HomeMy WebLinkAboutContract 52400-R3A3 Zoho Sign Document ID:UEJNLVG06KURIIWVFF2LUXSEJTBXAHQFKXC_EYYZG1I
CSC No.52400-R3A3
RENEWAL 3 AND AMENDMENT 3 TO CITY OF FORT WORTH CONTRACT 52400
BETWEEN THE CITY OF FORT WORTH
AND LOCALITY MEDIA, INC. DBA FIRST DUE
This Contract Renewal Agreement (the " Agreement") is made and entered into by and between
the City of Fort Worth, a home-rule municipal corporation of the State of Texas, located within
Tarrant, Denton, and Wise Counties, (hereinafter referred to as the "City"), acting by and through
Valerie Washington, its duly authorized Assistant City Manager, and Locality Media, Inc. dba
First Due (hereinafter referred to as the "Vendor"), acting by and through Andreas Huber, its
CEO and duly authorized representative, each individually referred to as "Party" and collectively
as "Parties".
RECITALS
WHEREAS, on April 1, 2019, the Parties entered into City Secretary Contract #52400
for Vendor to provide Pre-Incident Planning software, First Due Size-Up Subscription, which
includes modules, implementation and training ("Original Agreement")
WHEREAS, the term of the Original Agreement provided the term would be for a One-
year (1) term with Four(4) renewal options;
WHEREAS, the Original Agreement was first renewed on February 12, 2020 ("CSC No.
52400-R1") for a first renewal term of April 1, 2020 to March 31, 2021;
WHEREAS, the Original Agreement was first amended, CSC No. 52400 — R1A1, on
April 1s` to increase the total yearly compensation from $76,650.00 to $78,200.00 due to annual
increases, ("First Amendment")
WHEREAS, the Original Agreement was second amended, CSC No. 52400—R2A2, on
April 1s` to increase the total yearly compensation from $78,200 to $79,764.00 due to annual
increases, ("First Amendment")
WHEREAS, the Parties now wish to renew the Original Agreement for a third renewal
term of April 1, 2022 to March 31, 2023 and amend the Original Agreement a third time to
increase the total yearly compensation from $79,764.00 to $81, 359.28 due to vendor's annual
increase;
NOW, THEREFORE, the Parties, acting herein by the through their duly authorized
representatives, enter into the following Agreement:
I.
RENEWAL OF ORIGINAL AGREEMENT
1. The Original Agreement, as amended herein, is hereby renewed and extended for a
renewal term commencing on April 1, 2022, and ending on March 31, 2023.
Renewal and Amendment of CSC 52400 OFFICIAL RECORD
CoFW and Locality Media Inc..
CITY SECRETARY
FT. WORTH, TX
Zoho Sign Document ID:UEJNLVG06KURIIWVFF2LUXSEJTBXAHQFKXC_EYYZG1I
II.
AMENDMENT TO ORIGINAL AGREEMENT
The following terms are hereby amended to either replace any conflicting terms in the
Original Agreement or shall be added to the terms and shall be binding and enforceable as if they
were originally included therein and the amended agreement shall be referred to as the Original
Agreement in all future documents.
1. The Agreement is hereby amended by replacing Exhibit A of the Original Agreement
with the attached Exhibit A of this Agreement.
2. Section 3 of the Original Agreement is hereby amended and shall be replaced with the
following information:
3.COMPENSATION
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who
perform services under this Agreement in accordance with the provisions of this Agreement and
the attached Exhibit "A," - Price Schedule. Total payment made under this Agreement by the
City shall be an amount not to exceed Eighty-One Thousand and Three Hundred and Fifty-
Nine Dollars and Twenty-Eight cents. .(, 359. 28). Vendor shall not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
III.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Original Agreement which are not expressly amended herein
shall remain in full force and effect.
IV.
ELECTRONIC SIGNATURE
This Agreement and Renewal may be executed in multiple counterparts, each of which
shall be an original and all of which shall constitute one and the same instrument. A
facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as
and shall have the same effect as anoriginal.
(Signature page follows)
Renewal and Amendment of CSC 52400 Page 2 of 5
CoFW and Locality Media Inc..
Zoho Sign Document ID:UEJNLVG06KURIIWVFF2LUXSEJTBXAHQFKXC_EYYZG1I
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE
MANAGER:
By signing I acknowledge that I am the
By: Valerie Washington(Feb 9,2022 12:35 CST) person responsible for the monitoring and
Name: Valerie Washington administration of this contract, including
Title: Assistant City Manager ensuring all performance and reporting
requirements.
Date: Feb 9,2022
APPROVAL RECOMMENDED: By: Mark usc"er(Feb 9,202211:41 CST)
Name: Mark Rauscher
Title: Assistant Fire Director
By: J sDavis(Feb9,202211:50CST) APPROVED AS TO FORM AND
Name: Jim Davis LEGALITY:
Title: Fire Chief
ATTEST:
By:
Name: Taylor Paris
Title: Assistant City Attorney
By: J ette S.Goodall(Feb 9,2022 14:0 ST)
Name: Jannette Goodall CONTRACT AUTHORIZATION:
Title: City Secretary M&C: N/A
1295: N/A
To Vendor: Locality, Inc. dba First Due
p� ATTEST:
)By: �� -11e'ry
Name: Andreas Huber By:
Renewal and Amendment of CSC 52400
CoFW and Locality Media Inc.. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Zoho Sign Document ID: UEJNLVG06KURIIWVFF2LUXSEJTBXAHQFKXC_EYYZG1I
Title: CEO Name: Rami EL-Choufani
Title: COO
Date: Feb 08 2022 11:27 PST
EXHIBIT A
Renewal and Amendment of CSC 52400 OFFICIAL RECORD
COFW and Locality Media Inc.. CITY SECRETARY
FT. WORTH, TX
Zoho Sign Document ID:UEJNLVG06KURIIWVFF2LUXSEJTBXAHQFKXC_EYYZG1I
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Renewal and Amendment of CSC 52400 Page 5 of 5
CoFW and Locality Media Inc..
DocuSign Ee ID:EB9BD361-79374554-B16B-110762712080
CITY SECRETA
CONTRACT NORX a Oy
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, acting by
and through Valerie Washington, its duly authorized Assistant City Manager, and Locality Media Inc.
dba First Due ("Vendor"), and acting by and through its duly authorized representative, each individually
referred to as a"party"and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this
Agreement shall control.
1. SCOPE OF SERVICES,
Pre Incident Planning Software Tool
Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder.
2. TERM,
This Agreement shall begin on April 1,2019("Effective Date")and shall expire on March 31,2020
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City
shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to Four(4)one-year renewal options,at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit `B," —
Price Schedule. Total payment made under this Agreement for the first year by City shall be an amount
not to exceed Seventy Six Thousand Six Hundred Fifty Dollars ($ 76,650. 00). Vendor shall not perform
any additional services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses inwriting.
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.
tQFFICIALRECORDVendor Services Agreement TARYRTH,TX
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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. DISCLOSURF.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 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.
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,
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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, consultants 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.
. iilA Ii.ITY - EXCEPT
FO C I S F Uflliillill
iS .OD T .T OJillFA .V DO S A . .NOT .iALF.T CiTY CITY
USF, S FOR ill INCiDF. TAL. COSEOUETiAL. SPECIAL O
F, Fi.AY DAMAGES ARISING FROM O F.i.ATiG TO TiS F. � F.NT O
THE sERVi . .s RLiSi DATA. v .N rF T Lit HAS,; EEN A vISED of THE
OSSIIi.iTY OF S T A AG .S. C T FOR CI. CMS OF GROSS .G .iG .
iL.L.FiTi. ISODiTCT O FAiTD. VENDOR SAi,i� NOT F. LiALF. TO THF.
JCT JSTF. US . S O �;. Y DAMAGES C 'j'�,�(1 iT
THE CUSTO E TO LOCALITY IA, �T I IL
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I FIATi.Y i TO THF F.V , T GIVING iSE LuiJARMLL
9. Assn AND SucoNTRACTiNG.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee
agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee
shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract. if City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$19000,000- Each Occurrence
$2,000,000- Aggregate
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(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.
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Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided.An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten (10) days' notice 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.
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II. 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 Locality Media Inc.dba First Due
Attn:Valerie Washington,Assistant City Manager Andreas Huber,CEO
200 Texas Street 107 Seventh Street
Fort Worth,TX 76102-6314 Garden City,NY 11530
Facsimile:(817)392-8654 Facsimile:(516)873-0329
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 party.
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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. SEVERARIL.ITY.
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 MA.IEITRF.-
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 eachparty.
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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.
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28. SIGNATURE AUTHORITY,
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf ofthe 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 OWN .RSHIP
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. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
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 thecontract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of'S)UY�X— ,20 1+
(signature page follows)
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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 ofthis
By: contract,including ensuring all performance and
Na e: Valerie Washington
reporting requirements.
Title: Assistant City Manager
Date: By:
APPROVAL RECOMMENDED: Name: M rk Rauscher
Title: Assistant Director
APPROVED AS TO FORM AND LEGALITY:
4. -
ames Davis q
Title: Fire Chief /
By:
N" e:
ATTEST: ttle: Assisfant City Attorney
CONTRACT AUTHORIZATION:
M&C: N FOf
Name: ar s 'w
Title: City Secretary X.� • 0V.
a
a
VENDOR:
,,.. XAS
Locality Media Inc. dba First Due ATTEST:
DocuSigned by: DocuSigned by:
P
E�
By: By: 555CRF937RAR47D_
Name: An reas u er Name: RAMI EL-CHOUFANI
Title: CEO Title: coo
Date: 5/23/2019
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement FT, WOkFM MX3
DocuSign Envelope ID:E139BID361-7937-4554-131613-11 10762712080
See Enclosed
Vendor Services Agreement—Exhibit A Page 11 of 13
DocuSign Envelope ID:EB9BD361-7937-4554-B16B-110762712080
r
Statement of Work:
Introduction
The purpose of this document is to define clearly included AND excluded:
1. Modules
2. Implementation
3. Training
1. Modules:
Module Definition Included
First Due All core components of the platform including Size-Up
Base Page, User Management, Alert Tiles, Size-Up Story, CAD Included
Link.
Connection to multiple ofFline and online data sources
Size-Up o bring in necessary emergency response specific data Included
Connect o be presented within the base platform. A connection
is defined as any sort of automated push or pull of data
from a database or application, either ofFline or online.
The ability to create pre-incident plans using first due's
pre-plan module.This includes the ability to map
Pre-Plan emergency response related units geospatially, add Included
general property data associated with an occupancy as
well as contact, hazmat information and images.
Mobile Mobile responder iOS and Android applications which
Respons includes dispatch notifications, routing and Included
e incident/layer mapping.
(lows Emergency Response Agencies tocommunicate
Community with their residents and commercial property owners by NotIncluded
Connect providing them portal access to add critical data about
heir property and itsoccupants.
DocuSign Envelope ID:E139BID361-7937-4554-131613-1 10762712080
FIXULMI-H
MCLACHEMU
See Enclosed
Vendor Services Agreement—Exhibit B Page 12 of 13
DocuSign Envelope ID:ENEID361-7937-4554-616B-110762712080
Locality Media, Inc
107 Seventh St
Garden City Exhibit A -Quote
NY FF6
United States 11530 Valid Until:04/30/2019
Quote Number:1545132000008130035
BILLTO:
Darlene Carter
Fort Worth Fire Department,City of "every building, every call"
505 W Felix St
Fort Worth
TX
76115
Subscription Start:04/012019
Initial Term: 12 months
Account:
Product Details Total
First Due Subscription $76,650.00
Includes access to FIRST DUE SIZE-UP features and functionality as outlined in the attached
Statement of Work plus maintenance and upgrades within the subscription term.
.••SubTotal $ 76,650.00
Tax $ 0.00
Adjustment••---••-•--$eee
Grand Total $76,650.00
Terms and Conditions
Payment Terms:Net 30
For electronic ACH payment:JPMorgan Chase Bank I ABA Routing:021000021 1 Account 0:803527972
DocuSign Envelope ID:EB9BD361-79374554-B16B-110762712080
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
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: Andreas Huber
Position: CEO
oocuSigrwd by:
Q�n,�y; S Nu�v
Signature OF318M22F84r.E...
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: �s1o�by:
EaIn.��t,aS Aijk '
6F3184AD22FB4CE...
Signature of President/CEO
Other Title:
5/23/2019
Date:
Vendor Services Agreement—Exhibit C Page 13 of 13