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HomeMy WebLinkAboutContract 52400-R4A4Zoho Sign Document ID: 2AB7F2F4-6WPZ3J_P16EGGQHBNCRHAQGWJSYGVTRJ09GLTCEFPTG CSC No. 52400-R4A4 RENEWAL 4 AND AMENDMENT 4 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; and WHEREAS, the Parties wish to renew the Original Agreement for a fourth renewal term of April 1, 2023 to March 31, 2024 and amend the Original Agreement a fourth time to increase the total yearly compensation from $81,359.28 to $82,986.47 due to vendor's annual increase. NOW, THEREFORE, the Parties, acting herein by the through their duly authorized representatives, enter into the following Agreement: RENEWAL OF ORIGINAL AGREEMENT The Original Agreement, as amended herein, is hereby renewed and extended for a renewal term commencing on April 1, 2023, and ending on March 31, 2024. 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 ref erred 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 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Zoho Sign Document ID: 2AB7F2F4-6WPZ3J_P16EGGQHBNCRHAQGWJSYGVTRJ09GLTCEFPTG [Document title] 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 -Two Thousand Nine Hundred Eighty -Six Dollars and Forty -Seven cents. (S82.986.47).. 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 an original. (Signature page follows) Page 2 of 4 R4 A4 to Fort Worth City Secretary Contract No. 52400 CFW and Agreement Locality Media Inc. dba First Due Zoho Sign Document ID: 2AB7F2F4-6WPZ3J_P16EGGQHBNCRHAQGWJSYGVTRJ09GLTCEFPTG [Document title] FORT WORTH: City of Fort Worth Vak- L),A-- ByValerie Washington (Feb 21, 202312:22 CST) Name: Valerie Washington Title: Assistant City Manager Date: Feb 21, 2023 Approval Recommended: By:JfimfsDavis(Feb21,202311:12CST) Name: Jim Davis Title: Fire Chief Attest: By: U Name: Jannette Goodall Title: City Secretary VENDOR: Locality Media Inc. dba First Due By:_�� Name: Andreas Huber Title: CEO Feb 13 2023 15:34 PST Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By • Mark Rauscher (Feb 14, 2023 23,00 CST) Name: Mark Rauscher Title: Assistant Fire Director Approved as to Form and Legality: By. Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 4 R4 A4 to Fort Worth City Secretary Contract No. 52400 CFW and Agreement Locality Media Inc. dba First Due Zoho Sign Document ID: 2AB7F2F4-6WPZ3J_P16EGGQHBNCRHAQGWJSYGVTRJ09GLTCEFPTG [Document title] EXHIBIT A r7 first due Locality Media, Inc. dba First Due 107 Seventh St Garden City, NY 11530, United States Phone: +1 (516) 874-2258 Website: https:/Iwww.firstdue.com/ BILL To: Fort Worth Fire Department 505 W. Felix St. Fort Worth, TX 76115 Account: Fort Worth Fire Department Renewal Start Date: April 1, 2023 Term Length: 12 months Annual Subscription: $8Z986.47 Renewal Quote ID:1545132000118977996 Product Details Total First Due Suite (Renewal) First Due Size -Up Subscription - Renewal for the period 4/1 /2023 to 3/31 /2024 Sub Total $ 8Z986.47 Tax $ 0.00 Adjustment $ 0.00 Grand Total $ 82,986.47 Terms and Conditions Payment Terms: Net 30 days For electronic ACH payment: JPMorgan Chase Bank I ABA Routing: 021000021 I Account *: 803527972 Locality Media, Inc. Renewal Quote R4 A4 to Fort Worth City Secretary Contract No. 52400 CFW and Agreement Locality Media Inc. dba First Due Page 1 of I Page 4 of 4 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: By: Valerie Washington (Feb 9, 202212:35 CST) Name: Valerie Washington Title: Assistant City Manager Date: Feb 9, 2022 APPROVAL RECOMMENDED: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Mark Rauscher (Feb 9, 202211:41 CST) Name: Mark Rauscher Title: Assistant Fire Director By: sDavis (Feb 9,202211:50CST) APPROVED AS TO FORM AND Name: Jim Davis LEGALITY: Title: Fire Chief ATTEST: ao�" By: .�Affiette S. Goodall (Feb 9, 2022 14:0ST) Name: Jannette Goodall Title: City Secretary To Vendor: Locality, Inc. dba First Due By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A 1295: N/A rl ATTEST: By: flit 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 CoFW and Locality Media Inc.. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Zoho Sign Document ID: UEJNLVG06KURIIWVFF2LUXSEJTBXAHQFKXC_EYYZG1I U111111WS IUD M 1Qt +ado 505 W FAim 9t CUM YM OFjh TX `6I LS 1O LL2 fimww* Iv . Cal 1111111 Rang No& WM1"OpW-A Tt i m% dud ur d° Lott "- . Rtvrl Qwft M. UJIB 7 MOU "even' bur' Ung, nvry cd l r 1WW !d°J?+7# M%11W hW 181.3"- 0 Renewal and Amendment of CSC 52400 Page 5 of 5 CoFW and Locality Media Inc.. DocuSign E e ID: EMD361-79374554-B16B-110762712080 �0o��sG��� CITY SECRETARY CONTRACT NO. 5W00 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. el W We],;LTA rN50 Pre Incident Planning Software Tool Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 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. Ia I W DI ► 1► 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. 4.1. 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. Vendor Services Agreement RECORD FT. WORTH, TX DocuSign Envelope ID: E139BD361-7937-4554-B16B-110762712080 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. 6��11RIN1C17C111tiM]WrK/)►i110[ON rC AMIX411101If17MCI YMw1►1X1]:1►904YCole 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. 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. 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 Services Agreement Page 2 of 13 QocuSign Envelope IQ: EB9BQ361-7937-4554-B16B-110762712080 Vendor• control the details of operations + activities and be • responsibler and omissions of officers, agents,r •consultants subVendors. ••r acknowledges that the doctrine of tt superior shall notrr between City, its officers, agents,+ employees,and Vendor,officers, agents,r • Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of partnership or •int 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 r +• of •tVendor,r: officers, agents,r • or subVendor of +• be + to any employmentbenefits from•• be r• • liable forand all payment and reporting of on behalf of • any of officers, agents, employees or r + t: ;9 9.1 Assijznment. Vendornot or + • of duties, obligations or withoutrights under this Agreement prior written consentof • o an 7grees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee Vendor 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written 7greement with • r Vendor shall agree to be bound by the duties and obligations of +tr under this Agreement as such duties and obligations may .rr Vendorprovide City with a fully execute• copy of + • 10. MISURAMCL 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: (a) Commercial General Liability: 110 111' Occurrence 111' 111' Aggregate Vendor Services Agreement Page 3 of 13 DocuSign Envelope ID: EB9BD361-79374554-B16B-110762712080 (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. Vendor Services Agreement Page 4 of 13 DocuSign Envelope ID: EB9BD361-7937-4554-B16B-110762712080 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. Vendor Services Agreement Page 5 of 13 DocuSign Envelope ID: E696D361-7937-4554-6166-110762712080 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. plelm 1 K ,, 1/ ►: 1► 1 ►. 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: City of Fort Worth Attn:Valerie Washington, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address �.Y17�I7y Y I/:rl IT[13►�1] 9 *141 W KIYA 11 To VENDOR: Locality Media Inc. dba First Due Andreas Huber, CEO 107 Seventh Street Garden City, NY 11530 Facsimile: (516) 873-0329 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. Vendor Services Agreement Page 6 of 13 DocuSign Envelope ID: EB9I3D361-79374554-I316I3-110762712080 15. 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. Vendor Services Agreement Page 7 of 13 DocuSign Envelope ID: EB9BD361-7937-4554-B1613-110762712080 23. 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. ti -m-la trail 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. 1111 19►: 1►: 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. 1.► 1 .1IR ':11 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. Vendor Services Agreement Page 8 of 13 DocuSign Envelope ID: EI39I3D361-7937-4554-I316I3-110762712080 Ifiler-1111 It NJ Ili DWA IS.1; 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. Q) 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)LMe— ,20jq. (signature page follows) Vendor Services Agreement Page 9 of 13 DocuSign Envelope ID: EB9BD361-7937-4554-B16B-110762712080 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Na e: Valerie Washington Title: Assistant City Manager Date: APPROVAL RECOMMENDED: 4.- ames Davis Title: Fire Chief ATTEST: an Name: Mar sU Title: City Secretary -1 �•� CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration ofthis contract, including ensuring all performance and reporting requirements. By: U& 64t A. 0 -11 Name: MR Rauscher Iml Title: Assistant Director APPROVED AS TO FORM AND LEGALITY: By: N e: n' .51FO itle: Assistant City Attorney i CONTRACT AUTHORIZATION: M&C: N — F O v. :-4 Ci VENDOR: cXAS _ Locality Media Inc. dba First Due ATTEST: DocuSigned by: Qln,�nAs �c V By: By: Name: An reas u er Name: Title: CEO Title: Date: 5/23/2019 Vendor Services Agreement DocuSigned by: 555CRF937RAR47D_ RAMI EL-CHOUFANI coo OFFICIAL RECORD CITY SECRETARY DocuSign Envelope ID: E139BID361-7937-4554-131613-11 10762712080 • 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 incident/layer mapping. e (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 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 FF6 NY United States 11530 BILLTO: Darlene Carter Fort Worth Fire Department, City of 505 W Felix St Fort Worth TX 76115 Subscription Start:04/012019 Initial Term: 12 months Account: Exhibit A -Quote Valid Until:04/30/2019 Quote Number :1545132000008130035 "every building, every call" 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 SF3182AD22F cE... 2. Name: Position: Signature Name: Position: Signature Name: by: Etzl;7s' hk184ADYLF84cE... Signature of President / CEO Other Title: 5/23/2019 Date: Vendor Services Agreement — Exhibit C Page 13 of 13