HomeMy WebLinkAboutContract 55541-R1 CSC No. 55541
CSC No.55541-R1
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
January 11, 2022
First Arriving, LLC
Attn: David Iannone
CEO
9555 Kings Charter Dr. Ste K
Ashland, Virginia 2305
Re: Contract Renewal Notice
Contract No. CSC No. 55541-R1 (the "Contract")
Renewal Term No. 1: April 07, 2022 to April 06, 2023
The above referenced Contract with the City of Fort Worth expires on April 06, 2022 (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.Rov/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.raykfortworthtexas. og_v
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 1 of 3
CSC No. 55541
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(Jan 18,2022 11:31 CST)
requirements.
Name: Valerie Washin tgton,
Title: Assistant City Mana er
Date: Jan 18,2022
By: Mark Rauscher(Jan 11,202210:28 CST)
APPROVAL RECOMMENDED: Name: Mark Rauscher
By: Jim Davis Title: Assistant Fire Director
Title: Fire Chief
��i
J&fs Davis(Jan 15,202222:55 CST) APPROVED AS TO FORM AND
ATTEST: LEGALITY:
BY: �e�� By:
' , �r,
oda�nn� Name: Taylor Paris,
Name: Jannette Goodall ;'a FpRr
00000000
a�o° °°%0 Title: Assistant City Attorney
Title: City Secretary 9�o °9�d
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0v0 o o° *�
0000000 p ICY CONTRACT AUTHORIZATION:
Date Approved:
M&C: CONTRACT AUTHORIZATION:
M&C: 24089-03-2020 (March 19, 2020)
and 24161- 04-2020 (April 7, 2020)
(Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
Contract Renewal FT. WORTH, TX
CSC No. 55541
First Arriving LLC.
�V
By
Name: David Iannone
Title: CEO
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 3 of 3
City Secretary Contract No. 55541
FOR*
TWORTH.
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement("Agreement")is made and entered into by and between the City
of Fort Worth,a Texas home-rule municipal corporation(the"City"or"Client")and First Arriving LLC. a
Delaware Corporation Company ("Vendor"). City and Vendor are each individually referred to herein as a
"party" and collectively referred to as the "parties." The term"Vendor" shall include Vendor, its officers,
agents,employees,representatives,contractors or subcontractors.The term"City"shall include its officers,
employees,agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Payment Schedule
4. Exhibit C—Network Access Agreement; and
5. Exhibit D—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents,the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees,representatives, servants, contractors or subcontractors.
The term"City"shall include its officers,employees, agents, and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with First Arriving Software Specifically,Vendor will perform all duties outlined and described in
the Statement Of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes,
and further referred to herein as the "Services." Vendor shall perform the Services in accordance with
standards in the industry for the same or similar services. In addition,Vendor shall perform the Services in
accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict
between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below("Effective Date")and shall expire no later than one year from the effective date("Expiration Date"),
unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the
parties. This Agreement may be renewed for five additional one-year renewals at the City's option, each a
"Renewal Term."The City shall provide Vendor with written notice of its intent to renew at least thirty(30)
days prior to the end of each term.
OFFICIAL RECORD
Vendor Services Agreement—Technology(Rev. 8/19) CITY SECRETARY of
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City Secretary Contract No.
3. Compensation. City shall pay Vendor an amount not to exceed thirty-three thousand, five
hundred and ninety-four dollars and 00/100 ($33,594.00) in accordance with the provisions of this
Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes.For each Renewal Term,the City shall pay the amount on a quote provided by Vendor which shall
then be attached to the City's respective renewal form.Vendor shall not perform any additional services 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. City agrees to pay all invoices of Vendor within thirty
(30)days of receipt of such invoice.
4. Termination.
4.1. Convenience.Either the 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. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder,the 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 the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the 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 the 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 the City in a machine readable format or other format
deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Vendor hereby warrants to the 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 the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
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written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third parry without the prior written
approval of the 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 subject 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.
5.4. 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 the 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 the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall,until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the 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. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents,papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph.City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the 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, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers,agents,servants and employees,and Vendor, its officers,agents, employees, servants,
contractors and subcontractors. 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 the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
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employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the 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 subcontractors.
8. LIABILITY AND INDEMNIFICATION.
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 HIND 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 OR EMPLOYEES.
8.2. INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section 8C each
individually referred to as a"Deliverable" and collectively as the"Deliverables,") do
not infringe upon or violate any patent,copyrights,trademarks,service marks,trade
secrets, or any intellectual property rights or other third party proprietary rights,in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify, defend,settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
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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 the 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 the City for infringement arising under this Agreement, the
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 the 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,the City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s),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 Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or(c)replace the Deliverable(s)with equally suitable,compatible,and
functionally equivalent non-infringing Deliverable(s) 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 the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
8.4. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring.If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under this Agreement or in connection with the performance of any services
performed under this Agreement or any Statement(s)of Work("Data Breach"),Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense to
prevent or stop such Data Breach.In the event of such Data Breach,Vendor shall fully and
immediately comply with applicable laws,and shall take the appropriate steps to remedy such
Data Breach.Vendor will defend,indemnify and hold City,its Affiliates,and their respective
officers,directors,employees and agents,harmless from and against any and all claims,suits,
causes of action,liability,loss,costs and damages,including reasonable attorney fees,arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section,except to the extent resulting from the acts or omissions of City.All
Personal Data to which Vendor has access under this Agreement,as between Vendor and City,
will remain the property of City. City hereby consents to the use,processing and/or disclosure
of Personal Data only for the purposes described herein and to the extent such use or
processing is necessary for Vendor to carry out its duties and responsibilities under this
Agreement, any applicable Statement(s) of Work, or as required by law.Vendor will not
transfer Personal Data to third parties other than through its underlying network provider
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to perform its obligations under this Agreement, unless authorized in writing by City.
Vendor's obligation to defend,hold harmless and indemnify City shall remain in full effect if
the Data Breach is the result of the actions of a third party.All Personal Data delivered to
Vendor shall be stored in the United States or other jurisdictions approved by City in writing
and shall not be transferred to any other countries or jurisdictions without the prior written
consent of City.
9. Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than$1,000,000 per occurrence.
10.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors &Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
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occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
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10.2.1. All applicable policies shall name the 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. 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 is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws,Ordinances Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws,ordinances,rules and regulations. If the 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,
subcontractors 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,
subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
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 THE CITY: TO VENDOR:
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First Arriving LLC.
City of Fort Worth David Iannone, CEO
Attn:Assistant City Manager 9555 Kings Charter Drive, Suite K
200 Texas Street Ashland,Virginia 2305
Fort Worth TX 76102
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the 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.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the 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 the
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 and 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 on the basis of
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. Severability. 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 Majeure. The 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 (force
maj eure), 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 and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
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 hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
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23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
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.
24. Counterparts. 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.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each parry's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional 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 the City to Vendor for the nonconforming
services.
26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C."If the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to
correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld.
27. Network Access.
27.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the
City's computer network in order to provide the services herein,Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum.No changes,modifications,alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
Vendor Services Agreement—Technology(Rev. 8/19) Page 10 of
20
City Secretary Contract No.
28. 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 by Vendor.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other parry in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or the 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, 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 Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
Vendor Services Agreement—Technology(Rev. 8/19) Page 11 of
20
City Secretary Contract No.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs,repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
31.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children.The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. 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 parry, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) 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"E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations),5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
(signature page follows)
Vendor Services Agreement—Technology(Rev. 8/19) Page 12 of
20
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
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
By. Valerie Washington(Apr 7,202116:42 CD performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Apr 7, 2021 ° 4 U
Date: By. Leah Hu (Apr 5,2021 MV36 CDT)
Name: Leah Huff
APPROVAL RECOMMENDED: Title: IT Solutions Sr.Manager
APPROVED AS TO FORM AND LEGALITY:
By: 4n
Name: Kevin Gunn 4 OF 'k.-aa TS SfYona
Title: IT Solutions Director pro° '��p0, By: JB Strong(Apr 7, 02115:57 CDT)
p o o=d Name: John B Strong
ATTEST: �p,� *,° Title: Assistant City Attorney
� /� CONTRACT AUTHORIZATION:
��aa� 44bp�
�' RgW-W"/ P, 40yVza,4- M&C: N/A
By. for Ronald P.Gonzales(Apr ,2021 16:46 CDT)
Name: Mary J.Kayser
Title: City Secretary
VENDOR:
First Arriving,LLC...
�GZGY�Ti C�GZlZN�B!Z>2
By: David lannone(Mar 26,2021 16:29 EDT)
Name: David Iannone
Title: CEO
Date: M a r 26, 2021
OFFICIAL RECORD
Vendor Services Agreement—Technology(Rev. 8/19) CITY SECRETARY of
20 FT.WORTH,TX
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
First Arriving
Standard Subscription Package
Your Standard Subscription Includes:
• Ali Ccre Features
• Up to 5 Existing Third-Party Integrations
• Share content,data&updates between
neighboring and allied agencies
• Two business day support response on non-
emergent dashboard needs..
Incident Notification Options
• Basic&Standard features including popular
integrations,custom parser options,API,
XML,email and other incoming data options..
• Most current updated list under"Basic"&
Standard"section at
firs Enterprise Upgrade included!
Expanded Features For medium and large size agencies
• L•Jl sic options PLUS upto 15 custom and regional programs
content sections,zoned with menus Dedicated client success manager
• Early access to full release new features Priority support including same
• Optional add-on Weather features including business day response before 3p ET
tides,lighting,storm path&more(late 2020) for non-emergent issues.
• Advanced scheduled and on-demand alerts Real-time unit status updates
and takeover notifications(late 2020)to (requires data push from agency)
specific or all agency dashboards. Early access to new beta features
and integration options
Video&Zoom Options Complimentary desktop&app access
Scheduled individual videos or based on volume
public/unlisted playlists from YouTube and First 10 third-party integrations
videos from Vimeo,for announcements, included with subscription
news,products&more plus new dynamic Custom development options
scheduling options coming in late 2020. Enhanced zoned delivery
• Zoom meeting integration coming late 2020. Custom FAQs for content users
• Volume discounts on subscriptions
Mapping&ESRI Options and hardware
• Routing maps,zoomed in view for Hydrants Full Enterprise service is included with
(via Active911 or GIS solutions),time&
distance,plus additional ESRI layers and your proposal.
dashboards.
• Add-on Google Streetview(requires Google
subscription,credits available)
Vendor Services Agreement—Technology—Exhibit A Page 14
of 20
City Secretary Contract No.
First Arriving
Y.
Fl* rst rrIV14F 09
Every First Arriving Dashboard Includes ...
Rapid Deployment Display Options
• Get up in running quick with our core features Dedicated Large Screen TVs
plus scheduled development of your Locked-in Kiosk mode with dedicated
integrations and requirements hardware for always on display,typically
Subscriptions Packed with Support 43-55"TVs/Displays.Hardware sold
• Includes all support,integration and layout separately,including Chromebox,Android
adjustments,feature additions and more. and Windows devices.
Multi-year agreement and volume discounts.. Windows,Mac&!Pad Apps
Standard Weather Features Great for offices,on the go,home office
• Radar,Current Conditions,3-Day Forecast& and second screen options for non-
Severe Weather Alerts. dedicated environments
• Enhanced Weather Add-ons Coming in 2020 More information on deployment options
Zoned Delivery Even More Features
• Easily segment and manage content, Slides,PDFs&Images
features&integrations by location,station, Menu&Touchscreen-Easily access content
battalion,division worksite and more. Ad Free-All Your Content,No Ads
Support&Training RSS Feeds,Social Media
• Email,Phone,FAQs&Online Support Center Embed HTML/Web Pages
Custom Alert Tones Traffic Cams
• Add your own alert tone!Plus custom tones Custom Logo&Color Scheme
by unit or call type(coming later in Calendars,News,Ticker&Announcements
2020/early 2021)for Standard&Enterprise
subscriptions.
Vendor Services Agreement—Technology—Exhibit A Page 15
of 20
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
(9 First Arriving
Prepared By Proposal Date
Ross Hopkins Nov 16,2020 30 Days
COMPANY INFORMATION
Account Fort Worth Fire Department Billing
505 W Felix St Contact
Fort Worth,TX 76115 (if different)
Contact Chris Klnsler Billing
Address
(if different)
Phone: 817-392-6638 Billing Email:
Email: Christopher.Kinsler@fortworthtexas-go Billing Phone:
V 6ilfing Phone Number
Dashboard ENTERPRISE Setup $1,199.00 1 $1,199.00
Agency setup(one-time)for Enterprise
subscription Including first 10 location
customization options with discount.
Dashboard Additional Location Setup $65.00 0 S0.00
A total of 10 locations included in this quote,
Including three additional complimentary.
Dashboard ENTERPRISE Subscription $369.00 10 $3,690.00
Enterprise license&support(billed annually),10+
subscriptions with discount reduced from$419.40
Dashboard Hardware $299.00 3 $897.00
Chromebox or similar device,pre-loaded with First
Arriving app.shipping,HDMI&one-year warranty,
discounted from S299
Dashboard ENTERPRISE Subscription $0.00 1 $0.00
Courtesy desktop/tablet subscription w/view of all
facility content included free for each 10+subs
Total $5,786.00
Vendor Services Agreement—Technology—Exhibit C Page 16
of 20
City Secretary Contract No.
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the"Network").Vendor wishes to access the City's network in order to provide First Arriving
Software.In order to provide the necessary support,Vendor needs access to description of specific Network
systems to which Vendor requires access CFW Network("Access").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor.
Access is being granted for purposes of completing services for the City pursuant to the Agreement and
Access shall expire at the completion of the,or upon termination of the Agreement,whichever occurs first.
4. Renewal. This Network Access Agreement shall be renewed in accordance with the
Agreement if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services,Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of Access and/or termination of this Network Access Agreement.
5. Network Restrictions.Vendor officers,agents,servants,employees or representatives may
not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its
authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City
immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the
Network Access Agreement,and pursue any other remedies that the City may have under the Agreement or
this Network Access Agreement or at law or in equity.
5.1. Notice to Vendor Personnel—For purposes of this section,Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
Vendor Services Agreement—Technology—Exhibit D Page 17 of
20
City Secretary Contract No.
5.1.1. Vendor shall be responsible for any City-owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City's Network;
5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow
any third party to utilize their password and/or user ID to gain access to the City's Network;
5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Network Access Agreement at any time and for any reason with or without notice, and
without penalty to the City.Upon termination of this Network Access Agreement,Vendor agrees to remove
entirely any client or communications software provided by the City from all computing equipment used
and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information Security. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or
resignation of officers,agents,servants,employees or representatives with access to City-provided Network
credentials, and unauthorized use or sharing of Network credentials.
Vendor Services Agreement—Technology—Exhibit D Page 18 of
20
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
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
By. Valerie Washington(Apr 7,202116:42 CDZY performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Apr 7, 2021 By: Leah�Hu (,Apr5,2021 .3a6�6CDT)
Name: Leah Huff
Approval Recommended: Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
By:
Name: Kevin Gunn TB SMona
Title: IT Solutions Director By: JB Strong(Apr 7, 021 15:57 CDT)
Name: John B. Strong
Attest: Title: Assistant City Attorney
Contract Authorization:
1Cd� P. Gia�tZ� M&C: N/A
Y�
B ,, Ronald P.Gonzales(Apr ,202116:46 CDT)
Name: Mary J.Kayser
Title: City Secretary
VENDOR:
First Arriving,LLC
�G�G�LG7i C�Gi �ZILd�
By: David lannone(Mar 26,202116:29 EDT)
Name: David Iannone
Title: CEO
Date: Mar 2612021
Vendor Services Agreement—Technology—Exhibit D Page 19 of
20
City Secretary Contract No.
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
First Arriving LLC.
9555 Kings Charter Drive, Suite K
Ashland,Virginia 23005
Services to be provided: First Arriving Dashboard
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement,amendment or
change order on behalf of Vendor. Such binding authority has b een granted by proper order, resolution,
ordinance or other authorization of Company. The 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.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—Technology—Exhibit E Page 20
of 20