HomeMy WebLinkAboutContract 54424 City Secretary Contract No. 54424
F IDI"r
o WOR T H,,-,,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation and HAWK
ANALYTICS, INC. ("Vendor"), a Texas corporation, each individually referred to as a "party" and
collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Sole Source Purchase Agreement;
2. Exhibit A: Conflict of Interest Questionnaire.
3. Exhibit B: Seller Contact Information
4. Exhibit C: Verification of Signature Authority
5. Exhibit D: Seller's Sole Source Justification Letter and
6. Exhibit E: Seller's Proposal
Exhibits A, B,C, D, and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C, D, or E and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
1. Scone of Services. Provides a web based cell phone mapping service that aides
investigators of multiple violent crimes and incidents such as (homicide, robbery, sexual assault,
kidnapping, etc.). Vendor, in the performance of these services, will provide the following capabilities to
City: 1)The ability to upload,map&analyze PDF files from AT&T; 2)The ability to display all cell sites
from each cell phone carrier; and 3) The ability to display PCMD distance data as provided by certain
CDMA cell phone carriers.Additional unique features to be offered by Vendor are listed in Exhibits D and
E.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on September 23, 2021 ("Expiration Date"), unless terminated earlier
in accordance with this Agreement("Initial Term").
3. Compensation. City shall pay Vendor an amount not to exceed Five Thousand Nine
Hundred and Ninety-Five Dollars ($5,995.00) in accordance with the provisions of this Agreement and
Exhibit`B,"Payment Schedule,which is attached hereto and incorporated herein for all purposes.Vendor
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. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.City agrees to pay all invoices of Vendor within thirty (30)days of receipt of such invoice.
f Vendor Services Agreement OFFICIAL RECORD page 1 of 16
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify,delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
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6. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat superior-shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers,agents, servants,employees or subVendor.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. OTHER THAN WITH
RESPECT TO (A) VENDOR'S INDEMNIFICATION OBLIGATIONS UNDER THIS
AGREEMENT OR(B)DAMAGES ARISING FROM VENDOR'S BREACH OF OR FAILURE
TO COMPY WITH, AND CONFIDENTIALITY OBLIGATION OR SECURITY
REQUIREMENT CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL EITHER
PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY SPECIAL,
INDIRECT, EXEMPLARY, INCIDENTAL, MULTIPLE, CONSEQUENTIAL, OR TORT
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT,EVENIF
SUCH PARTY HAS BEENAD VISED ON THE POSSIBILITY OF SUCH DAMAGES.
8.2 CEN---J"4 INDZACWPTCATION- VENDOR HEREBY COVENr4NT5�4ND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
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NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Vendor shall,at its own expense and as City's sole remedy,either: (a)procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d)if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontractine.
9.1 Assignment._ Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
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10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2)years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services..
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City Secretary Contract No.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management.If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws.Ordinances.Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM 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 CITY: To VENDOR:
City of Fort Worth Hawk Analytics,Inc.
Attn:Assistant City Manager for IT Mike Melson,President
200 Texas Street 2652 F.M.407
Fort Worth,TX 76102-6314 Ste.215-E
Vendor Services Agreement Page 6 of 16
City Secretary Contract No.
Facsimile: (817)392-8654 Bartonvi@ TX 76226
mikc@hawkanalytics.com
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either parry.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas.If any action,whether real or asserted,at law or in equity,is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. 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 Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
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City Secretary Contract No.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
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.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due,or rights of retention thereto on the part of City.
27.1 Pre-Existing,Developed Technology.Vendor and its licensors reserve and rctain
ownership in all Preexisting Technology and Developed Technology. Vendor grants to
City a nonexclusive, fully paid, nontransferable, limited license to use Preexisting
Technology and Developed Technology,solely in connection with this Agreement
Preexisting Technology" will mean all of the Vendor's inventions; its licensor's
inventions, whether or not patentable; works of authorship, designs, know-how, ideas,
concepts,information,and tools.
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City Secretary Contract No.
"Developed Technology"will mean ideas,without regard to patentability,and all know-
how,technical data,techniquest,concepts,information or tools,and all associated
intellectual property rights which may be developed by Vendor or its licensors under this
Agreement in the course of delivering the Services that derive from,improve,enhance,or
modify Vendor's Preexisting Technology,excluding any City s Confidential Information.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Page 9 of 16
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: Jesus J.Chapa(Sep 7,202018:13 CDT) this contract,including ensuring all performance and
Name: Jesus J.Chapa reporting requirements.
Title: Deputy City Manager
Date: ,20_ By: Sasha Kane(Sep3,2020
Name: Sasha Kane
APPROVAL RECOMMENDED: Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By: E win Kraus(Sep 6,202016:34 CDT)
Name: Edwin Kraus
Title: Chief of Police �'"�
d4UaIl� B
oRr dd Name: Taylor Paris
ATTEST: c°moo o��d Title: Assistant City Attorney
Ovoo
=d
ap*o
Q�40000000000000° d CONTRACT AUTHORIZATION:
�nEXA5o4�
By. �P M&C: N/A
Name: Mary J. Kayser
Title: City Secretary
VENDOR:
Hawk Analytics,Inc.
By: �`�,l, �6jG✓� —
Name: Mike Melson
Title: President
Date: -- &C , 20. 0
Vendor Services Agreement OFFICIAL RECORD page 10 of 16
CITY SECRETARY
FT. WORTH, TX
Exhibit A—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at http://www.ethics.state.tx.us/forms/CIo.])df.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form.However,a signature is required in the 44 box in all cases.
Vendor Services Agreement—Exhibit A Page 11 of 16
City Secretary Contract No.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CI
for vendor doing business with local govetnimental enemy
Tbft"Stionn retfe Chang"Made to few by Ft,ll,.23,84th tax .,ReqUist Sessltin UMONLY
This quostionnaire is being filed in accordancowith Chapter 176,Lml Gcomernment Code,
by avondorwho has a business relationship asdefined by Section 17 .001(1-a)with a dal
governmerital entity and the vendor meats r uir is urn motion 176.00&(a).
MAN this questionnalm must be filedwittl the mcords adrr inatralor of thelocalgoverrimental
entity not later than the 7 th business day after the date the vendor becomes aware of facts
that require the statement to be filed. sagesection 17 ,1 (a-1),Local Government Code.
vendor commits an offense if the vendor knowingly violates Section 17€.006.Local
Government Code.An odertse under this section is a misdemeanor,
Nam otvendor who has a business relationship with local governmental ettti*
i5hxk this boat ff you are flung art upstate to a previously f lod questionnaire.
ITh€s law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day.after thrt date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
m
Name of local government officar about whom the ltttonnatlon 4n this section is being disclosed,
Nam of Officer
€his section item 2 including wbpaft A,8,C.&D) must be,completed lcw each officer with whom twill vendor has an
employrnent or lather business relationship as defined by Section tT£.t141{7-a),Local Government Code, attach adifitionat
pages to this Form CIO as neoessary.
l a. is the{Deal government officer named in this section receiving or likely to receive tax"inwma,rather than investment
irv:orno,from the vendor?
0 Y. t4o
9 Is the vendor receiving or Maly to receive tare into a,o#w Owtrio astrrrent incran ,item or at the direction of the local
.ry ofter maned in tart section AND the tax ate income is not received from the local gNernmentet entity?
Yes =NO
{, is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an Wi r or direcloc or how an ownership interest of we percent or mare?
Yes 1_.._._l No
D.Describe each ernpioyrrrent or bossiness and family relationship with the local goverment officer named to this section,
,
Sigpittire of verow duV Wurim troll tlr-govenv mtlal
Adapted 61712015
Vendor Services Agreement
Page 12 of 16
EXHIBIT B—SELLER CONTACT INFORMATION
Seller's Name: 14AV/K WALYT►CS , 1NL
Seller's Local Address: rVA (4®1 21.7E BAy4bj�,iytLG&) 1-y --)6 Z2,6
Phone: Ed 6T 313- 9 Z0 5- Fax:
Email: Y'tV1tw11,1(S 02 "Lg;ncvjy41CS . Co M
Name of persons to contact when placing an order or invoice questions:
Name/Title 71 #-A- ZIAt4\ �►rcc;;6y, ®t' awU 6yw( �UcG�S
Phone: 4 0 - 3 3- 4 Zit S Fax:
Email: +, �/1 G�W k Q,vlaty �IGS e C�Yv�
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
Signature Printed Name Date
Vendor Services Agreement—Exhibit C Page 13 of 16
City Secretary Contract No.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
HAWK ANALYTICS,INC.
2652 F.M.497
STE.215-E
BARTOWILLE,TX 76226
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor.Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: t-A1Ck A&_ Q, MF_LVO�J
Position: pzs i 061qr
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Datc:
Vendor Services Agreement
Page 14 of 16
City Secretary Contract No.
EXHIBIT D
SOLE SOURCE JUSTIFICATION LETTER
HAWK
ANALYTICS July 16,2020
To Whom It May Concern:
This letter is in regards to our quotation for a subscription to the CellHawk Cell Phone Mapping&Analysis
service.
The intention of this letter is to provide clarification as to why this specific service needs to be sole-sourced by
the department with Hawk Analytics,Inc.
Unique Product Features, This product contains features that are not available from other
suppliers such as: 1)The ability to upload,map&analyze PDF files from AT&T,2)The ability to
display all cell sites from each cell phone carrier,not just the ones used by a cell phone;3)The
ability to display PCMD distance data as provided by certain CDMA cell phone carriers(e.g.Sprint
Reveal Report,Verizon RTT Report and TruCall from T-Mobile);4)The ability to animate calls
from multiple phones concurrently;5)The ability to initiate a reverse phone-look-up on any
outside number,6)The ability to filter on multiple parameters based on date,time,direction,day
of the week,time of the day,including and excluding a specific outside number. All features
listed are produced using CellHawk and are completely inclusive under one application and does
not require the use of a third-party application(e.g.Google Earth).
Only Available from A Single Supplier: This product is available only from Hawk Analytics,Inc.
who has developed the product.
Reasonable Pricing: The quoted price compares favorably to(in most cases less than)other
systems in the marketplace which only provide a fraction of Cell"awk's feature set.
I hope this letter provides the necessary clarification for allowing sole-sourcing of this service.Please feel free to
contact me with any further question at(469)373-4295 option 2.
Kind Regards,
Michael R.Melson
President
Hawk Analytics,Inc.
OFFICE(469)373-420-5 x7OO
EMAIL rnike@havAanaNtia.com
Vendor Services Agreement
Page 15 of 16
City Secretary Contract No.
EXHIBIT E
SELLER'S PROPOSAL
Quote
ANALYTICS
2652 FM 407 Suite 215-E Bartonville,TX 76226 Quote •QU02775
(469)373-HAWK Issued Date:06-23-2020
salesCalhawkanalytics.com Valid Until:09-25-2020
Prepared For:Fort Worth(TX)Police Department Primary Contact:Matt Anderson
matthew.anderson@fortworthtexas,gov
Quantity 'text List Price ISub Total Total
1.00 CellHawk Subscription-Unlimited 4,995.00 4,995.00 4,995.00
TERM OF LICENSE AND SUBSCRIPTION.12 months
MAXIMUM NUMBER OF DETAIL RECORDS:UNLIMITED
MAXIMUM NUMBER OF USERS:3
9/24/20 to 9/23/21
2.00 Additional User 500.00 1,000.00 1,000.00
Additional CellHawk User
Grand Total(USD)15,995.00
Terms&conditions-
By providing payment in response to this quote:
•You acknowledge having received,read and understood the Hawk Analytics Master Subscription Agreement updated March of 2017.
•You agree to license and use the CellHawk web-based application(the Application)according to the terms set forth in the Agreement.
The Total Cost covers:
•Use of the Application
•All software upgrades&maintenance
•Unlimited technical support provided via phone and/or email
Acceptance of an Order by Hawk Analytics,Inc.is evidenced only by issuance to Customer of a userid and password that will permit access to the
Application for the term indicated above.
Vendor Services Agreement
Page 16 of 16