HomeMy WebLinkAboutContract 51254 City Secretary Contract No. 1
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PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH(the"City"or"Client'),a home-rule municipal corporation situated
in portions of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager,and GREY WALL SOFTWARE,LLC("Consultant'),a Delaware limited liability
company, and acting by and through Suhk Grewal its duly authorized CEO and Founder. City and
Consultant are each individually referred to herein as a"party"and collectively referred to as the"parties."
The term "Consultant" shall include the Consultant, 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 for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus Any Amendments to the Statement of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Milestone Acceptance Form;
5. Exhibit D—Network Access Agreement;and
6. Exhibit E—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 Professional Services
Agreement shall control.
The term"Consultant"or"Contractor"shall include the Consultant 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. Consultant hereby agrees,with good faith and due diligence,to provide
the City with professional consulting services for an Aviation Software Management solution. Specifically,
Consultant 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."
Consultant shall perform the Services in accordance with standards in the industry for the same or similar
services.In addition,Consultant shall perform the Services in accordance with all applicable federal,state,
.. ocal laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the
conditions of this Agreement shall control.
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2. Term. This Agreement shall commence upon final execution of this Agreement("Effective
Date") and shall expire no later than twelve(12)months from 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 an additional three (3) one-year terms at the City's option, each a
"Renewal Term."The City shall provide Consultant with written notice of its intent to renew at least thirty
(30)days prior to the end of each term.
3. Compensation. The City shall pay Consultant an amount not to exceed [Forty-Seven
Thousand,Four Hundred Forty and 00/100 dollars($47,440.00)] in accordance with the provisions of this
Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes.Consultant shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services.The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty(30)days of
receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either the City or Consultant 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 Consultant 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 Consultant for services actually rendered
up to the effective date of termination and Consultant 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,Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this Agreement. In
the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant 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.Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
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Consultant's services under this Agreement.In the event that any conflicts of interest arise after the
Effective Date of this Agreement,Consultant hereby agrees immediately to make full disclosure to
the City in writing.
5.2. Confidential Information. The City acknowledges that Consultant may use
products,materials,or methodologies proprietary to Consultant.The City agrees that Consultant'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 written agreement with respect thereto. Consultant, 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 party without the prior written
approval of the City.
5.2.1. Proprietary Rights. City shall not: (i)modify, copy or create derivative
works based on the Veoci Program or Service("Service"means Grey Wall's provision of
the Veoci Program for access and use by Customer via http://veoci.com}; (ii) frame or
mirror any content forming part of the Veoci Program or the Service,other than on City's
own intranets or otherwise for its own internal business purposes in accordance with the
Agreement; (iii)reverse engineer the Veoci Program or the Service; or(iv) access or use
the Veoci Program or the Service to build a competitive product or service, or copy any
ideas,features,functions or graphics of the Veoci Program or the Service. Consultant shall
own any and all rights to, and may use or incorporate into the Service, any suggestions,
enhancement requests,recommendations or other feedback provided by the City or its users
relating to the operation of the Service.
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. Consultant 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. Consultant 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, Consultant 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. Consultant 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 Consultant involving
transactions relating to this Agreement at no additional cost to the City.Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant facilities and shall
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be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The City shall give Consultant not less than 10 days written notice of
any intended audits.
6.2. Consultant 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 Consultant 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,
Consultant 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. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees,servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Consultant. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers, agents, servants,employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant 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. EXCEPT FOR DEATH OR BODILY INJURY AND CONSULTANT'S
INDEMNITY OBLIGATIONS IN THIS SECTION 8. CONSULTANT'S LIABILITY FOR
DIRECT DAMAGES,LOSS OR LIABILITY FOR ANY CAUSE,AND REGARDLESS OF
THE FORM OF ACTION OR AGGREGATION OF ACTION WILL BE LIMITED TO THE
DOLLAR AMOUNT OF THE CONTRACT.
8.2. LIABILITY - CONSULTANT 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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.3. INDEMNIFICATION - CONSULTANT 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 KIND OR CHARACTER,WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST
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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 CONSULTANT,ITS OFFICERS,AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.4. INTELLECTUAL PROPERTY INFRINGEMENT.
8.4.1. The Consultant 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 8.4.1
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.
8.4.2. Consultant 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.
8.4.3. Consultant 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 Defiverable(s).So long as Consultant bears the cost
and expense of payment for claims or actions against the City pursuant to this section
8,Consultant 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 Consultant 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, Consultant shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give Consultant 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 Consultant'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,Consultant shall,at its own expense and as City's sole
remedy,either: (a)procure for City the right to continue to use the Defiverable(s); or
(b) modify the Deliverable(s) to make them/it non-infringing, provided that such
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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 Consultant,
terminate this Agreement, and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek any and all remedies available to City
under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
9.1. Consultant 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 Consultant under
which the assignee agrees to be bound by the duties and obligations of Consultant under this
Agreement. The Consultant 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 Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply. The Consultant shall provide the City with a
fully executed copy of any such subcontract.
10. Insurance.
10.1. The Consultant 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.
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10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4 million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence;$2,000,000 aggregate
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. 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. Any deductible will
be the sole responsibility of the Consultant 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
10.1.5.3.5. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
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.
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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 Consultant 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 Rcgwations. Consultant agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately
desist from and correct the violation.
12. bion-Discrimination Covenant. Consultant,for itself, its personal representatives,assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Consultant'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 Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant 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 CONSULTANT:
City of Fort Worth Grey Wall Software,LLC
Attn:Assistant City Manager Attn: Sukh Crewal
200 Texas Street 195 Church Street, 14'h Floor
Fort Worth TX 76102 New Haven,CT 06510
Facsimile:(817)392-6134 Facsimile: (203)782-5944
With Copy to the City Attorney
at same address
14. Solicitation of EmRlloyees. Neither the City nor Consultant 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
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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 Consultant 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 Consultant'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 he 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 Consultant 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
majeure),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.
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 Consultant,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 party's original signature is not delivered.
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25. Warranty of Services. Consultant 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 Consultant's
option, Consultant 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 Consultant for the
nonconforming services.
26. Milestone Acceptance. Consultant 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 Consultant in writing as soon as
the determination is made listing the specific reasons for rejection.The Consultant shall have fifteen(15)
business days to correct any deficiencies and resubmit the corrected deliverable.Payment to the Consultant
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 Consultant,and/or any of its employees,officers,agents,
servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to
the City's computer network in order to provide the services herein, Consultant 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 Consultant, or any Consultant
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'j,National Crime Information Center
("NCIC")eF 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, Consultant 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.
28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration&
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all
employees who perform work under this Agreement.Consultant shall complete the Employment Eligibility
Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services.Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement.Consultant shall indemnify
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City from any penalties or liabilities due to violations of this provision. City shall have the right to
immediately terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Consultant 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 party 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 party'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. Consultant 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, Consultant certtfles that Consultant's signature provides written
verification to the City that Consultant: (1)does not boycott Israel, and(2) will not boycott Israel during
the term of the contract.
31. Roortina 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.
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
Grey Warr Software,LLC
Professional services Agreement-Technology
Rev.9/2017 Page 11 of 59
City Secretary Contract No.
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 Consultant 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,Consultant 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 Consultant 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 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(s)hereto,may be executed by any authorized representative of Consultant
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)
trey wall software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 12 of 59
City Secretary Contract No.
Executed in multiples this the day of 20�
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 performance and
Bv: 1"1 reporting requireme s.
N'me: Susan Alanis_
Ti Assistant City Manager
U By:
Date: D Na teve Streiffert
Tit e: _Assistant Director.IT Solutions_
APPROVAL RECOMMENDED
APPROVED AS TO FORM AND LEGALITY:
l
By:
i arae: By:
Title: Na e: Joh A. Stro _
Ti le: Assistant Ci Attorney
ATTEST:
CONTRACT AUTHO RATION:
M&C: _N/A
O R T to Approved:_N/A
Bv:
a(ne. _ J. y 1295 Certification No.: N/A
Title: City ecretary f--
U
�LXAS
CONSULTANT:
GRE)'If:4LL SOFTKARE, LLC A'T'TEST:
By: l.` - —%' Cj' By: i vYyi I, '' l .----
Name: Sukminder S. firewall_ Name: _J,nflifer McTiernan_
Title: CEO Title: 66neral Counsel
Date: -Zy !,&—
Grev Wall Sollware,LLC
Professional services.Aereement-Technoloev
Rea.9%2017 Page 13 of 59
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
STATEMENT OF WORK
■
veoci
-------------
G rey Wa I I Softwa re's
VEOCI Solution Proposal for
The City of Fort Worth
Aviation Software Management Solution
Issued February 21, 2018
Prepared for Sheil Baker,Senior Buyer,Purchasing Davlsion
Grey Wall Software,LLC
Professional Sen-ices Agreement-Technology
Rev.9/2017 Page 14 of 59
EXHIBIT A
FORT WORTH-
,MN
PUBCHAS(MG DIVLSION
3MQUM FOR IBOPO&UA(RFP)
Icor
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PROPOSAL SUBMISSION DEADLME:
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CITY OF FORT WORTH PURCHASING DIVI910N MY OF FORT WORTH PURCHASING DMMON
LOWER LEVEL LOWER LBVBL
200 TEXAS QST MT 200 TEXAS STRAP
FORT WORTS,TMAS 76102 PORT WORM,TERAS 76102
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FOA ADDITIONAL DWORMATION 06510
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Grey Wall Software,LLC
Professional Sen ices Agreement-1 echnolog%
Rev.9/2017 Page 15 of 59
EXHIBIT A
FORTWORTH,
ADDENDUM TO THE REQUEST FOR PROPOSAL
AVIATION SOFTWARE MANAGEMENT SOLUTION
CITY OF FORT WORTH
PURCHASING DIVISION
ADDENDUM NO.1 DATE ISSUED: March 14,2018
REQUEST FOR PROPOSAL(RFP):18-0144
ORIGINAL BID SUBMISSION DATE:March 22,2018(no change)
Addendum No.1,dated March 14,2017 is hereby issued to provide the following information:
1. Questions and Answers received at the pre-proposal conference and email are hereby
incorporated,in full text,pages 2-4.
All other terms and conditions remain the same.
SHEILA BAKER
SENIOR BUYER
...............................................................................
COMPANY NAME: Grey Wall Software,LLC
SKMTURE: Vy -
NOTE: Company name and signature must be the same as on the bid documents.
Grey Wall Software,LLC
Professional Services Agreement-"leelmology
Rei.9/2017 Paee 16 of 59
EXHIBIT A
v e o c i
The City of Fort Worth
200 Texas Street
Fort Worth,Texas 76102
RE:Response for Aviation Management Solution RFP No.18-0144
Grey Wall Software,LLC is pleased to offer Veoci to the City of Fort Worth,in response to the request for
RFP above,due on March 22nd,2018.
Veoci,a Software as a Service(SaaS)Platform,provides the latest Web paradigms,ubiquitous mobile
devices,easy database access,interactive mapping,cloud hosting and multiple messaging modes.Veoci
uses these advances,as well as,experience with specific application needs,and deep technical
personnel expertise to provide a patented platform that is easy to use,flexible and powerful enough to
meet all the requirements of this RFP,and much more.
Veoci meets the qualifications required by The City in this RFP by providing a fully integrated system in a
SaaS model.
As an authorized and contractually binding representative of Grey Wall Software,I bind Grey Wall
Software to the following proposed solution for the stated requirements of the RFP.
Sincerely,
Sukh Grewal,CEO and Founder
l' i+51h U'
httryb'veaU.Com
jProlnir tary and Confid,nt+all
1
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Professional Services Agreement-Technology
Rev.9/2017 Pale 17 of 59
EXHIBIT A
. veoci
Executive Summary 4
Fully Functional 4
An Experienced Solutions Team Dedicated to your Success 4
Airport System Experienced 4
A Virtual EOC Specifically for Airports 4
Reliable and Never Outdated 4
Fast Deployment,Easy to Learn,Continuous Improvement 5
NextGen Extensible 5
Scope of Services-Proposed Solutions 8
Scope of Work Compliance 8
Operations E
Inspections 8
Wildlife 9
Daily Logs 9
Maintenance 10
Work Orders 10
Asset Management 10
Mowing 11
GIS 11
Lease Management and Tenant Compliance 12
Safety Management 12
Emergency Management 13
Integrations 14
Scope of Work-Project Approach 14
Methodology 14
Phase 1.Requirements and Planning 15
Phase 2.Configuring,Piloting and User Feedback 15
Phase 3.User Acceptance and Module Go-Live 15
htip:Hveoo.con� J,.,;�°J.;r ah,<:src
[PropriE t.iry and Confidential)
2
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 18 of 59
EXHIBIT A
veoci
Phase 4.Repeat for the next module 15
Phase S.On-site Training 15
Work Plan and Schedule 16
Schedule Overview 16
Management Team 16
Relevant Experience 18
Airport Systems 18
Large Hub Airports 19
Enterprise-wide Veoci Solutions 20
Compatible Terms 22
Fee Schedule 22
Veoci NextGen Data Services Option: 22
195 Church Street.14th Floor,New Haven,CT 06510 • 203 782 5944 info@veoci.com
http./Iveoci.com Grey wall Software.u
[Proprietary and Confidential]
3
Grey Wall Soffivare,LLC
Professional Sen-ices Agreement-Technology
Rec.9/2017 Page 19 of59
EXHIBIT A
' AVeoC1
Executive Summary-Beginning o/Document Page Count
Beginning six years ago with our home town airport,Tweed New Haven, Grey Wall Software LLC now
provides a functionally fully compliant platform to over 70 airports across North America.Veoci is
hosted on Amazon Web Services,and runs on any smartphone,tablet,or desktop browser.The solution
will be configured specifically to the needs of the City of Fort Worth. Veoci does not charge for per
solutions module,only per user license. Veoci looks forward to the opportunity of providing our services
and technology to the City of Fort Worth.
Fully Functional
Veoci is a highly configurable software platform that will be configured to meet over 99%of the
requirements outlined in Attachment C. Veoci has been delivering fully compliant solutions to a wide
variety of airports with absolutely no change to the underlying code. Our solution architects use the
very same administrator interface that our client-,use. Airports are in complete control of their
solutions Because there is never any change or custom,zation to the Veoci code,our solutions easily
adapt to changing requirements.
An Eeperienred solutions Tenn)Dedicated to your Surce<%
Our solutions team is comprised of airport operations professionals,each 100%dedicated to making the
City of Fort Worth's airports run smoothly and efficiently. Our staff know personally the pain of
inconvenient processes and the imperative of meeting regulatory requ,rements. Many airports believe
that technology is only as good as the support the company provides. Not only Is Veoci able to deliver a
technology that will delight the City of Fort Worth's airport users,we deliver on exemplary customer
service and support,attested to by our many clients.
Airport System Experienced
The City of Fort Worth has two busy airports to manage,each with varied informational and operational
needs. Veoci,unique in the industry with our successful track record of Multi airport system
deployments,including the Ministry of Ontario's 29-airport Safety Management and Airport Inspection
System and AvPort's multi-airport KPI project,will deliver the City of Fort Worth a fully integrated
Aviation Management System tailored to the unique needs of each airport.
A Virtual EOC specrProtly fer Airports
Veoci will exceed expectations In complying with the City of Fort Worth's requ rements to track
emergency events by deploying our Emergency Management Solution Module,an airport specifir_
Virtual EOC.While Veoci provides Virtual Emergency Operations Centers to cities,counties,2nd
universities nationwide,we are the only company to provide a Virtual FOC specifically tailored to airport
needs.
Reliable and Never Outdated
Veoci is currently delivering our cloud-based software to over 70 airports,and over 160 customers
nationwide.Hosted on Amazon Web Services we guarantee 99.999%availability,with east coast/west
coast redundancy. Airports like Dallas/Fort Worth international,San Francisco International,Denver
fl>r ,jv 't , ;md C. !Icoroj ilk.
4
Grey Wall Software,LLC
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Rev.9/2017 Page 20 of 59
EXHIBIT A
vend
International and Portland International have chosen the long term,lower total cost-of-ownership and
high reliability benefits that Veocl's cloud hosted systems provide.
Every single Veoci installation,across our entire client base,runs the exact same version of software
code_The Veoci code Is updated bi-weekly,with bug fixes and new features wnstantly added. When
Veoci clients request new features,they are automatically roiled out to all our dients through our
bi-weekly updates.The more airports choose Veoci,the more the code adapts to meet the needs of the
Industry.
Fost Depiayment,Easy to Learn,Continuous Improvement
A Veocl solution module takes approximately three-four weeks to deploy in a fully customized
conflguratlon. The configuration Itself usually takes a week,while the dialog and user feedback Is the
primary objective of the time allocated in the proposed schedule. For the City of Fort Worth,Veoci will
deploy six solutions,Operations,Maintenance,Asset Management,Lease and Tenant Management,
Safety Management,and Emergency Management.
The proposed schedule anticipates deploying from one to two solutions each month,starting with Pan
139 Inspections and Work Orders.This solution module-based deployment approach allows users to get
going fast and start seeing immediate Improvements to organizatlonal efficiency.Once users learn one
Veoci solution,they will have no trouble Morning another,as the interface is the same.
With each new airport client,comes a wealth of knowledge about how airports operate. Our airport
clients are frequently making suggestions for new features and functlonatities to meet their day-today
needs. Veoci routinely adds client suggestions to our product roadmap,and with our bi weekly update
schedule,clients see results. True to out onetode-version approach,all clients across all industries
benefit from new functionalities,that means the City of Fort Worth will see continuous Improvement in
capabilities made possible through our growing number of airport clients.
Next6rn Extensible
As the 2020 nears more and more aircraft are becoming ADS-B equipped.Veoci is ready with our
NextGen Data Services module.The NextGen Data Services module equips the City's ground vehicles
With GPS transponders and includes an installed ADS-B ground station to provide real time vehicle and
aircraft tracking. Pricing has been included as an option.Airports who chose to deploy our NextGen
Data Services are launching EM plans based on tarmac delays,triggeringvecid workflows from Irregular
operations,integrating vehicle historical track data with incident management,as well as verifying
self-reported operations. The community of Veoci users continuously discovers new ways to tie airspace
knowledge into day to day operations in Veoci.Veoci is ready for Nextgen when you are.
195 Church St•eet 1461 Floor,New Haven.CT Ob510 - 203 782 5944 • 114n4vear
htip:/iveoci.com Grey want son"u.ss
[Proprleta y and Coniitientiai]
5
Grey Well software,ILC
Professional Services Agreement-Technology
Rev.9/2017 Page 21 of 59
EXHIBIT A
velod
r-1r-% A t
L.,,; V
MEMO
September 5,21117
To:Whom It may concern
Subject:Veod use by DFW AkporCe A~Operations
VEOCI software has provided that web hosted software solution to Dallas/Fort Worth
Intarnatkmat airport for the following uses:
• Akflekl Inspection Management—FAA Part 139 inspections
• WIdKe Management and Tracking
• CFR 139 Compliance Management
VEOCI has been a vendor of DFW since June of 2016. My department Is pleased with
that service and support.
Please let me know If you have any questions that I can answer for you.
Sincerely,
Airfield Operations Manager
Operations Department
Oailas Fort worth International Airport2902 E.28"Street
DFW Alrpon.TX 75281
T(9 2)973-3233
F
(9 21
973-1188
i
NNW Fort worm
fm .Wrw A.-Mr,
P.O.em 619428
OFW Awpor,TX 75261.9426
14)� F,,)'.Nrzv,H.-!ea C7 0,-,Sl,j 1'j-;75;
http://veoci.COm Gr<r1' "J,)Ii:,olz'r,ard,
(proprietary and Confidentiail,
6
Grey Wall Software,LLC
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EXHIBIT A
veod
SARASOTA MANATEE AIRPORT AUTHORITY
6000 Airport Cade
* Sansom.Florida 34243.2105
tekpfwne(941)359-2770
sq-airport.com
September 13,2017
RE: LETTER OF RECOMMENDATION
To whom It may concern:
VEOCI software has provided their web hosted software solution to Sorasolo-Brodenton
Infemotional Airport for the following uses:
• Alrtield Inspection Management—FAA Part 139 Inspections
• Wildlife Management and Tracking
• Compliance Management and Monitoring
• Safety Management Systems including:
o Indolent Monogemenf
o Hazard reporting
a Medical Reporting
VEOCI has been a vendor of SRQ since September of 2014. My department Is pleased with their
service and support, VEOCI Is also very receptive to any suggeskm we may have had for
software Irr"ovemenh.
The Sarasota-&adenton International Alport Just experienced the impacts of Hurricane Irma
and using VEOCI was essential for mass notification of updates to airport stakeholders and the
public during the storm.VEOCI software never tolled and remained available 100%of the time.
Slricerety,
l
Llon*l Guilbert
Operations Manager
Operotiors Department
konel.oullbert0ira-oroori com
195 Church Street.14th Floor,New Haven,CT 06510 203 782 5944 info@veoci.com
http:Hveoci.com Grey Wall Software.LL
[Proprietary and Conf`identiaq
7
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 23 of 59
EXHIBIT A
teir
: Veoci
Scope of Services-Proposed Solutions
Scope of Worl, Compliance
There is only one item out the the 273 Items the City listed that Veoci does not support,that is#244,
Point of Sale transactions.Otherwise,Veoci is able to comply/mostly comply with all aspects of the
Scope of Work Table C.Upon request,Veoci can provide a line-by-line compilance table of Work Table C.
Our anticipated compliance is 99.63%.
Veoci Inspection points are GPS-enabled and operations can view all persons with the Veoci app turned
on at a glance For enhanced real-time vehicle tracking and historical track data library.Veoci will fully
comply with our NextGen Data Services upgrade option,priced separately.
Operations
Inspections
The Veoci platform is developed with lessons learned over fifteen years from millions of users.Forms
and Workflows provide airports with a powerful system to set up predefined fields to select from drop
down values,free text and other fields to record inspection results exactly as desired.DOA will have
customized inspection types,including but not limited to"daily airfield inspections,"zone supervisor
inspections',and'preventative maintenance inspections","daily and nightly part 139 self inspections,
perimeter inspections,hangar/tenant area inspections,and GA inspections.Through an intuitive point
and click interface,the airport can truly create an unlimited number of unique inspection types.
Veoci includes multiple structures to organize inspection forms.These structures include different types
of fields for data integrity single select fields,person pickers,numbers with limitation of ranges.
location,dates,and lookup and reference fields.Properties for fields include a choice of mandatory,
unique,or limits to the ranges In number fields.Help text and formatting options are available.These
fields can be added,removed and updated in inspection forms in minutes by Veoci Administrators.As
everything is point and click and drag and drop,Veoci Administrators need no IT expertise to configure
and maintain the system,
During an inspection,users may attach photographs,videos.or other files both before and after the
inspection is complete.DOA defined mandatory fields ensures that the user has responded to all
inspection criteria before proceeding to the next step in the workflow,and eventually before closing the
corrective action plan.The user is alerted to incomplete criteria before work may be saved or the
correction action moved to the next step in the workflow.
Through Alerts,every inspection Form,Task,or Workflow can be assigned to respective departments or
individuals through phone,email,SMS/text,or Veoci Notifications.Notes can be shared across the
operations department for seamless collaboration and communication.When a particular item on the
inspection Form is marked"Unsatisfactnry,"a work order can he automatically generated and assigned
to the maintenance staff.Further details related to the discrepancy such as location,details,photos,
parts needed to make the repair,or any other information about the discrepancy can be added to the
work order.
httpf+Il'p>Ci.CGr _r3 �',. !dU.
8
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EXHIBIT A
�#r veoci
A database of inspections and work orders is automatically created in Veod,allowing the airport staff to
view and create reports,edit Information,and present it to FAA during inspections.Databases contain
all critical historical information of submitted Forms including;Date,Discrepancy,Date of resolution,
location of discrepancy,and any other information the Airport would like to track.
Veoci can generate customized reports to document any type of inspection,including daily,night,and
Part 139 airfield inspections,periodic and special inspection reports,and ARFF inspections.Using a
template builder,any documents with embedded form fields can export data collected in Veoci.Users
can generate any kind of report for any data collected in Veod.
-i The Part 139 Solution is fully integrated with the work order system.
-�l The SMS Solution will be integrated with the Part 139 Solution Module,drawing on key data
such as discrepancy reporting
-�l Unlimited types of inspections can easily be created:perimeter,SW3P,etc.
Wildlift:
Veoci provides a comprehensive airport wildlife management solution that can address all DOAs
reporting requirements.The airport can create their own wildlife reporting form with key questions that
should be captured whenever wildlife Is spotted.This form Is accessible from the dashboard,from a
mobile device,and from the map view.Along with details like the date and time and wildlife type,the
airport can Indicate the exact location on the airfield along with the direction of the flight of movement
of the wildlife.Over a period of time,this will automatically generate an interactive visual summary of all
the wildlife incidenft that can be shown on the map.Emails can be triggered to the operations staff
whenever a new wildlife log is entered.Wildlife entries can also be referenced from the daily inspection
form.All the data Is securely available from the web and an be exported to excel and PDF formats,or
directly to the FAA wildlife database upon its release.Furthemore,during a wildlife sighting,
degradation,or depredation,weather information,time,date and other parameters an be
automatically captured in the form.
The wildlife solution also trades and manages all degradation/depredation actions.A database of
available depredation permits can be built Into the wildlife depredation logs.When permits begin to run
out(a threshold that may be configured by the airport,an alert can be sent to relevant users/
departments.
Qaily Lois
Veoci includes a flexible task management system that allows users to assign tasks,due dates and
escalation pretemr res to individuals and pre-defined groups.Tasks can be sequential or in parallel or a
combination of the two. Drop down lists of common activities an be established,as well as a manual
free text entry.Vead provides the ability to view daily logs with time-stamped entries,giving the user
the option to view structured Information in an excel view or in an operational log,which displays
structured and unstructured data. logs can be searched directly In Veod by any of the criteria captured
in the Task:date,time,action,user,etc.These searches can easily be exported Into a predefined print
template report.
Logs an also be viewed on a real time Dashboard–and the dashboard an be displayed on a large
common screen,or disseminated to each user's personal dashboard.Daily logs can be established for
any department In the airport organization.Operations togs an be searched by any input criteria(i.e.,
95 Church Sheet 14th Floor New Haven.% .Ob-i1 n • 103 782 yy:A - Ofb@veoo corn
http/fveoc'.crtn Ustit4ataSottwArv,
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EXHIBIT A
%pr veocl
keyword,date,time,user)and exported to customizable print templates.Veoci also captures existing
NOTAM5(per FAA requirements the airport must continue to Issue NOTAMs through D-NOTAM).Any
form Input can be captured in real time via the operations log,including Wildlife reports/hazards,or any
other inspection.
f0amtenance
Work Orders
Veoci has a comprehensive work order management solution,differentiating 139 Work Orders and
landside or facilities work orders.Work orders are completely customizable by approved end users.By
use of Workfiows,work orders can have a reviewal process to match your organization's needs.
139 Work orders can be automatically generated upon submission of an inspection Form for all checklist
items that have been marked as"Unsatisfactory."Once the work order is triggered,the maintenance
staff will be automatically alerted by Email and through a Veoci Notification.
Maintenance staff can access the work order directly by clicking on the link in the email.They can also
navigate to these open work orders/discrepancies from their personal dashboard page.
The entire process of issuing work orders that involve maintenance staff and operations supervisors can
be automated.Similar to designing a flowchart with different steps,A separate solution will be
configured for non-Part-139 related work orders for Facilities,Terminal,or other landside locations.
Supervisors(and other users with access)can,at all times,see a real-time dashboard and drill into
individual items to review their process and status.They can also have the system notify(by email,text
message or voice call)anyone registered in Veoci for the Airport.
An inventory database is fully integrated with the work order system.When maintenance closes a
workoder which uses parts from the inventory,it will automatically pull from that database.Alerts can
be established for when parts are running low,and reports can be established for the cost of parts or
labor.
-30 Fully customizable work orders for both airside and landside/terminal
-31, Fully Integrated with Asset Management&Inventory management
-i• Fully customizable reviewal(i.e.,workflow)process builder
-* Automatic database with ability to export to excel
Asset htanayement
Veoci allows DOA to manage all their airfield assets along with their lat/longs. All the airfield signs and
lights can be maintained in the system along with additional attributes such as asset number,date last
replaced,circuit involved etc,While creating the airfield assets database,and/or annotating an imported
database of assets, the airport can also take a picture of each asset(with phone or tablet)and log the
picture with the rest of the asset information.[lar codes can be established for assets in the terminal
area,and can be read with devices that have bar code scanners directly In Veoci.
While creating a work order,staff may select from a list of preloaded assets and the system will
automatically pull the geographic coordinates of the asset into the work order.Assets can be grouped by
ntm:/fveoci.cn,n i-, o,
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priority and foliowingly escalation rules can be established.If a work order issued for a specific high
priority asset,an alert can be sent out to a department or individual.
Similarly,a database of all airport inventory can be tracked and managed using Veoci. When the
maintenance completes working on a work order,they can indicate the parts used for completing the
work and the system will automatically deduct those parts from the inventory.
Additionally,financial information ran also be calculated and associated with inventory levels.For
example,a part used for an airline tenant's work order request can be tracked in the system and invoice
can be issued to the tenant for labor(based on the maintenance personel's hourly rate),and parts used.
At a high level,executives can track trending financial information through use of the Veoci in the
operations division.
Veoci provides a preventative maintenance inspection system for vehicles and equipment,that can be
easily modified by a user to fit specific inspections processes and data requirements.Reports to show
time,money,and resources are spent on repairs,which help airports decide when to purchase new
vehicles and equipment or continue with additional repairs.Veoci also generates reminders for when
inspections and regularly scheduled repairs are due.
Mawinc
Veoci provides a comprehensive mowing management tool.Using point and click polygon overlays,
administrators can designate areas directly on the map.Forms can be associated with map segments to
track multiple data points including;average amount of time spent mowing,the height of grass.
Segments can be color coded to depict when the next time it needs to be mowed.Further,alerts can be
sent to departments when a segment needs to be mowed..Supervisors can more reliably and efficiently
allocate resources and personnel to specific areas of the airfield.Zero turn mowing sections can also be
depicted on the map.
GIS
Veoci is fully integrated with Google Maps out of the box.Maps are a built-in feature that provides
visual and spatial awareness as well as quick and understandable communication.Any data point in
Veoci that contains a location or other GIS shape(e.g.map area or line)car.be instantly displayed on an
interactive,fully functional map.Furthermore,any GIS information in a.shp file that the airport
currently uses can seamlessly integrate with Veoci Maps.
Using map overlays and icons,administrators can drag and drop polygon shapes to create a full GIS
system depicting all airport assets,such as hangars,taxiways,aprons,icing/deicing areas,perimeter
inspection routes, buildings,terminals,tic dawns.Polygonal shapes can also be applied to represent
airport circuitry,drainage locations,mowing areas,etc.Approved end-users may capture a wide range
of airport information using forms and overlays.
Some of the capabilities that Veoci currently includes are:
� View and update incidents in real time with location data captured via customized forms and
tasks on a map.
Drill-down and filter map data based on advanced search criteria.
Easily aggregate mappable information from across different forms and display with
customizable pins,lines,and other visual markers.
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-P Toggling multiple layers of visual data on/off.
-30 Add,interact with,and update data directly from the map view.
-30 Geo-tagging of individual messages is also supported for mobile and desktop.
-30 Automatic triggers to update existing data or launch new processes.
-* Import shape files(ESRI),and export/import form/task data,including geo information via Excel.
-30 Veoci also provides a web-service integration with ArcGIS and allows your organization's existing
GIS data to display on the same map as your Incident data.
-P Associate forms with areas,create color coded polygones to represent time critical geolocation
data.
Lease Management and Tenant Compliance
Veoci has a full lease and tenant management solution to track and manage leases and other documents
across hangars and tie downs,or in the terminal/landside area such as Airlines,concessions,car rentals,
ground transportation providers,etc.
Through use of Forms and Dashboards,users can track all tenant lease and other information.Forms can
capture rent increases,track Consumer Price Index(CPIs),annual increases,Insurance.renewals,rent
increases,and termination dates can all be tracked and managed in interactive Dashboards.Escalation
rules for alerts(through email,phone,text,or internal Veoci alerts)can be established for any changes
to lease information.Alerts can be sent at predefined time intervals(e-g..30 days prior to lease
expiration,or 10 days prior to insurance expiration)via email,SMS text,or notifications in VEOCI.
Similarly Dashboards can be configured to capture when a renewal is upcoming,in predetermined
time increments.Notitications can also be issued to tenants via email of upcoming lease expirations.
Alerts can he configured for any kind of change,action,or update to tenant/lease records.Tenants can
be visualized on a map,along with lease information when a user clicks an occupied tenant space.
Historical information is automatically captured in Veoci.All tenant lease changes or hangar information
changes can easily be visualized and accounted for in the system.
Furthermore,an inspection/work order system can be established for tenant hangars or tie-downs.All
tenant compliance can be tracked and managed in Veoci.A public facing form can be established on
DOA's webpage,allowing tenants to submit work requests.
Safety Management
Veoci has a fully developed SMS solution which can easily be revised and custom configured to align
with DOA's own SMS manual. Through extensive experience deploying an SMS platform to the
Government of Ontario,the Veoci team has adept knowledge of Safety processes.The platform is fully
customizable to meet emerging FAA regulations.
Hazard reports can be captured in Veoci by both public facing and internal reports-A fully customizable
public report portal can be integrated on DOA's web page,which can feed directly into the Veoci
database.
Veoci provides a Risk Assessment Matrix builder Existing risk assessment information may be uploaded
into Veoci,shared,and analyzed if desired Otherwise,Venci's risk assessment forms may be used to
capture information from each entity regarding the major types of risk and their projected impact and
probaoility.The results of these assessments can then be used in vulnerability assessments both within
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and across entities.Veocl offers flexibility in the configuration of these assessments and the specific data
collection needs of DOA can be addressed during the implementation process.
The dashboards to assist in the management of the data collected during this process may show top
risks by the entity,categorize risks by type or by potential magnitude of impact,eoc.In this manner,
Veoci is a decision-support tool to assist those deciding which of the revealed risks and vulnerabilities
need to be mitigated.Dashboards not only facilitate consistent navigation for users,but the methods
used to collect incident data and represent it may be based on templates used in common across the
departments of the Airport.
In addition to the data collection and categorization capabilities for risk assessment,Veoci helps
manage the process of conducting these evaluations on an ongoing basis,allowing owners to be
specified,review dates,reminders and escalations to be set around the update process.This helps
ensure that this process is streamlined by providing transparency and accountability,and automating
the process.For example,risk assessments may be Initiated automatically on a yearly basis or may be
launched from a plan so that the same process is followed In a standardized manner each time.
-9 DOA an expand to SMS when ready.
-9 Data from all airports will be Incorporated into the SMS processes
4 The SMS solution module may be configured to access any data stored In Veoci.
Ernergency Management
Veoci is a powerful Emergency Management Platform that allows you to create,share and manage all
information related to an unlimited number of emergencies,incidents or events addressing all processes
Including the phases of mitigation,preparedness,response,and recovery.
Interactive,real-time dashboards,can be configured to display any critical incident information.
Dashboards can be pushed to individuals or teams,and are fully customizable from the user-end.
Dashboards can provide insight to any data stored in Veoci.
Airports can manage incident data and store it indefinitely in the system.Emergency response plans,
checklists,and procedures can be digitized and launched from any moblle device.In addition to helping
DOA manage processes,plans,handbooks,checklists,and procedures,Vecci provides an innovative way
for workers to communicate and connect through!looms.Rooms can be used to organize DOA response
to an emergency and can easily organize all additional Information/documentation(i.e.,manuals,
checklists,handbooks,contacts etc.)In one place,from any smartphone or device_
Veoci also comes with a robust review and reporting platform that is available for all issues that are
submitted Into the system.This feature is very flexible and allows for the creation of an unlimited
number of reports that enable workers,crews,divisions,departments,supervisors,and airport
administration to have their own views of assets,facilities,work orders,Inspections and more.
Using Workflows and Pians new incidents can easily be created and pre-established plans can be
launched for the emergency response.Any plans,documents,checklists,procedures,and contacts can
be automated in Veocl and accessed by any device. Rooms provide a framework for collaboration;
administrators can easily pull In external agencies by sending an ema1L Just-in-time training allows
external agencies,individuals,or groups the ability to use Veoci with no prior experience to respond to
any emergency.This framework for messaging is very efficient and easy to use for centralizing project
195 Church Sreet.1461 Floor,New maven.CT O6510 * 103 782 5944 - InWoveoci cows
http://veoci.CQm Grey wau 5oWmm
[Pfapr�aai y imd Coi ifidential]
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communication and documentation.Admins can quickly add new users to those communication spaces,
both from inside and outside the airports.
Statuses of any variables related to the incident can be tracked in Veoci.Since the platform is completely
integrated,damages captured in the emergency response can trigger a work-order to the facilities
division,for example.Since all information on assets,availability of utilities,and staffing will be utilized
in other Veoci solutions,the emergency management solution can pull in this data in a way that
optimizes DOA response. Hazards,accidents,threats,and incidents can be captured and categorized
and organized in Veoci databases.Databases can be configured to analyze threats and hazards in a risk
assessment matrix,or Risk Assessments that can be downloaded to Excel files.These processes can be
configured following any standard required.
Integrations
Veoci APIs are flexible and provide for complementing existing systems.All communication internally
within Veoci is via standardized Application Platform Interfaces(APIs)using Web Services(REST),which
facilitates data exchange and integration with many external applications.Veoci integrates with any
system that makes a REST AN available and also has a REST API available for querying or creating data.
Currently,Veoci customers interface with numerous systems such as ServiceNow,AssetWorks,MUNIS,
WebEOC,and others.Other secure methods of integration are also
available(e.g.SFTP,secure database connections). Recent successful
integrations include Maximo and Infor,for cloud-based installations
only.
Form and data
collection on
Scope of Work-Project Approach torrent processes
Methodology
Airport SME.
Veoci is delivering Airports game-changing cost reductions for highly Lk veno sME
Collaboration
customized software. Through all our deployments,we allocate —
considerable effort to understanding the airport's unique environment,
assessing constraints,and gathering requirements.Our solution is
hosted on Amazon Web Services. veod
Implementation
Working with the City of Fort Worth to address all critical issues and
implement changes to the City of Fort Worth's configuration is core to
our project deployment process. Veoci builds in an iterative approach,
Auport feedback
allowing us to understand client needs-where there is no penalty j and process re-
(change order)to adjust your solution before the go-live decision point. engmeering
The iterative process is essential to getting the airport the right It .,, v y_ -
solutions.
Veoci
A Veoci project is controlled through manageable deployment phases. implementation
Each solution is envisioned,configured,tested,iterated,re-tested,then Update(s)
deemed ready for user.training and deployment. Lessons learned are
then applied to the next module.System level requirements are verified
after all modules are rolled out.
Bet _ice:l�'- ..v,H 'Pr (7 gyp_'S l u
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(Propt ieL9ry and Confidential l
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Veoci will complete the full deployment for DOA,going live with one module/module set at a time The
Veoci Project methodology focuses on gathering all requirements and allowing for sufficient analysis and
technical changes.Veoci understands that it may be challenging for organizations to identity an
all-encompassing set of requirements,and we plan accordingly. For each solution module/phase the
fcllowing methodology is applied:
Phase 1.Recuiremersts and Plannine
During this phase,the assigned the City of Fort Worth resources and the Veoci team work together to
determine the requirements for the project,defining the details about the implementation plan,
identifying the detail about the material resources and staff needed to successfully complete the
project,and creation of the overall plan for the configuration_
The City of Fort Worth will be responsible for communicating requirements to the Veoci team,as weli as
gathering and organizing information from other stakeholders.the City of Fort Worth will provide the
Veoci team with an understanding of the organization and department processes,methods,and all
software applications in use that may need integration with the new System and other information
necessary to ensure the planning phase is successful. Grey Wali Software will compile all the
requirements needed to successfully implement the solution.
Phase Z.Confiv-urine.Piloting and User Feedback
During this phase,the Veoci Solutions Architects and Quality Assurance team assigned to the project will
build,configure and test the new System as per the implementation plan defined in the previous phase.
The City of Fort Worth will assign personnel as required to work with Veoci on final testing and specify
any changes needed.The Veoci team will also work with the City of Fort Worth team to implement
integrations with other systems as required and estimate the level of effort.If development effort is
needed,any additional cost associated with integration will also be assessed.
Phase 3.User Acceptance and Mgdule Go-Live
During this phase,the City of Fort Worth will accept the module implemented.The City of Fort Worth
employees should be available for questions,support to the Veoci team members and reviews,and to
assist with migration and integration work,as well as for UAT(User Acceptance Testing),
During this phase,Veoci provides intensive technical support to the City of Fort Worth Veoci Admins and
users to complete all knowledge transfer activities complementary to the following training phase
Kase 4.IReoeat for the next module
Although Veoci is an integrated solution,solutions modules are configured for users one at a time.
Veoci works in parallel on the subsequent module,which allows the project team to thoroughly test
every single module individually and deliver it to the City of Fort Worth,ready to use before the next
module is completed.When all modules are delivered,system level requirements are verified.
Phase 5.Onsite Training
When the primary solution modules have ht-en Completed,the Part 139 and Work Order fvlanagrmtent,
Veoci will provide on-site user training,as well as provide administrator bootcamp training. These two
solutions will impact the majority of Veoci users.
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Work Pian and Schedule
Veoci airports mostly agree that deploying solutions in a phased approach improves user adoption and is
less disruptive to their organizations. We have learned from many deployments,the best approach Is to
start with the part 139 inspections. Once this part of airport operations is up and running,solutions roll
out fairly quickly. We have also learned that training classes need to be run over multiple shifts,with
the primary objective to develop one or two highly capable users(super users)on each shift. If there is
a question during off hours,staff need to know who can quickly help out.
Veoci's phased roil-out approach incorporates the go/no go decision process into each solution module
deployment.For the City of Fort Worth deployment there will be four solutions modules deployed,
hence four go/no-go decision points. This approach reduces the risk associated with each decision,
allowing for Instant roll-back.
The Go-Live and cut over approach is completed step-by-step,in phases. After a solution module Is
completed and tested,It is ready to go live. the City of Fort Worth may cut over this subset of processes
from paper and/or alternate technology system to Veoci. Not all process will be cut over at once,and
there may be continued use of paper and spreadsheets until all solution modules have been deployed.
Gradually,all paper-based process will be eliminated,and all technology systems that perform the scope
of work contained in this proposal will be replaced with Veoci's up-to-the minute technology.Veoci has
Implemented this approach at multiple airports. Many airports themselves recommend our proposed
gradual deployment approach as more feasible,more sensitive to the diversity of technology comfort
levels,and less Intimidating to staff overall.
NTP of 1 MAY 2018 MAY JUN JUL AUG SEP OCT
NTP Month 1 Month 2 Month 3 Month 4 Month 5 Month 6
Operations
Maintenance
Asset Management
Lease and Tenant
Safety Management
Emergency Management
Schedule Overvlew
Management Team
Vishu Rao is the project manager. He has full authority to allocate company resources as needed to
meet the project schedule.
Vincent Jessel is the City's Account Executive and provides an alternate channel for raising issues.
Victoria will be involved In the project early stages,and then provide oversight on contract deliverables.
195 Church Street.14th Floor,New Haven,CT 06510 • 203 782 5944 • fns
http://veoci.corn Grey Wall Software,LL
(Proprietary and Confidential]
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Supporting Vishu are two key Executives,Tamas Simon,VP Engineering and Ken Moon,VP User
Experience. These executives will provide Vishu their team's resources as needed to ensure total client
satisfaction,on-time delivery,and full contract compliance.
The Solutions Team reports directly to Vishu. After Vishu has determined that the business processes
understood sufficiently for implementation,the Solution team will implement the agreed configurations.
Additionally,Alex serves as deputy project manager to Vishu. Both Michael and Alex have extensive
airport operations backgrounds prior to joining Veoci.
The Quality Team operates independent from the Solutions team and serves to ensure the solutions
meet contractual obligations,as well as delight our users. Hemangi Patel is our Quality Control
Engineer,Ana Fernandez ensures requirements are property tracked and accounted for and
requirements verified.
Vincent Vishu Rao
Jesse
Ac;ou Cis_ ; V,a( tld.,,gement,
Tamar Ken Moon
Simon
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Solutions Quality
key Veoci learn VeodTeam�
Michael Hemangi Ana
�e Patel Fernandez
PS.Ml.Eng1n.r_! SOWtioroArddtectl Qualitycontrc! Requirements
The proposed team Is well-resourced to deliver the project.
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Relevant Experience
Veoci provides similar solutions to over 70 airports in the North America. Our regional clients include
Texas DoT-Pharr District,Midland Air and Space Port(MAF),Easterwood Airport(CLL),Dallas Fort
Worth International(DFW),Texas Woman's University,City of Amarillo,Rick Husband Amarillo Airport
(AMA),and University of Houston. Included below are a selection of projects that demonstrate our
breadth of experience.
Airport Systems
San Mateo County Airports San Mateo,CA USA 2018
Overview
San Mateo County owns and operates two general aviation airports,the very busy San Carlos airport
located just south of SFO,and Half Moon Bay airport on the coast.
A System of General Aviation Airports
Veoci was chosen to deploy a flexible solution that would help the County better manage operations at
both airports.Like all of Veoci's airport systems,Veoci deploys a single solution that easily aggregates
specific information,while giving maximum flexibility to local operational needs.
Contact
Michael Byme,Operations Manager,mbyme@smcgov.org,650.372.3298
Ministry of Ontario Northern Remote Airports Ontario,Canada on-going Prr
Overview
The MTO manages 29 airports that serve as the single mode of transportation in and out of remote
communities in Northern Ontario for most of the year.
Inspections
Veoci manages inspection and discrepancy information for all 29 airports.Groups of airports are then
sorted into zones,with different Zone supervisors,reviewing reports and taking corrective action.The
project streamlines reporting,and provides airport managers on-airfield mobile capability,reducing the
number of trips Inside,then outside again(in inclement weather)to meet reporting requirements.
SMS
Veoci developed and deployed a custom SMS solution module to meet the Ministries tough standards
for Safety.The MTO had already developed their SMS manual,Veoci worked closely with the client to
implement their specific processes.
Contact
Carl Buyer,Senior MIT Project Manager,cail.beyer@ontMo,ca,(905)704-2742
195 Church Street,14th Floor,New Haven,CT 06510 • 203 782 5944 • Info@ver,,
http:/Iveoci.com Grey Wall Software,LL
(Proprietary and Confidential]
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Large Hub Airports
Dallas/Fort Worth International Airport Fort Wo,rh.Tv
Overview
Dallas/Fort Worth International Airport is the 4th largest airport in the United States,thereby requiring a
software solution that was scalable enough to meet its extensive operational needs.
Part 139
DFW implemented Veoci for inspection compliance,reporting,wildlife tracking,discrepancy tracking,
and asset management. The airport used the point-and-click form builders to create custom inspections
for Trap Activity Logs,Firearm equipment Checkout logs,Cannon/Shells Inventory,Fence and Gate
Inspections,Facilities Inspection,Airfield Condition Status Mapping.Herbicide Treatment Locations,
Frack Pond Inspections,Airfield Vegetation Status,and Landside mowing areas to name a few
SMS
DFW also implemented an incident reporting solution for runway incursions and surface incidents in
the event of a surface incident or runway incursion,an operations agent immediately completes a
Veoci form.Subsequently,an alert is triggered to the SMS manager via SMS text,phone call,and
email The SMS and Operations Manager,in turn,conduct an investigation after the fact,collecting
additional relevant information by uploading pictures and images as needed.The report is exported to
a pdf print template,and dispersed to relevant staff,as well as being presented to management based
on DFWs escalation rules
Environmental Compliance
DFW envisioned a unique solution to assist their team monitor environmental compliance during
construction activities.In approximately 3 weeks,Veoci was able to understand unique requirements
and deploy a solution to the team to streamline reporting processes.
Contact
Brenda Weber,Airfield Operations Manager,BWeber@dfwairport.com,972.973.3233
1 Ojxc`,q:',et. .-rh Flim ,Nev,hd'JFI ,. 1'J
11ttp://VeJC.Con�1 s,V"Ili
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Fnterprisc Wide Veoci Solutions
Nantucket Memorial Nantucket 1..%
Overview
During the busiest summer months Nantucket Memorial Airport occasionally surpasses even Boston
Logan International in terms of enplanements due to high levels of general aviation and other traffic.
The management team at ACK realized that in order to adequately handle the influx of traffic,their
paper processes would need to be modified and optimized.After speaking with and viewing
demonstrations of a number of vendors,ACK selected Veoci to help them manage operations.
Currently.ACK has spearheaded the user end configuration capabilities of the platform and has
self-implemented nearly 60 applications M meet a diverse set of needs ranging from FBO fuel
management to constructior management,to managing employee time off requests
Part 138
Nantucket initially started with 139 Operations and inspections.Prior to Veoci,the Nantucket
maintenance staff had to drive to an administrative building to receive work orders,and back again to
close them out Veoci provided an easy and efficient way to review,recieve and close work orders
automatically generated from a 139 Daily/Nightly inspection
Mobile Work Orders
Taking advantage of Vecct's mobile app and real-time reporting features ACKs processes have
become safer and less time-consuming Instead of physically returning to an office to issue a work
order,mspectors can send alerts directly to their mobile device
FBO Management
Nantucket manages and operates its own FBO Vvith ded,cated moble devices installed;n each fueling
true,, the FBO can seamlessly request fuel fills for customers directly through Veoci Users can input
the aucraft tail number,type of fuel and where its located.Veoci uses intelligence in its forms,such that
when a user selects"let a"for example only trucks with let a fuel will be notified Digitizing this process
improved the efficiency and safety of the FBO.
Construction Management
Using the maps and forms features of Veoci,Nantucket built a construction management solution to
increase safety to outside contractors working on the airfield.With the ability to add users as guests
(read only permissions) outside contractors and construction workers are able to retrieve important
information,view the construction zone on a map,and other important information
Contract Management/Administration
Using a fully customizable workflcw system Nantucket was able to digitize their purchasing and
contracting processes Instead of seeking permission in person or through email.Nantucket
automated this process with Veoci.New contracts or purchase requests can be reviewed,submitted to
the next step,or rejected by management or the purchasing department Essentially anything that can
be diagrammed in a flcwchart can be digitized using a workflow in Veoci.
Contact
Preston Harimon ARFF1 Operations Manager 508 325 7569
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Sarasota Bradenton International Airport 2 14
Overview
Sarasota Bradenton International Airport(KSRO)is a primary commercial service airport with nearly
100 000 operations a year SRO approached Veoci in 2014 to make the transition from paper and
manual processes to a cloud-based system.After reviewing a number of companies SOR recognized
Veoci's adaptability to Safety Management System regulations from the FAA,and chose Veoci.
Part 139
SRO began with automating their 139 operations inspections Through weekly 1-hour remote sessions,
SRO was able to go live with a fully automated inspection program within just 3 weeks from contract
sign. From mobile devices and tablets,SRO staff track airfield discrepancies based on Fart 139
criteria,submit wildlife reports,and manage all of their airfield assets SRO administrators also have
the ability to create and modify new inspection forms based on criteria that fall outside of the Part 139
nomenclature,such as hangar work order requests and landside/terminal inspections
SMS
Additionally,SRO was able to identify recurring issues across the airfield using Veoci's configurable
databases,analysis,and mapping functionalities.Data collected by operations staff are organized and
visualized on a heat map,depicting aggregate and repeated discrepancies over time This allows
management to make data-driven decisions For example,drilling down further on the heat map might
show specific signs or light fixtures with repeated replacements.alluding to a problem with underlying
circuitry rather than the light itself.
Custom Solution for Pilot Incident Reporting
SRO also implemented an incident reporting system for pilots,demonstrating Veoci s unique ability to
build custom-fit solutions as issues are identified Like all of our solutions,SRO's incident reporting
system followed our Rapid Application Development rncdei.With just a 2 hour conference,Veea's
solutions engineers were able to identify SRO's core processes and build a digitized application within
the system Next,SRO tested the system and returned feedback to the Veoci team After just 3 days of
testing and consulting the airport was able to go live with a fully digitized reporting process Using the
form budder,Veoci was able to capture information on the flight conditions location of the aircraft,
weather.and many other fields and items SRO needed for laser incidents within the approach and
departure zones of the runways. SRO can now visualize these incidents on a map,locating patterns
over time,and export reports to law enforcement agencies Typically,solutions take only 3-5 days from
concept to go-five with Veoci
Contact
Lionel Guilbert,Operations Manager,lionel guilbert@,srq-airport com,941 359 2770
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Compatible Terms
8.LIABILITY AND INDEMNIFICATION:As a SaaS provider,Veoci considers these terms not applicable. All
services are provided remote,there is no onsite hardware or staff. However,Veoci is committed to
working with the City of Fort Worth to establish acceptable terms to both parties.
Fee Schedule
Number of Users Annual Fee Per
Line Item (Units) User Total Line Item
So`tware Annual Suoscnpuon-'Year 1 18 $1.04000 $18.72000
Software Ann jai S•.i;�scnonon Year: 18 $1,040.00 $18,720.00
Mainrenance/updates $0.00
S'l000rt $0.00
1-osnng $0.00
One time Set Up Fee 1 NIA $10,000.00
2-day training in New Haven,CT for 2 oeopie
included(client pay's travel) 1 2 NIA $0.00
Tota;Fee for Two Year: $47,440.00
Veoci NextGen Data Services Option:
Veoci offers our NextGen Data Upgrade Package which includes:
-3, GPS transponders for five(5)airport vehicles
-Jo One(1)ADS-B Ground station-dual redundant,installed
-3, Real-time vehicle and aircraft tracking portal
-Jo Vehicle historical track data correlation for incident management
Additional$8,000 setup and$5,000 annual subscription including remote hardware support
http:Uveoo.co,
iPropriet-,ry arnrl Coniideniial)
22
Grey Wall SoBuare,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 38 of 59
EXHIBIT A
voce
item#241 of Attachment C
11 s file rFClicalicn AD=S ccmpUant? regular functional reviews and regression testing with each
rriome.d A critical hog is found by a o.stnmer,it shculd
yes. be reporter immediataly anU it is fixed witi.the highest
pointy within hours of the report.Acdnirnaily,all Catches
2)Can the application he web proxy enabled
and security updates are insta::ep as worn as they are
Not applicable for Veoci.Veaci i;100%web-hased and can rade available.
be accessed ever the internet. -
6)tithe cumpacV PC[compliant r
31)cscnbe the rnoWtion tochnalogy usc0 We ar,•PCI eompll int through our AWS snrvin•prcNdrr.
We encrypt all data,both in transit and at rest.Ag data 7)Whim aro the harkup air,retantirn uhrdule;for the
transmitted between Veccl and client browsers at cloud storage?
applications is encrypted using Secure Scckets Layer(55-)
technology.%hale certain information can be sent an_" We back up at least nightly All cath written tc a none in
received by users of Veoci via email,wh•ch is unencrypted, the Vecci cluster is continuously backed up tc Amazcr.53
such communication i;not required for the use of Veoci -sing snapthat, D,ir pnucy states-in general-that GW
are:car,be disabled,if recurred.Emails sent by Veoci can cces net eelete data,customer,do.Data celeted by the
be authenticates by the recipient system using the Sencer customer can he recovered from backups for up to 30
policy Framework(SPF), r•TMt,
Veoci uses the Amazon.S7(51mple Storage Service)for K)What is the Si A for nn time fir apphratinns stored in
application,encrypted file storage for data at reA.All the clei.id--
?acryption is 256 bit ACS.In addition,access to each Veon
_erver on AM i;secured with the use of shared Jur reccrt t.pt•me meets tai gold standard of cloud
Public/private key,ensuring that only the aLdh0i'12ec wniputinq with a 99,995%spur,-We at,o five.;9.99%
ecminwrators from Veoci can access n,r servers ,Fume guarantee
41 What is the maintenance/patching schedule on the 9)Where is the techn,cal support staff located;
rinud service"What is the downtime'What is the
notification process? All technical,tall personnel are toIdled at our
headquarters,n New t:aver,,CT.
We have an aggressive two week nevelopment cycle Waith
new features released every two weeks and critical M What redundancy does the company have in plate'
hl.gs/isaies resnived in hour,.Fven with cur rapid
developrnet:t,customer,w:g experience VO downtime. Veoci i,hosted in two different AWS availebihty zone,.
We use a zero-downtime deployment methcd,and.in -ach Availability zone is designer as a clt.ster of data
fact we maintain a 99.99%uptime guarantee.The result is -cntcrs Each sin er running Veon i,paired with a server
a highly adaptive and stable software platform. in a�nllerent no.e in the cluster,arc the two servers will
prwes;data in nniinn.When one iervrr(alis,it;sister
Huwever,in the event a:;epksyment is expected to be serv>_r will aLtom•aucatly pick up Ute lead Iron,the failec
impactful to z,Momers(e.g they will experience server.Additionally.each rode in the duster is treated,n
downtime,a noticeable rte%feature will be deployed,etc} geographically distant it nimum of 10 miles!areas This
customers are notified as soon as possible.Custcrers are msuiates against possible environmental cisasters.We
ahlr,to cherse rheir preferred communications method also have a disav er rectrvery ate lorated in AWS West
during Phase one of oL.r it•-plementation schecule,ane the iOregon).This pruviues an adnitianal layer at redundan.y.
notification process will be through the rustnmer selecteo
channel. 11;Citizen facing components:hall he ADA compliant?
5)-tow do you as a company acere,s zero day We arc partially AnA compliant Dur rrad map mrh,ces
v ulner abihli ea? ,ncrea,ing n c r ADA L or*PWIlLe and acc a ssibility in gerier I.
Any vulnerability found is immediately fixed with the 12;VD Ccmpatlbie?
h,ghest priority.At any time.there are ZERO critical ttugs We are cnmparihlo with Virtual llo sktnp infrastrurn re
it.the Vroc,system.it undergres hill automated testing,
_) i r i'�r ••t. -•1 F .i ,i ie., H - - '1"'ib -�1
nttp:/'iV?OC fir T_, •_ .t' ntt:i,..
(Pr.;iir ^t• . ,n„I t':u 4r`i•r,n iii
23
Grey Wall Software,LLC'
Professional Services Agreement-Technology
Rev.9/2017 Page 39 of 59
EXHIBIT A
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B.23.84th Leg..Regular Session. OFRCEUSE ONLY
This questionnaire is being Mad in accordance with Chapter 176,Local Government Code by a vendor who pyw
y Reired
has a business relationship as defined by Section 176 001(1-a)with a local governmental entity and the
vendor meets requirements under Section 176 006ta)
By law this questiormtare must be filed with tie records administrator of the local governmental entity not later
than the 71h business day ahem the date the vendor becomes aware of facts that reWre the statement to be
filed See Section 176 005ta 1 h Lord Government Code
A vandor commits an offense It the vendor knowvgly violates Section 176 C06.Lord Govatllrnent Code.An
offense under dors section is a misdarneanor
J Nance of vendor who has a business relationship with local governmental entity.
3j D
Cheek this box if you we filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you becarne aware that the originally filed questionnaire was incomplete or inaccurate)
Name of local government officer about whom the information is being disclosed.
Name of Officer
AJ Describe each employment or other business relationship with the local goverrarent officer,or a family member of the
officer,as described by Section 176.003(ax2)(A).Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described.Attach additional pages to this Form
CIO as necessary.
A Is the local government officer or a family member of the officer receiving or likely to receive taxable income
other than investment income,from the vendor?
Yes F-1 No
B Is the vendor receiving of likely to receive taxable income,other than investment income from or at the direction
of the local government officer or a family mernber of the officer AND the taxable income is not received from the
local governmental entity?
Yes F-1No
S Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business amity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of one percent or more.
s
Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176 003(a)t2)(E),excluding gifts described in Section 176 003(a-i)
7
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Cunmrssion www ethics state tx us Revised 11302015
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Paan 40„t 59
EXHIBIT A
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be farad at httpltwww.sraiutes.legis.state.tX.t:s/
Doc&(LG/hIm/LG176.hfrit For easy reference.below are some of the sections cited on this form.
Local Government Code 5176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A)a transaction that is subject to rate or foe regulation by a fedora(,state,or local governmental entity oran
agency of a federal,state,or local gov*rnmental entity:
(8) a transaction conducted at a price and subject to terms available to the public;or
(C)a purchase or lease of goods or services from a person that Is chartered by a state or federal agency and
that is subject to regular examination by,and reporting to,that agency.
Local Government Code jl 1 T6,003 N21M and(8):
(a)A local government officer shall filo a conflicts disclosure statement with respect to a vendor if:
(2) the vendor;
(A)has an employmontor other business relationship with the local govemmentofficer or a
family member of the officer that results In the officer or family member receiving taxable
inconte,other Ihan investment income,that exceeds$2,500 during the 12-month period
prw*&g the date that the officer becomes aware that
(1) a contract between the local governmental entity and vendor has been executed;
or
(ti) the local governments]entity is considering entering Into a contract with the
wertdor:
(B)has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than S 100 in the 12-month period preceding the dam the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed;of
(]f) the local governmental entity is considering entering into acontract with the vendor,
Locwl Government CocN 517G1Mat and(a-11
(a)Avendor shall file a completed conflict of Interest questionnaire if the vendor has a business relationship
with a local govemmental entity and°
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family memberof the officer,described by Section 176.003(a)(2)(A);
(2) has given a local govemmend officer of that local governmental entity,or a family member of the
officer,one or more gifts with to aggregate value specified by Section 176A09(a)(2)(B),excluding any
gift described by Section 176A03(a-t):or
(S) has a family relationship with a local govomment officer of that local governmental entity.
(a-1)The completed confect of interest questionnaire must be filed with the appropriate records administrator
riot later than the seventh business day after the later of:
(t) the date that the vendor,
(A) begins discussions or negotiations to enter into a contract with the beat govemmontal
en*i or
(B)submits to qte local governmehlaf entity an appNaatioti,response to a request for proposals
or bids,correspondence,or smother wri*V related to a potential contract with the local
governmental entity,or
(2)the date the vendor becomes aware.
(A) of an employment or other business relationship with a local government officer.or a
family member of the officer,described by Subsection(a),
(B)that the vendor has given one or more gifts described by Subsection(a);or
(C)of a family relationship with a local government officer.
Fwn P►oNdd by Taxw Ethles Cpm wmlon www ethics.stata.t*us ReNsed 11ra02015
Cray wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 41 of 59
EXHIBIT A
Vendor Narne, Grey Wall Software
RFP-18-0144 AVIATION MANGEMENT SOFTWARE SOLUTION
G-1 Vendor Qualikation and References Worksheet I Corripany Overview
Number of wars in beMeaa 7 Years
number of wtln Invahied wkb proposed solution 6 Years
LetsRpowsodmtWrare 4,223,615(As per 2017 Tax Retum)
Number of elprd iontswbiInpropra 5 airports are in project set-up phase.veod has over 70 airport clients with completed projects.
Letestpfasirrrrrle 4,22:,615(As per 2017 Tax Retum)
Arenralrevererefor"ttrne(3)fkaillMr'a 2017:$4,226,615;2016:52126,235;2015:$1,413,406
Yearovervarpoadfrlestow"C fbaly,Mrs 2017:9774:2016:50%;2035:45%
%dadMeee Whoa rerotrw lien dents 1"Un Xab aid
LaCrl tiaaellenrnt 41%
LfafaOlberaaeles revenue tro idents is tla Aviation 27%I50%of the Aviation Saks Revenues are Saks revenues from State&Local Government)
%OfrevanwtrotnkppiriMMett ion54swices 22%
Phimprovide,1spe:IOQSamtRVbftnpit2 MAki ron NIA
otatererrberafatnpleyeee 46
f efsairLadeMsYanpbM'aeadafteadto 5Employ"
proposed elution
Nwnbrof support maria wnpbpew dedkated to 5Emp4oyees
proplasedseludon
tkt of uxdb ra N Naft Make New Haven.CT
Usta Loostlominodwasof>rapma None
Windsor of d6bi broldw Inft put 2VNry 0Data Breacnez
Grey Wall Softivare,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 42 of 59
EXHIBIT A
Ventlne Name GM Wa115afM'e2
RFP-18-0144 AVIATIGN MANAGEMENT SOFTWARE SOLUTION
w7erfP NereaeYeerw( !VaEaslurl Wonh(VIW3:Sar.wWOral<Mwl Mxluf YWflaerd(YUx( Nanttkkel M<rwrut MiswuW lMerrtalrnraY
ptlrrretliMMl(SPtlj Aipnl Aiprul
I.IOCLraty �AlryWl Airpwt AIrWN AepWt 4a Wn
__....__._.... ........._,.. _. _. _.._._ ___... ..._.__ __....... ............
sm"d SrvNr.eedh! Innturnykarar -APktA uy<rJaNn, Nix•N rJyrfWin ar<I Aif1.kI1I 4W1m Ae firkl cyerafum.ww4
', IrpnrtMg wiNlAr rnperlOrt.,wmkmArr�.PIW45rN1•rtan•L)W im knprrtnmvmM1fNA<ra nrtlrrnwHgem<nl
Irarkng dfureyareY ':AevmpnYytrs ling ruM aM lease knryrlvm rx.rErr<y
tfxleng 1Wl manNprrcM blWgn
':rrgrWfrlrrri.rup la•rr.im Nrm"M-8 : Fg0—,.W-Nsyarm<rlaling imrgrXion wall
'Act,ay ln,e h.— -tuolard WOV andtuelry{lruci Cmwds.R—N
'r01dGn*.'d ChckOr4 -MareBerreM STSnm trxbry✓manal{rmrM paremrM unwr
b(,:;Canun)thees - �nmlru lbn 'MeA+lun
:Ince Mory,fxntr:and rrulMfFmem lwl fun
r,Nlr nwprrlu _ : arinwrnlexiuN px
'. xilakxlmynikm. rw!y nrent vYhrrun.
:AnEreN COrdRnn Slxuf
M.OpIM ffer!*. e
T, —W Lp.almn,
ffxk Pont kn dlorn.
'Ao,..N vefebtbn
'L+1 u.arAf tarelvl<
w.rC x a•.APn
'Jrvk•prA SMV.eM
1 .•oral vAN<ms
'',luNsaaeh�erea YeplerrrrbA ...Ax�d01rr>Axxn -Ai�frcN—W.,— A I*M r31.,— Ai
xM f WU{•el.Nrtwr................... .
... ......
i gevy MnugnmM
':[mhunnrnl+l.afd SMS mngr.y lrrspun+, PILYS YMTIrxe wl•egn Aifi•N Llper+lurn
SMNfar<4rIrPPrn aM SM55nflwx<. :
pwf—
YerfbrdhgofelSdtrtlenletifoerrY! 11161.2 l/l ft 1;61.2 1A1-2 114.3.1
:Tartr.a gee(+.)fetbede '.
F.0.li lMY y/EW2016 '/2014 IVIM6 6(2015 912016
.. ...__..._.._ _...... _ _ ........... ........._ ____ ...................
hWen CnglilrlDde OfMPaper.ieb eVMmE
'f�eildler NaY)
Cq .Teei Sy2612017-5eMI2018 9/1/20179/30y2018 11!8!20111 (ml018 7/1)2U17,W0f)0t8 W%/2Cr17A{302018
',CmWENwse fiAlMe
8--M" Lk,.IGWWM t uh-W,N.jttt Neglln Wnnnrt ARFfj IhnP mOw,ManaYur
' t)perNbm M+rugrr OEerWxxn Mantger Manager.lt egrMlxrm MnuBer iyU<rm8 krvk<+
CawNel T.Mpb rNYnkef 1972:•233233 :9543591114 503.4156"1 5083251569 70182161^9�—
',UAYtNies 14M East 29M Sher! 14010 A-0 Cirk. 12W Northeast Airnurt
:5arawM,
IL MW Waf,po Wo
Ihkr Miunrl Aiprnl,
pnftprd 0.91118 _
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n akpun.sam vrdiWetWlunlard. yrfrt.ttun wm
Nr.ead YaMee TreWr's Erl(a{eewrrl Yewyi ani '.velu llAo 'VeNr Rao Vdru Ran .WNltl flao VMUPao ...
Grey Wall Software,LLC
Professional Services Agreement-Technology
Ret%9/2017 Page 43 of 59
EXHIBIT
Vanda Name: Grey Will Sdtwara
RFP 18-0104 AVIATION MANAGEMENT SOFTWARE SOLUTION
Compao7/A.arrwtian Ramo an Fanoxulntemagml Colorado SprinO Airport Gore tof Ontanos `ello ...Aeponal Anoon Lr.ermore A,mn
Arpai
M.0—A..9.Arpu
3 Airport Ar.ort Airpal AYpat Aopat
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rrl.eywarrA W.raOww, I..I.dtlm,Ilr..rr..rY aIM nr.apmaat.ah.WRMlpn. rwlylrlwr.GA Mp2bft.
rq.rMrwata,npeaW., .6mom...t,was arch..
a--trl.lr.wrrrrl Meat M../r...t.
Brrllrt.FaOr..tarplarMYd AYIIWM.a./nw.t, IA~Cp.rnba.. �AY�I OrMtl
@g,=SMM YOp—Mas A.%100v.rapam
4r�R.►IYq.p...MA 546 Igetlow wk.8n
Sdtr.r.pleft
vommerprIFa.W kkfto MMlAarW 17432 1743.7 174.73 174.3.7 17432
CaptaabW Hgw.0
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tow.aTara 1/1V201L1/1V2m3 21/51/1m7.17/UAMI 1 AWM7.11/1W2(20 711MU-030/2015 12/1/2m7.11/1g/1WS
IYraa of S"twp Yrtiam pf"n of m") W. IUa M. W. W.
Maanw dfrd.e*add.tops.."Marnpr a.d V-ft. VYrwrt Am.1-CDA Aka VYhu Aau PM VlArtl Grp
"-AIa.Mua.-PM VYrtrt AM.Mpry..-PMVk-M
n Manana n PM CEM i.r.F CEM X—I-CEM
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 44 of 59
EXHIBIT A
Vella N— Grey Well Software
RFP 19-0144 AVIATION MANAGEMENT SOFTWARE SOLUTION
6-1 Vendor Qualifkation and References Workshoet I Software Solution
brcloded b Ropasal 0p"--WAN Humber of alatalled
C—Vendor Sdutbn or Yerslonl n'
Roposed Nof D
.oate
Itrm 1' m Thwd Party P..,Name NbdNle(Appa,a Name PNeae Ur'W Damenebatad to Ikensea Installed Sees(w Indicate Giant
Opd-,I fot City of Fod Worth Crty of Fwt W ord+(y/N! Rafxenca(
1 l'ex F�rywt Sdn>are Subcript en Cora iciu.sn Operations 1'a i? Ye: .e .-
Maimenxnu
Asut Manapmem
Lease Manapment
Safety Abnpmenrm
Emerpncy Menapmbd
Grey Wall Software,LLC
Professional Services Agreement-Teclnlology
Rev.9/2017 Page 45 of 59
EXHIBIT A
Vendor Name: Grey Wag Software
RFP M0141 Avaiotion Management Software Solution
G-1 Venda,a
Proposed SoUto,
Induded h propsaNOperatlonN AND Number of httaRed
Cora Vendor Solution m Modnle f Appluaaan V. / Pr .d No.of Date Drat
IUma or TNFd-party padare N", Name fleleate C.be Demonat—d to Ucentet Ins OW SNes(or lndl<
Opt—]tar City of fart W.0, City of Fart Worth NN) Cram Rare,....)
Thrd - et
Vud N—G..Data$a,-- A
ADSR
2 OKIONAL base station
Grey Wall Software,LLC
Professional Services Agreement-Tecluiology
Rev-9/2017 Page 46 of 59
EXHIBIT A
Vendor Name: Grp Wall Softwan
RFP 19-0144-AVIATION MANAGEMENT SOFTWARE SOLUTION
G-1 Vendor a
CompanyjOrganintlun N+ne San F.ncisco lnternat-1 Colorado SPtinp Airport Government of Ontario's Yellowstone ft$—I Atrport Lr+erngre Airport
Airport Northern Remote Airports
Industry AnpprtAitpart Airport Airport Al,Port
Stripe oFS—k-R,mded Software fora"'.. Alrfield aperatbns, SMS platform for a 29 airport Operations,kale Oparatbns.kala
manapment,aM.nons, InspeGbns.Inventory system rnanaaeme admfnktratw. —jernent,GAinspectbns.
maintenanu,inspetdions, —rapment,work orae..
Em<rpnty manaatment, assrt manapment.
BuYness Rotesses lmpkm<ntad AiI Manapment. Airfield Op"cri, Anfiald Operations a rd SMS Awfie.Operat— AI'kld OpWs
aron
Emerpnq P-Pon,,and SNS InspeRbns,work ora<n
Software pladorm
ms
Vlon of Proposed Sdwl-Implemented 174.3.2 174.3.2 174,3.2 174.32 174.3.2
Connect Sim(S)E.imate
Rol<R Start are 2,2018 11/2MS I10/21n7 312018 3/2013
Rolert End EW.(If m progress,nate-peand End Date)6/1018 4/2016 .42016 w2ma 4/2018
Contract Term 1/291MIS-112112019 12/31/2017.121302018 11/10/2017-11110/2020 7/3/2018-6/3012019 12/1/2017-11/30/2018
Name of$y1tem Integrator,(t(Pat of stops) NA N/a Na 0/a Nta
Name o(SwV RaNder Enpg—t Mafpw and .-Pao VMoenI Teasel-CEM Al.. Vahu Rao-PM Mon.Germy-AMM Nay--PM Vincent Aka Npryen-PM VMnnt
P,7 aManapr N n-PN1 CEM lesse4 CEM Jesse!-CEM
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 47 of 59
EXHIBIT A
I laSO16 r ivetoly+Cat+20161 I24..M(966x024)
State of Connecticut
Department of Administrative Services
Supplier Diversity Program
'A,Cert fes Grey Wall Software
129 Church Street Ste 321 New Haven CT 06510
Jisiax
As a ,Smaff/3finority Business Enterpnse
November 22,2016 through%ovem6er 22,2018
Owner(s): K.Moon;N.Ellis.S-Grewal:T.S Mon.V Rao
Contact: Sukhminder Telephone: (203)782-5944 Fat FAX:
E-Mail: sukhCwercywallsoftware.cont Web Address: httpi//vemi.com
**Affiliate Companies:
ead). 4"0.4
OAS 0murement Oirector
•'A amrsua:.nnJnl a.rt.Va1.e.prtaa of�amva't u,kkr W.n.:niae pe�rys>Ail'.n�r!cmu:,v,m ucY'PRS(.+)aY6.�m 0e rusiatr r.0 t:LeieJ
hgpe:t/vwci.coma+aeaci/31zu9a182873571variatnn/Divemty+Cat+?A16117:.pr� In
Grey Wall Soffivure,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 48 of 59
EXHIBIT A
GREYWA OP ID,CS
CERTIFICATE OF LIABILITY INSURANCE °"08714` "
112017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING NSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER _
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the poiloy(ies)must have ADDITIONAL INSURED provisions or be Endorsed.
N SUBROGATION IS WAIVED,subject to the tams and conditions of the pollay,certain policies may require an endorsement A statement on
this certHioate does not oonfer rights to the cerilloate holder in lieu of such adorsem s.
PROgICIR 203-789-0100 Ronald L Schumltz
Duble&O'Heam,Ino. ►Hage 203-788-0100 I FAz 203-789.0683
64 Trumbull Street lAK N.E,a, ____ a e."1s3:
Now Hawn,CT 0"104084 MISS:
_. .. __. AliSJISIRiIlAt[OROea1 CfkvBtAOIE___ .. -"MCA _
Great Northern ,20303
nsURVO Grey Wall Software LLC ea,.,,FederalInsurance Company
196 Church Street,14th Floor INMPER ,Beazley Insurance Company,Ino
New Haven,CT 08610
_--
COVERAGES CERTIFICATE NUMBEIL REVISION NUMBEIL
MlelAaR F:
THIS G TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUEDORMAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDRtONS OF SUCH POLICIES.LIARS SHOWN_MAY HAVE BEEN REDUCED BY PAN)CLAIMS.
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CERTIFICATE HOLDER CANCELLATION
GREYWAL
SHOULD AMY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED N
Grey Wall Software LLC ACCORDANCE WITH THE POLICY PROVISIONS.
196 Church Street,14th Floor
New Haven,CT DS610-USA Aunawzeo REl Ra6INTATNE
ACORD 26(201&03) O 1888-2016 ACORD CORPORATION. All rights reserved.
The ACORD name and logo aro registered marks of ACORD
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 49 of 59
EXHIBIT A
veoci
06/05/2018
Sheila`sak.er,Seam 3uy(-r.'urcttasir �hrisit�r
hi=CirV of=ort�Mortl
�[iQ-BXdS Slreel
-ort Vdor?h, e<a<76102
2='.'�e;porse for Aviauur, Var-Hoemert Scduuor�F�l No. 18 01 11
Veoci follows an iterative implementation approach and the project plan can easily be
modified or revised per customer request.The following is the proposed schedule for
deployment and associated payment milestones. Upon customer feedback the order
of solutions can be revised based on priority.Please see the "Scope of Work--Project
Approach"section of the RFP response for an overview of the implementation process.
Fee Schedule
Number of Annual Fee Per
Annual Subscription Fees Users(Units) User Total Line Item
Software Annual Subscription Year l 15 $1,040.00 $18,720.00
Software Anna:Suuscr+ption-Year 2 18 $1,04000 $15,720.00
Ma ntenance/updates $0.00
Support $0.00
Hosting $0.00
Total Annual Fees For Two Years $37,440.00
Implementation Fees
One-time Set-Up Fee,Including:
$10,000.00
Configuration included
Assessment workshop included
Needs Analysis included
G .f-dNV.14..J2 n.C" 73 i 5,) F�
hUp:/Ntoci.com
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 50 of 59
EXHIBIT A
jr Velocl
Data Migration included
Testing included
Revision and user Acceptance included
2-day Administrator training in New Haven,CT for 2 people
Included(client pays travel) $0,00
End User Training(web-based) $000
Airport Integratlons"
Included
Inventory Management included
Accounting System/ included
PeopleSoft included
Bosch video and gate system included
DOA Websfte included
CFW Website/zoning included
Atmospheric Radar!CASA included
Standard Integrations:
included
FAA digital NOTAM Manager included
Flight Aware included
National Weather Service included
FAA OEAA Obstruction site included
AirNAV included
FAA Strike Database included
'Airport integrations assume Veoci is given an API endpoint.Veoci is riot responsible for lees associated with
integrations from third party vendor.
Total Implementation Fess: $10,000.0()
mtp:nVeoc"Con,
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 51 of 59
EXHIBIT A
veocl
Implementation Schedule
Integrations schedule to be determined based on customer feedback/needs analysis
Milestone Contract Sign Month Month Month Month Month Month Month
1 2 3 4 5 6 7
1 Operations
Maintenance&
1 Work Orders
2 Asset Management
Lease/Tenant
Management&
3 Administration
Safety
Management
4 System
Emergency
5 Management
Payment Schedule
Contract Signature Annual Subscription $18,720.00
Completion of Milestone 1 lump sum payment $2,000.00
Completion of Milestone 2 lump sum payment $2,000.00
Completion of Milestone 3 lump sum payment $2,000.00
Completion of Milestone 4 lump sum payment $2,000.00
Completion of Milestone 5 lump sum payment $2,000.00
Total Year One 1 $28,720.00
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nttp://veoci.com
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Grey Wall Sofm are,LLC
Professional Services Agreement-Tecluiology
Rev.9/2017 Page 52 of 59
EXHIBIT A
veoci
We are very pleased to offer the City of port Worth the above pricirg proposal.We greatly appreciate
the review of our proposal and the in-depth corsideration irvolved it your software selection
process.please do not hesitate to reach out with any additional questions.
Sincerely,
Vincent jessel
917.807.6853
Grey Wali Software
Airport Account&Client Engagement Manager
195 Church Street.14th Floor,New Haven,Cr 06510 • 203 782 5944 Ex.515 vincent.jessel@veoci.com
http://veoci.com
Cl-wall S ft em tic
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9/2017 Page 53 of 59
EXHIBIT B
PAYMENT SCHEDULE
Payment Schedule
Contract Signature Annual Subscription $18,720.00
Completion of Milestone 1 lump sum payment $2,000.00
Completion of Milestone 2 lump sum payment $2,000.00
Completion of Milestone 3 lump sum payment $2,000.00
Completion of Milestone 4 lump sum payment $2,000.00
Completion of Milestone 5 lump sum payment $2,000.00
Total Year One $28,720.00
Carey wall SofivmM u.c
Professional Services Agreement-Technology
Rev.9/2017 Page 54 of 59
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including
penalties:
Approved Payment Amount:
Cary wan so1ww=,ILC
Professional Services Agreement-Technology
Rev.9/2017 Page 55 of 59
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Consultant wishes to access the City's network in order to provide Veoci
Aviation Software Management Solution. In order to provide the necessary support, Consultant needs
access to Internet and Intranet.
2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the
City's Network for the sole purpose of providing Veoci Aviation Software Management Solution. 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 Consultant with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the
Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this
access is being granted for purposes of completing services for the City pursuant to a separate contract,then
this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services,whichever occurs first. This Agreement will be associated with the Services designated
below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No.PO No.;
3.3. ® Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually 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 Consultant 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,Consultant 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
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers,agents,servants,employees or representatives
may not share the City-assigned user IDs and passwords. Consultant acknowledges, agrees and hereby
gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
cmy wan Software,LLC
Profcasional Services Agreement-Technology
Rev.9/2017 Page 56 of 59
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny
Consultant access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1. Notice to Consultant Personnel — For purposes of this section, Consultant
Personnel shall include all officers, agents, servants, employees, or representatives of Contractor.
Consultant shall be responsible for specifically notifying all Consultant 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:
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Consultant Personnel, and will immediately report the loss or theft of such equipment to
the City;
5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from
connecting personally-owned computer equipment to the City's Network;
5.1.3. Contractor 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. Contractor 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 Consultant 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. Contractor 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
Consultant Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice,and without penalty to the
City. Upon termination of this Agreement, Consultant agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor,its officers,agents,servants,employees and/or representatives to access the City's Network.
7. Information Security. Consultant 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.Consultant 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 Contractor-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.
(signature page follows)
CATY wall softwm,IM
Professional Serviccs Agrccn=t-Technology
Rev.9/2017 Page 57 of 59
ACCEPTED AND AGREED:
CITY OF FORT WORTH: GREY WALL SOFTWARE, LLC:
By: _ qi � By:
Sus�Ais Sukh Grewal
ssity Manager CEO and Founder
Date: Q1 Date: 9f 6/'Z-0 y-
APPROVED AS TO FORM
AND LEGALITY:
By:
Jo .gVoirg
As istant City Attor y
ATTEST: F OR;?
�-110. O` ,
By: U _
ary J. s r *`
City Secr
`XAS.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Grey Rall Software,LLC
Professional Services Agreement-Technologt
Rev.9/2017 Pane 58 ol'59
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Consultant Grey Wall Software, LLC
Full Business Address 195 Church Street, 14" Floor.New Haven, CT 06510
Services to be Provided Veoci Aviation Software Management Solution
Execution of this Signature Verification Form ("Fon-n") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. Such binding authority has been 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 Consultant.
Consultant 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 Consultant.
1. Name:
Position: j
Signature
2. Name:
Position:
iV E
Signature
3. Name:
Position: A
Signature
Name: Sukhminder S. Grewal
C
Signature of President/CEW
Other Title:
Date: qll I z""J--
Grey Wall Software,LLC
Professional Services Agreement-Technology
Rev.9!2017 Page 59 01,59