HomeMy WebLinkAboutContract 54121-R2 CSC No. 54121 R2
CSC No.54121-R2
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
October 26, 2021
IT Nexus, Inc.
Attn: Tamra Alexander, Office Administrator
4929 Greenville Ave, Suite 200
Dallas, TX 75206
Re: Contract Renewal Notice
Contract No. CSC No. 54121 (the "Contract'
Renewal Term No. 2: September 24, 2021 to September 23, 2022
The above referenced Contract with the City of Fort Worth expires on September 23, 2021
(the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the
City. This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at hqp://fortworthtexas.gov/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Brenda Ray
Sr. Contract Compliance Specialist
Brenda.raygfortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 1 of 3
CSC No. 54121 R2
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
By: Valerie Washington(Oct 27,202115:16 CDT)
requirements.
Name: Valerie Washington
Title: Assistant City Manager
By.
Mark Rau scher(Oct 26,202123:00 CDT)
Date: Oct 27,2021 Name: Mark Rauscher
Title: Assistant Fire Director
ATTEST:
APPROVED AS TO FORM AND
By. l Irk _ ��^ LEGALITY:
Name: Robert Gonzales
Title: Acting City Secretary By.
Name: Christopher Austria
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CONTRACT AUTHORIZATION:
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M&C: No M&C Required 24161-04-2020
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Contract Renewal Page 2 of 3
CSC No. 54121 R2
IT Nexus, Inc.
By:
Name: Tamra Alexander
Title: Office Administrator
Date: `L 1 0 c:T 2.021
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Contract Renewal Page 3 of 3
CSC No. 54121
CSC No.54121-RI
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
October 14, 2020
IT Nexus, Inc.
Attn: Tamra Alexander, Office Administrator
4929 Greenville Ave, Suite 200
Dallas, TX 75206
Re: Contract Renewal Notice
Contract No. CSC No. 54121 (the "Contract")
Renewal Term No. 1: September 24, 2020 to September 23, 2021
The above referenced Contract with the City of Fort Worth expires on September 23, 2020
(the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the
City. This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.gov/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Brenda Ray
Sr. Contract Compliance Specialist
Brenda.ra @fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Contract Renewal Pagel of 3
CSC No. 54121
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
By. Valerie Washington(Oct 16,2020 11:35 CDT) ensuring all performance and reporting
requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Oct 16,2020
By. Mark Rauscher(Oct 14,202015:20 CDT)
Name: Mark Rauscher
Title: Assistant Fire Director
APPROVAL RECOMMENDED:
By: APPROVED AS TO FORM AND
oat LEGALITY:
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ATTEST: dvo o=a
°° *�d ChrisfanherAusfria
da °pOO 'a By: Christopher Austria(Oct 15,202016:22 CDT)
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A/-RD`1"� Go&M;(es Name: Christopher Austria
By:'for Ronald P.Gonzales(Oct 16,2020 11:45 CDT)
Name: Mary Kayser Title: Assistant City Attorney
Title: City Secretga
CONTRACT AUTHORIZATION:
Date Approved:
M&C: CONTRACT AUTHORIZATION:
M&C: No M&C Required 24161-04-2020
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
Contract Renewal FT.WORTH, TX Page 2 of 3
CSC No, 54121
1t Nexus, Inc.
By: CtrriA 0
Name: Tamra Alexander
Title: Office Administrator
OFFICIAL RECORD
CITY SECRETARY
Contract Renewal FT.WORTH, TX Page 3 of 3
A City Secretary Contract No.
k; 54121
FORT WORTH,
�OR1 WO51 N
Cl,�y S�CRR�AR
VENDOR SERVICES AGREEMENT
IT NEXUS
This VENDOR SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation and IT
NEXUS ("Vendor"),each individually referred to as a"party"and collectively referred to as the
"Parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority
5. Exhibit D-Seller's Sole Source Justification Letter
6. Exhibit E- Sole Source Procurement Justification
Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B
or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this
Agreement shall control.
1. Scope of Services. Software enables to publish we maps and collect data related to Fire
Saves.This Software calculates tracks and reports estimated savings in property value due
to fire incident Reponses,which include a separate commercial GIS web application view
to enable mapping service in support of the primary application. (Collectively, the
"Services"). Exhibit"A" - Scope of Services more specifically describes the Services to
be provided hereunder.
2. Term.This Agreement shall begin on September 24,2019("Effective Date")and shall expire on
September 23, 2020 ("Expiration Date"), unless terminated earlier in accordance with this
agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions,for up to Four(4)one-year renewal options, at
City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel
who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit `B," — Price Schedule. Total payment made under this Agreement for Initial Term
shall not exceed the amount of Four Thousand and Seven Hundred Thousand Dollars and
zero cents ($4,700.00). Vendor shall not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
Vendor Services Agreement Page l of 9
City Secretary Contract No.
4. Termination,
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated
prior to the Expiration Date,City shall pay Vendor for services actually rendered up to the effective
date of termination and Vendor shall continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination.Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor shall return all
City provided data to City in a machine-readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it shall treat all information provided to it by City("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized
Vendor Services Agreement Page 2 of 9
City Secretary Contract No.
Means and shall fully cooperate with City to protect such City Information from
further unauthorized disclosure.
6. Right to Audit.Vendor agrees that City shall,until the expiration of three(3)years after final
payment under this contract, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books,documents,papers
and records, including, but not limited to, all electronic records, of Vendor involving transactions relating
to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. Indenendent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges and work performed under this Agreement,and not
as agent,representative or employee of City.Subject to and in accordance with the conditions and provisions
of this Agreement,Vendor shall have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors
and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors.Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents, servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
8. LiabiliU andIndemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OREMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS OREMPL0YEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent,copyright,trade mark,trade secret,or similar property right
Vendor Services Agreement Page 3 of 9
City Secretary Contract No.
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
City modifies or misuses the software and/or documentation.So long as Vendor bears the cost
and expense of payment for claims or actions against City pursuant to this section, Vendor
shall have the right to conduct the defense of any such claim or action and all negotiations for
its settlement or compromise and to settle or compromise any such claim; however,City shall
have the right to fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so.In
the event City, for whatever reason, assumes the responsibility for payment of costs and
expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with City in defense of such
claim or action. City agrees to give Vendor timely written notice of any such claim or action,
with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,
City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise,such use is materially adversely restricted,Vendor shall,at its own
expense and as City's sole remedy,either: (a)procure for City the right to continue to use the
software and/or documentation; or(b)modify the software and/or documentation to make it
non-infringing, provided that such modification does not materially adversely affect City's
authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or(d)if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City,subsequent to which termination City may seek any and all
remedies available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance.Vendor shall provide City with certificate(s)of insurance documenting policies of
the following types and minimum coverage limits that are to be in effect prior to commencement of
any work pursuant to this Agreement:
10.1 Coverage and Limits
Vendor Services Agreement Page 4 of 9
City Secretary Contract No.
(a) Commercial GeneralLiability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten(10)days' notice shallbe
Vendor Services Agreement Page 5 of 9
City Secretary Contract No.
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A- VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management.If the rating is below
that required,written approval of Risk Management isrequired.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. ComBliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest,as part of the consideration herein,agrees that in the performance of
Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN
ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCHCLAIM.
13. Notices.Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or
(3) received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY: To VENDOR:
City of Fort Worth IT Nexus,Inc
Attn: Valerie Washington, 4925 Greenville Ave, Suite
Assistant City Manager 200 Dallas,TX 75206
200 Texas Street Facsimile:
Fort Worth,TX 76102-6314
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
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City Secretary Contract No.
14. Solicitation of EmBloyees.Neither City nor Vendor shall, during the term of this Agreement
and additionally for a period of one year after its termination, solicit for employment or employ, whether
as employee or independent contractor, any person who is or has been employed by the other during the
term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the
foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation
of advertisement of employment by either party.
15. Governmental Powers.It is understood and agreed that by execution of this Agreement,City
does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue.This Agreement shall be construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severabilitv_.If any provision of this Agreement is held to be invalid,illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of thisAgreement.
21. Review of Counsel.The parties acknowledge that each party and its counsel have reviewed
and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or
Exhibits A,B,andC.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension of
this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of eachparty.
23. Entirely of Agreement. This Agreement, including Exhibits A, B and C, contains the entire
understanding and agreement between City and Vendor, their assigns and successors in interest, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
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24. Countergarts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services.Vendor warrants that its services will be of a high quality and conform
to generally prevailing industry standards. City must give written notice of any breach of this warranty
within thirty (30) days from the date that the services are completed. In such event, at Vendor's option,
Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that
conforms with the warranty,or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. Immigration Nationality Act.Vendor shall verify the identity and employment eligibility of
its employees who perform work under this Agreement, including completing the Employment Eligibility
Verification Form(I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this Agreement.Vendor
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no
services will be performed by any Vendor employee who is not legally eligible to perform such services.
VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision byVendor.
27. Ownership of Work Product.City shall be the sole and exclusive owner of all reports,work
papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product").Further, City
shall be the sole and exclusive owner of all copyright,patents,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has the
legal authority to execute this Agreement on behalf of the respective party,and that such binding authority
has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement
and any amendment hereto,may be executed by any authorized representative of Vendor whose name,title
and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
Vendor Services Agreement Page 8 of 9
City Secretary Contract No.
29. Change in Company Name or Ownership.Vendor shall notify City's Purchasing Manager,
in writing, of a company name, ownership, or address change for the purpose of maintaining updated City
records. The president of Vendor or authorized official must sign the letter.A letter indicating changes in a
company name or ownership must be accompanied with supporting legal documentation such as an updated
W-9, documents filed with the state indicating such change, copy of the board of director's resolution
approving the action, or an executed merger or acquisition agreement. Failure to provide the specified
documentation so may adversely impact future invoice payments.
30. No Boycott of Israel.If Vendor has fewer than 10 employees or this Agreement is for less
than $100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270
of the Texas Government Code, the City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and(2)will not boycott Israel during the term of the contract.The terms"boycott Israel"and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code.By signing this contract,Vendor certifies that Vendor's signature provides written verification
to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of
the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Page 9 of 9
ACCEPTED AND
AGREED: CITY OF FORT
WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
By: valeri ginn_(JuL9,�n�n raa�C'nT) contract,including ensuring all performance and
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Date: Jul 9, 2020
By; Mark Rauscher(Jui 8,202022:31 CDT)
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Asst.Fire Director
APPROVED AS TO FORM AND LEGALITY:
By:
r -%,, ,• AAA By. Christopher A stria(Jul 9,202014:28 CDT)
,Y `(
' t Name: Christopher Austria
ATTEST: Title: Assistant City Attorney
T
CONTRACT AUTHORIZATION:
'. K M&C: No M&C Required 24161-04-2020
By: �� 1295: N/A
Name: MaryJ.Kaysi�t
Title: ICity Secreta
VENDOR:
ATTEST:
Ta��a,44M rY91-
By:Tamra Alexander(Jul 8,2020 22:04 CDT) By:
Name: Name:
Title: Title:
Date: Jul 8,2020
OFMUAL RECORD
CITY SECRETARY
FT WORTH,TX
EXHIBIT A
SCOPE OF WORK
Renew the maintenance and support contract for IT Nexus nexVIEWer and Fire Safes software maintenance and support.
This software enables us to publish web maps and collect data related to fire saves.The maintenance period is one year
(9/24/2019 to 9/23/2020).This contract provides us with support and software upgrades.The cost of this maintenance and
support contract is$4,700 and has been budgeted for in the other Contractual(10100-0361000-5330201)account.
Estimate:
One(1)Year Software Maintenance for the Fire Saves GIS Application
One(1)Year Software Maintenance for the nexVIEWer-Flex
Start Date: September 24, 2019 End Date: September 23, 2020
EXHIBIT B PRICE SCHEDULE
141T NEXUS IT Nexus,Inc.
4925 Greenville Avenue,Suite 200
Dallas,TX 75206
SUBJECT: MAINTENANCE QUOTE
DATE: October 15, 2019
TO: Doug Zedler, IT Coordinator
ORGANIZATION: City of Fort Worth, Texas
FAX#: PHONE#: 817.392.8463
FROM: Tamra Alexander
FAX#: PHONE#: 830.885.7748
EMAIL: talexander(aD-itnexus.com
Number of pages transmitted
(including this cover sheet) 3 QUOTATION# QCFW-09
To renew your software maintenance for another year, please sign page 2 of the quote
and email pages 1 and 2 back to IT Nexus at: talexander@itnexus.com. Once
received,an invoice will be sent for the amount due.
Keeping your maintenance current entitles you to the benefits defined in your
Software Maintenance Agreement. If coverage is discontinued,you will become
ineligible for the benefits and services of your Software Maintenance Agreement.All
maintenance fees from the data of discontinuation will be due and payable if coverage
is reactivated at a later date.
For questions or additional information, please contact Tamra Alexander at
830.885.7748.
Quotation
W
Page 1
IT NEXUS 4925 Greenville Avenue,Suite 200
Dallas,TX 75206
Phone:830.885.7748
Date: 10/15/2019 Quotation Number: QCFW-09
Send Purchase Orders To:
CITY OF FORT WORTH,TEXAS IT Nexus, Inc.
1000 THROCKMORTON 4925 Greenville Avenue, Suite 200
FORT WORTH, TX 76102-6312 Dallas,TX 75206
Attn: DOUG ZEDLER Attn: Tamra Alexander
Phone: 817.392.8463
Customer Numbers: SWM CFW
For questions regarding this document,please contact us at 830.885.7748.
Item Qt Product# Unit Price Extended Price
y Description
1 1 One(1)Year Software Maintenance for the Fire Saves $2 800.00 $2,800.00
GIS Application
2 1 One(1)Year Software Maintenance for the $ 1,900.00 $ 1,900.00
nexVlEWer--Flex
Start Date: September 24, 2019
End Date: September 23, 2020
Subtotal $4,700.00
Estimated Tax 0.00
Total $4,700.00
This quotation is valid for 60 days and is subject to your IT Nexus License Agreement The quotation information is proprietary and may not be
copied or released other than for the express purpose of system selection and purchase/license.This information may not be given to outside
parties or used for any other purpose without consent from IT Nexus,Inc.
Any estimated sales and/or use tax has been calculated as of the data of this quotation and is merely provided as a convenience for your
organization's budgetary process.IT Nexus reserves the right to adjust and collect sales and/or use tax at the actual data of invoicing.If your
organization is tax exempt or pays state taxes directly,then prior to invoicing,your organization must provide IT Nexus with a copy of a current
tax exemption certificate issued by your state's taxing authority for the given jurisdiction.
Issued By: Tamra Alexander 830.885.7748
To expedite your order,please reference your customer number and this quotation number on your purchase order.
Quotation
W
Page 2
IT NEXUS 4925 Greenville Avenue,Suite 200
Dallas,TX 75206
Phone:830.885.7748
Date: 10/15/2019 Quotation Number: QCFW-09
By signing below, you are indicating that you are authorized to obligate funds for your organization.
Please do not use this form for order activation if your organization will not honor and pay an invoice
that has been issued at your direction without additional authorizing paperwork.
To expedite your order,either attach a copy of this quotation to your purchase order when it is
remitted to IT Nexus or sign below and return this quotation to indicate your acceptance. IT
Nexus' address and fax number are provided on the first page of this quotation.
If you choose to discontinue your support,you will become ineligible for support benefits and
services.All maintenance fees from the date of discontinuation will be due and payable if you
decide to reactivate your support coverage at alater date.
By signing below,you are authorizing IT Nexus to issue a software purchase and support
invoice in the amount of$4,700.00 plus sales tax,if applicable.
Please check one of the following:
I agree to pay any applicable salestax.
I am tax exempt.Please contact me if IT Nexus does not have my current tax
exemption certificate.
Signature of Authorized Representative Date
Name (Please Print) Title
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
ADDRESS
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten(10)business days if there are any changes to the signatory authority.
City is entitled to rely on any current executed Form until it receives a revised Form that has been properly
executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
TR#11w,Ayg1ra'21-
Tamra Alexander(Jul 8,2020 22:04 CDT)
Signature of President/CEO
Other Title: Office Administrator
Date: Jul 8,2020
Vendor Services Agreement—Exhibit C
Exhibit D
Seller's Sole Source Justification Letter
NITNEXUS
,July 16,2019
Mr.Doug Zedler
City of Fort Worth
1000 Throckmorton St.
Fort Worth,TX 76012
Subject:Confirmation of Sole Source Provider
Dear Mr.Zedler:
This letter is to confirm that IT Nexus,Inc.is the creator ofthe Fire Saves and nexVIEWer
software. We are the exclusive sole source provider,with no other sellers or resellers providing
this software.
Our Federal Tax ID is 74-2904157 and our corporate contact information is as follows:
1T Nexus,Inc.
4925 Greenville Avenue,Suite 200
Dallas,Texas 75206
Phone: 830.885.7748
We are enthusiastic about the opportunity to be of service to the.City of Fort Worth's GIS program,If
you have any questions,please contact me at any time at 940.591.9699 or bibesier@itnexus.com.
Best regards,
/✓
Brian J.Besier
President
DALLASiFORT WORTH,TEXAS I SAN ANTONIO,TEXAS i HOUSTON,TEXAS
Exhibit E
Sole Source Procurement Justification
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting to make a purchase over$50,000 without following
public bidding requirements.
Instructions: Fill out the entire form with detailed information. Once you have completed this
form,provide it to the Purchasing attorney for review. The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible. If you are printing this form to provide to Legal,please do not
provide the Primer portion. Failure to provide sufficient information may result in follow up
questions and cause a delay in the attorney's determination.
Section 1: General Information
Requesting Department: Fort Worth Fire Department
Name of Contract Manager: Mark Rauscher
Department's Attorney: Christopher Austria _
Item or Service sought: Renewal of Maintenance and Support contract for IT Nexus
nexVIEWer and Fire Saves software
Vendor:
IT Nexus, Inc
4925 Greenville Ave, Ste 200
Dallas, Texas 75206
Current Agreement for item/service: Yes X PSK# 5800 Exp. No
How will this item or service be used: This software enables us to publish web maps and collect
data related to Fire Saves. This software calculates tracks and reports estimated savings in
property value due to fire incident responses, which include a separate commercial GIS web
application view to enable mapping service in support of the primary application.
Page 1 of 4
Section 2: Exemption Justification
Please indicate which exemption you believe applies to the purchase and provide information to
support its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality;
a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery,equipment, or
other property;
a procurement for personal, professional, or planning services;
a procurement for work that is performed and paid for by the day as the workprogresses;
a purchase of land or a right-of-way;
X a procurement of items that are available from only one source,including:
a purchase of rare books,papers, and other library materials for a public library;
___paving drainage, street widening, and other public improvements, or related matters,if at
least one-third of the cost is to be paid by or through special assessments levied on propertythat
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction of a public
improvement as provided by Subchapter C, Chapter 212;
personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business &Commerce Code;
(C) by a political subdivision of this state, a state agency of this state, or an entity ofthe
federal government; or
(D) under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity;or
advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Because we already have the software in place, the exemption should apply. The previous PO
is FW0360-250. A copy of the PO is included. IT Nexus is the creator of the Fire Saves and
nexViewer software. A copy of their sole source letter is also included.
Page 2 of 4
Section 3: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? x Yes or No
Was there anything not included on this form or attached hereto that was relied on in making
this determination?xYes or No
If yes, please explain: Attached Sole Source letter.
Approved by:
Az&
Jo Am Pate,ACA II
Page 3 of 4
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal purchases.
If you have questions about the information provided or need additional information,please
contact your department's assigned attorney.
1. A procurement made because of a public calamity that requires the immediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve the
property of the municipality. This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents. This is a factual determination that will be used when the purchase directly
impacts public health and safety. Please note, this is generally a very narrow exception.
3. A procurement necessary because of unforeseen damage to public machinery,equipment,
or other property.Damage or immediately foreseeable damage that is caused by an unexpected event.
This will generally be used when a natural disaster or unforeseen failure occurs that impacts other
property.
4. A procurement for personal,professional, or planning services;
Professional services are not defined under Chapter 252, so there is no precise definition to
follow. However, the Texas Attorney General has suggested that a professional service
comprehends labor and skill that is `predominately mental or intellectual, rather than physical or
manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water
Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General
has also opined that"professional services"no longer includes only the services of lawyers,
physicians, or theologians,but also those members of disciplines requiring special knowledge or
attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized requirements of
that profession and the mental and intellectual skill required by the person while performing the
service. Purchases of goods are not professional services.
5. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining whether a
purchase is of a good or service that is available from one source, you should not consider price
or time to receive the good or service. The information needed to support this exemption, is that
no other provider can provide the service or category of good except for the vendor you are
proposing. Some examples of sole source purchases include service agreements when only one
vendor is authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
Page 4 of 4