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HomeMy WebLinkAboutContract 59300CSC No. 59300 ADDENDUM TO SOFTWARE LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND GEONEXUS TECHNOLOGIES, LLC. This Addendum to the Software License Agreement ("Addendum") is entered into by and between Geonexus Technologies, LLC. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. This Addendum; 2. The GeoNexus Integration Platform — Software License Agreement; 3. Exhibit A — GeoNexus Software Subscription & Professional Services Quote; 4. Exhibit B — Payment Schedule; 5. Exhibit C — Network Access Agreement; and 6. Exhibit D — Signature Verification Form. Notwithstanding any language to the contrary in the attached software licensing agreement ([collectively referred to herein as] the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than one (1) year after the Effective Date ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for four (4) one- year renewal periods at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. OFFICIAL RECORD CITY SECRETARY Addendum FT. WORTH, TX Page 1 of 18 C. Fiscal Funding Out. 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 the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the 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 the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the 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. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Addendum Page 2 of 18 Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies Addendum Page 3 of 18 available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 11. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 14. Public Information. 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 Addendum Page 4 of 18 Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor 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. 15. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 16. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 17. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the 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 the 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 Addendum Page 5 of 18 to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 18. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 19. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 20. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 21. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter Addendum Page 6 of 18 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 22. Insurance. 1.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1.1.1. Commercial General Liability: 1.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability (Errors & Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 1.1.3.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 1.1.3.3. Coverage shall include, but not be limited to, the following: 1.1.3.3.1. Failure to prevent unauthorized access; 1.1.3.3.2. Unauthorized disclosure of information; 1.1.3.3.3. Implantation of malicious code or computer virus; 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; Addendum Page 7 of 18 1.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 1.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 1.1.3.3.7. Any other insurance as reasonably requested by City. 1.2. General Insurance Requirements: 1.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 1.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 1.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Addendum Page 8 of 18 1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. (signature page follows) Addendum Page 9 of 18 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By; Dana Burghdoff(AffN, 202W.39 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Vendor: By: Name Title: Date: William A. Heise (Apr 16, 2023 15:39 EDT) William Heise Founder & CEO CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Title: Christopher harder Christopher Harder (Apr 25, 2023 13:24 CDT) Christopher Harder Director, Water Department Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: 23-0204 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: Name: Title: Jeff RyarOrAp7,42317 CDT) Jeffery Ryan IT Manager, Water Department 4,d44bIlQ� 000 R�*O Ad pp City Secretary: 0�o0o ato, Pvo o=$ p�G*000 000*� ood nEXA?oO.� By: (1 Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 10 of 18 geo ne u GEONEXUS° INTEGRATION PLATFORM SOFTWARE LICENSE AGREEMENT This Geonexus Integration Platform Software License Agreement (this "Agreement") is made as of July 1, 2023 (the "Effective Date"), between Geonexus Technologies L.L.C., a Michigan limited liability company with a place of business at 3005 Boardwalk Street, Suite 107, Ann Arbor, Michigan 48108 ("Geonexus"), and the City of Fort Worth Water, a Texas home -rule municipal corporation with a place of business at 200 Texas Street, Fort Worth, Texas 76102 ("Customer") (each of Geonexus and Customer, a "Party"; together, the "Parties"). 1 Definitions. 2.3 Use by Affiliates. 1.1 "Affiliate" means an entity where Customer owns 2.3.1 Addendum. The Software and Documentation or controls more than 50% of either the entity's may be used by an Affiliate of Customer voting rights or the entity's controlling body, but provided that prior to any use the Affiliate only for so long as this control continues to exist. executes a mutually agreeable addendum to 1.2 "Documentation" means the documentation this Agreement by which the Affiliate agrees to pertaining to the use of the Software that is made be bound by the terms of this Agreement. available to Customer, as it may be updated from 2.3.2 Customer Responsibility. Any use by a time to time by Geonexus. Customer Affiliate will be subject to the 1.3 "Fees" means license fees, subscription fees, and following: (a) Customer is responsible for the all other fees or charges arising under this acts or omissions of its Affiliate as if they were Agreement. Customer's acts or omissions; and (b) the 1.4 "Software" means the software programs listed on Affiliate's use will not constitute a violation Exhibit A, in object code only, and provided by under any applicable export law or regulation. Geonexus to Customer, including any Upgrades 2.4 Restrictions. provided to Customer. 2.4.1 General. Customer acknowledges that the 1.5 "Subscription Start Date" means, with respect to Software and Documentation contain valuable specific Software, the date on which Customer trade secret and confidential information of receives the software authorization keycode. Geonexus. Customer shall take the actions 1.6 "Support" means the technical support services necessary to fulfill its obligations under this described in Exhibit B. Agreement by instruction or agreement with its 1.7 "Term" is defined in Section 5.1. employees or agents who are permitted 1.8 "Upgrades" means maintenance patches, new access to the Software or Documentation. releases, or new versions for Software provided to Customer shall only give access to the Customer. Software or Documentation on a need -to -know basis. 2 License Grants and Limitations. 2.4.2 Proprietary Rights. Title to all patents, 2.1 Software License. Subject to all the terms and copyrights, trade secrets, and other proprietary conditions of this Agreement, Geonexus hereby rights in or related to the Software and grants to Customer a nonexclusive, Documentation (including all of their nontransferable, nonsublicensable license during component parts) are and will remain the the Term under Geonexus' intellectual property exclusive property of Geonexus. Customer will rights to use the Software identified on Exhibit A not acquire any right in the Software or solely for its own internal business purposes and in Documentation except the limited rights accordance with the other restrictions in this specified in this Section 2, or take any action to Agreement. The Software may only be copied as challenge Geonexus proprietary rights. may be necessary for backup purposes or to Geonexus will own all rights in any copy, replace a defective copy. If Customer is unable to translation, modification, adaptation, or operate the Software due to an equipment derivative work of the Software, including any malfunction, the Software may be transferred improvements, whether or not authorized by temporarily to other computer equipment during the Geonexus, and Customer hereby assigns period of equipment malfunction. these rights to Geonexus. 2.2 Documentation License. Subject to all the terms 2.4.3 No Implied Licenses. Any use, modification, and conditions of this Agreement, Geonexus or distribution of the Software or hereby grants to Customer a nonexclusive, Documentation by Customer outside the scope nontransferable, nonsublicensable license during of the express licenses granted in this Section the Term under Geonexus' intellectual property 2 is prohibited. rights to use and copy the Documentation in 2.4.4 No Reverse -Engineering. Customer shall not, support of Customer's licensed use of the and shall not knowingly permit others to: (a) Software. modify the Software; or (b) decompile, reverse- engineer, disassemble, or otherwise attempt, directly or indirectly, to obtain or create source code for the Software; except that decompiling the Software is permitted solely to the extent the laws of Customer's jurisdiction give Customer the right to do so to obtain information necessary to render the Software interoperable with other software, provided that Customer must first request this information from Geonexus and Geonexus may, in its sole discretion, either provide this information to Customer or impose reasonable conditions, including a reasonable fee, on this use of the Software to ensure that Geonexus proprietary rights in the Software are protected. 2.4.5 Unauthorized Distribution or Copying. Other than in accordance with this Agreement, Customer shall not, and shall not knowingly permit others to: (a) lease, license, sublicense, transfer, or assign any of its rights under this Agreement; (b) sell, rent, or distribute the Software, including providing access to the Software or using the Software to operate a service bureau or on a timesharing basis; or (c) use, copy, duplicate, or otherwise reproduce any part of the Software or Documentation. Any breach of this Section 2.4.5 is a material breach of this Agreement that is incapable of cure. 2.4.6 Required Proprietary Notices. Customer shall ensure that each copy it makes of the Software or Documentation contains the same proprietary notices as provided to Customer. 2.5 Reasonable Cooperation. Customer shall promptly provide to Geonexus all relevant facts in its possession upon becoming aware of a likelihood of infringement or other illegal use or misuse by any third party of the Software or any related intellectual property rights. Customer shall provide reasonable cooperation in any related suits and actions, at Geonexus request and expense. 3 Technical Support. G onexus shall provide Support and Upgrades in accordance with Exhibit B. 4 Fees. 4.1 Prices. Customer shall pay the Fees for the Software as referenced on Exhibit A. 4.2 Payment Terms. All payments are due within thirty (30) days after the Subscription Start Date. For all amounts not paid when due, Customer shall pay an additional charge equal to one and one-half percent (1.5%) of these amounts per month or partial month until paid, except that these additional charges will not apply to unpaid amounts that Customer is disputing in good faith. Customer shall also reimburse Geonexus for all expenses incurred by Geonexus in exercising its rights under this Agreement or applicable law with respect to a default in payment by Customer, including reasonable legal fees and the fees of any collection agency retained by Geonexus. 4.3 Renewals. Geonexus shall provide an invoice for the renewal Fee at the then -current price at least sixty (60) days prior to the end of the current term. The applicable term will be renewed automatically for subsequent one-year terms upon Customer payment of the applicable invoice. 4.4 Taxes. All applicable transaction taxes, including sales and use taxes, value added taxes, privilege taxes, and other transactional charges such as duties, customs, tariffs, imposts, and government imposed surcharges ("Transaction Taxes") will be paid by Customer, and are not included in Geonexus pricing. If Geonexus is required by law to collect Transaction Taxes from Customer and remit them to a taxing authority, Geonexus will separately state the Taxes on an invoice. Each Party is responsible for its own income taxes or taxes based on gross revenues or gross receipts. 4.5 Software Usage Audit. Upon Geonexus written request, Customer shall provide to Geonexus a signed certification (a) verifying the Software is being used in accordance with the terms of this Agreement; and (b) listing the locations in which the Software is run, number of users, number of CPUs, and any other information reasonably requested by G onexus. G onexus may, at Geonexus expense and not more than once annually, audit Customer's use of the Software and compliance with this Agreement. The audit will be conducted during business hours and will not unreasonably interfere with Customer's business activities. Customer shall provide Geonexus or its auditor with all reasonable information and assistance (including copies of related software) required to enable Geonexus to determine whether Customer is in compliance with this Agreement. If the audit reveals that Customer has underpaid Fees to Geonexus, Customer will be invoiced for the underpaid Fees based upon Geonexus' price list at the time the Fees would have otherwise been incurred, together with interest at a rate of one and one-half percent (1.5%) per month or partial month until paid. If the audit reveals that Customer has underpaid Fees totaling five percent (5%) or more of the Fees due in any year, Customer shall reimburse Geonexus for all reasonable expenses associated with the audit. 5 Term and Termination. 5.1 Term. This Agreement commences on the Effective Date and continues until the end of the subscription term specified in Exhibit A, subject to renewal pursuant to Section 4.3 and early termination pursuant to Section 5.2 (the "Term"). 5.2 Termination. Either Party may terminate this Agreement for cause upon written notice if the other Party is in material breach of this Agreement and fails to correct the breach within thirty (30) days after written notice. 5.3 Effect of Termination. Upon termination of this Agreement, all licenses granted to Customer will immediately terminate and Customer shall: (a) immediately cease using the Software and Documentation; and (b) certify to Geonexus in writing within thirty (30) days after termination that Customer has destroyed or returned to Geonexus the Software and Documentation and all copies remaining in Customer's possession or control. This requirement applies to copies in all forms, partial and complete, and whether or not modified or merged into other materials. Termination of this Agreement by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief, nor will termination release Customer from its obligation to pay all Fees that Customer has agreed to pay under this Agreement. The Parties' rights and obligations under Sections 2.3.2, 2.4, 2.5, 4, 5, 6, 7, 8, 9, and 10 will survive termination of this Agreement. 6 Warranties. 6.1 Limited Warranty. Geonexus warrants that each unmodified copy of a Software product will substantially conform to Exhibit A and to the applicable Documentation at the time of delivery, when operated in accordance with the applicable user manuals. If Customer does not provide written notice to Geonexus of a claim for breach under this Section 6.1 within ninety (90) days after the Subscription Start Date with respect to a particular Software product, then its right to make a claim will terminate. The warranty under this Section 6.1 does not apply to subsequently delivered copies of the same Software product after this period has passed for the first copy delivered to Customer. 6.2 Remedies. For any breach of the warranty in Section 6.1, Geonexus shall exercise commercially reasonable efforts to modify the Software so that the applicable warranty is true and to deliver to Customer the modified Software, if any. If Geonexus concludes this modification is impracticable, then Geonexus will refund the Fees paid for the license of the nonconforming Software; but Customer must first return to Geonexus all copies of the applicable Software in Customer's possession or control. This requirement applies to all copies in all forms, partial and complete, and whether or not modified or merged into other materials. 7 Disclaimers. 7.1 The express remedies in Section 6 constitute Customer's exclusive remedies, and Geonexus' sole obligation and liability, for any claim: (a) that any Software or other deliverable does not conform to specifications or is otherwise defective; or (b) that any services were performed improperly. 7.2 EXCEPT FOR THE WARRANTIES IN SECTION 6.1, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CUSTOMER, THE SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS," AND GEONEXUS MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO ANY SOFTWARE OR SERVICES, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON -INFRINGEMENT. 7.3 GEONEXUS DOES NOT WARRANT THAT THE SOFTWARE OR ANY SERVICES WILL MEET ANY CUSTOMER REQUIREMENTS NOT SPECIFIED IN THIS AGREEMENT, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF CUSTOMER REQUESTS PRE -PRODUCTION (E.G., "ALPHA" OR "BETA") RELEASES OF SOFTWARE, THESE COPIES ARE PROVIDED "AS -IS" WITHOUT WARRANTY OF ANY KIND. 7.4 Except as may be done in accordance with Section 10.14, no statement by any Geonexus employee or agent, orally or in writing, will serve to create any warranty or obligation or to otherwise modify this Agreement. 8 LIMITATION OF LIABILITY. 8.1 EXCEPT WITH REGARD TO CLAIMS BASED UPON CUSTOMER'S BREACH OF SECTION 2.4, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING FOR ANY LOSS OF PROFITS, SAVINGS, REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. GEONEXUS WILL NOT BE LIABLE FOR ANY DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR AGGREGATE LIABILITY TO CUSTOMER RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EXCEEDING THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE ONE-YEAR PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OR DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT OCCURRED MORE THAN ONE YEAR BEFORE THE OTHER PARTY PROVIDES NOTICE OF THE CLAIM. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY, AND WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIFIED REMEDIES. 8.2 CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED UNDER THIS AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THIS AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE FEES CHARGED BY GEONEXUS. IN CONSIDERATION OF THESE FEES, CUSTOMER AGREES TO THIS ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK. 9 Indemnity. 9.1 Geonexus Intellectual Property Indemnity. Geonexus shall: (a) defend or, at its sole option, settle, at its own expense any suit, action, or proceeding brought against Customer by a third party claiming that the Software infringes any United States patent issued or any copyright or trade secret arising under the laws of any jurisdiction (an "IP Action"); and (b) pay damages finally awarded against Customer in the IP Action, or those monetary damages agreed to by Geonexus and the claimant in a monetary settlement of the IP Action; provided that Geonexus will be relieved of these obligations unless Customer: (c) gives Geonexus prompt written notice of the claim; (d) tenders to Geonexus sole control of the defense or settlement of the IP Action; and (e) cooperates with Geonexus in defending or settling the IP Action. If Geonexus receives notice of an allegation that any Software infringes a third party's intellectual property rights, or if Customer's use of any Software is enjoined as a result of infringement, Geonexus may, at its sole option and expense: (i) procure for Customer the right to continue using the Software; (ii) modify the Software so that it is no longer infringing; or (iii) replace the Software with other Software of equal or superior functional capability. If none of these actions are in Geonexus' determination commercially feasible, Geonexus will have the right to terminate the license to that Software. If Geonexus terminates a Software license as described above: (1) Geonexus shall (A) for a perpetual license, refund the applicable Fees paid for the license of that Software, prorated over a straight-line five-year period and (B) for a subscription, refund the applicable Fees paid for the balance of the term; and (2) Customer shall immediately deliver to Geonexus all copies of that Software in Customer's possession or control. This requirement applies to all copies in all forms, partial and complete, and whether or not modified or merged into other materials. Notwithstanding any other provision of this Agreement, Geonexus will not accept new orders for Software that is subject to a claim of infringement. 9.2 GEONEXUS IP INDEMNITY LIMITATIONS. THE RIGHTS GRANTED TO CUSTOMER UNDER SECTION 9.1 WILL BE CUSTOMER'S EXCLUSIVE REMEDY AND GEONEXUS' SOLE OBLIGATION AND LIABILITY FOR ANY ALLEGED INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT, INCLUDING MISAPPROPRIATION OF A TRADE SECRET. GEONEXUS HAS NO LIABILITY FOR ANY CLAIM OF INFRINGEMENT CAUSED BY: (A) MODIFICATION OF THE SOFTWARE WITHOUT THE APPROVAL OF GEONEXUS; (B) ANY CUSTOMER OR THIRD -PARTY APPLICATION OR OTHER TECHNOLOGY; (C) USE OF THE SOFTWARE IN CONNECTION OR IN COMBINATION WITH EQUIPMENT, DEVICES, OR SOFTWARE NOT PROVIDED BY GEONEXUS (BUT ONLY TO THE EXTENT THAT THE SOFTWARE ALONE WOULD NOT HAVE INFRINGED); (D) COMPLIANCE WITH CUSTOMER'S DESIGN REQUIREMENTS OR SPECIFICATIONS; (E) USE OF SOFTWARE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT, OR IN A MANNER FOR WHICH IT WAS NOT INTENDED; OR (F) USE OR DISTRIBUTION OF OTHER THAN THE MOST CURRENT RELEASE OR VERSION OF THE SOFTWARE (IF THE INFRINGEMENT WOULD HAVE BEEN PREVENTED BY THE USE OF THIS RELEASE OR VERSION). 9.3 Customer Use Indemnity. Except with respect to infringement of third -party rights for which Geonexus is obligated to indemnify under Section 9.1, Customer shall defend at its own expense any suit, action or proceeding brought against Geonexus by a third party based on any claim arising in connection with Customer's use of the Software (a "Use Action"), and Customer shall pay the damages incurred by Geonexus in the Use Action, or those damages agreed to in a settlement of the Use Action, and all reasonable attorney fees and costs of litigation. Geonexus shall: (a) notify Customer promptly in writing of the Use Action; (b) tender to Customer sole control of the defense or settlement of the Use Action at Customer's expense, provided, however, Customer may not settle a Use Action in a manner that would have an adverse impact on the business of Geonexus without receiving the prior written consent of Geonexus; and (c) cooperate and, at Customer's expense, assist in the defense of the Use Action. 10.6 Governing Law; Venue. This Agreement is Geonexus will have the right to participate at its governed by the laws of the State of Michigan, own expense in any Use Action or related without regard to its conflict of laws principles. The settlement negotiations using counsel of its own United Nations Convention on Contracts for the choice. International Sale of Goods does not apply to this 10 General. Agreement. All litigation related to this Agreement must be brought in a state or federal court located 10.1 Export. Customer shall comply with all applicable in Washtenaw County, Michigan, as permitted by export laws and regulations of the United States of law, except that Geonexus may elect to seek America, the European Union, Australia, and other injunctive or similar relief in any court having countries ("Applicable Export Laws") and assure jurisdiction over Customer. Customer hereby that no Software is: (a) exported, directly or consents to the personal jurisdiction of these indirectly, in violation of Applicable Export Laws; or courts. (b) intended to be used for any purposes prohibited 10.7 No Waiver. No failure to exercise, and no delay in by the Applicable Export Laws, including nuclear, exercising, any right will operate as a waiver; nor chemical, or biological weapons proliferation. The will any single or partial exercise of a right preclude Parties shall not take any actions that would cause any further exercise of that right or the exercise of either Party to violate the U.S. Foreign Corrupt any other right. The waiver by a Party of a breach Practices Act or similar anti -corruption laws. of this Agreement will not constitute a waiver of any 10.2 U.S. Government End Users. The Software and other breach. Documentation qualify as "commercial items," as 10.8 Remedies Cumulative. Each remedy of a Party is that term is defined at Federal Acquisition cumulative with each other remedy contained in Regulation ("FAR") (48 C.F.R.) 2.101, consisting of this Agreement and with all other remedies "commercial computer software" and "commercial available to that Party at law, in equity, and computer software documentation" as these terms otherwise, and no pursuit of any particular remedy are used in FAR 12.212. Consistent with FAR will constitute an exclusive election of any 12.212 and DoD FAR Supp. 227.7202-1 through particular remedy. 227.7202-4, and notwithstanding any other FAR or 10.9 Assignment. Neither Party may assign or transfer, other contractual clause to the contrary in any by merger, operation of law or otherwise, this agreement into which this Agreement may be Agreement or any right or duty under this incorporated, Customer may provide to a Agreement to a third party without the other Party's government end user or, if this Agreement is direct, prior written consent, except that. Geonexus may a government end user will acquire, the Software transfer this Agreement, together with all of its and Documentation with only those rights specified rights and duties under this Agreement, to a in this Agreement. Use of either the Software or successor entity if Geonexus is acquired, whether Documentation or both constitutes agreement by by equity or asset purchase, merger, corporate the government that the Software and restructuring or reorganization, or the like. Any Documentation are "commercial computer purported assignment or transfer in violation of this software" and "commercial computer software Section is void. documentation," and constitutes acceptance of the 10.10 Independent Contractor; Use of rights and restrictions in this Agreement. Subcontractors. Geonexus is an independent 10.3 Notice. All notices under this Agreement, including contractor and nothing in this Agreement or related notices of address change, must be in writing and to Geonexus performance will be construed to will be deemed given when sent by (a) registered create a joint venture relationship between mail, return receipt requested, or (b) a nationally Customer and Geonexus, or an employee recognized overnight delivery service (such as relationship between Customer and any Geonexus Federal Express), to the President or General employee or subcontractor. Geonexus may, in its Counsel of the appropriate Party at the relevant discretion, utilize subcontractors to provide address first listed above, or to a Party's address services under this Agreement. as changed in accord with this Section. 10.11 No Third -Party Beneficiaries. This Agreement is 10.4 Legal Expenses. If legal action is taken by either an agreement between the Parties, and confers no Party to enforce its rights under this Agreement, all rights upon any of the Parties' employees, agents, costs and expenses incurred by the prevailing contractors, or customers, or upon any other Party, including reasonable attorney fees and costs person or entity. of litigation, will be paid by the other Party. 10.12 Construction of this Agreement. The word 10.5 Severability. If a provision of this Agreement is "including" is not intended to be exclusive and held by a court of competent jurisdiction to be means "including, but not limited to." The word "or" illegal, unenforceable, or in conflict with any law of is not intended to be exclusive unless the context a federal, state, or local government, the validity of clearly requires otherwise. Each of the Parties and the remaining provisions will remain in full force their counsel have carefully reviewed this and effect. Agreement, and, accordingly, no rule of construction to the effect that any ambiguities in this Agreement are to be construed against the drafting Party will apply in the interpretation of this Agreement. 10.13 Force Majeure. Except with regard to any obligation to pay money, neither Party will be held responsible for any delay or failure in performance caused by fire, flood, embargo, strike, labor dispute, delay or failure of any subcontract, telecommunications failure or delay, act of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond that Party's reasonable control. If any of these events does occur, the time to perform an affected obligation will be extended by the length of time the event continues. 10.14 Entire Agreement. This Agreement together with the Exhibits, which are hereby incorporated in this Agreement, contain all the agreements, representations, and understandings of the Parties, and supersedes any previous understandings, commitments, representations or agreements, verbal or written, with respect to the subject matter of this Agreement. If there is any inconsistency between a term of this Agreement and a term on any exhibit, the term of this Agreement will govern. 10.15 Modification. This Agreement may not be modified or amended except in a written document signed by a duly authorized representative of each Party that expressly states the sections of this Aqreement to be modified; no other act, usaqe, or custom will be deemed to amend or modify this Agreement. Each Party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this Section. 10.16 Purchase Orders. Customer may, for purposes of administrative convenience, use Customer's standard form of purchase order to order Software. Any terms or conditions on a purchase order in any way different from or in addition to the terms and conditions of this Agreement will have no effect and Geonexus hereby rejects these terms and conditions. 10.17 Counterparts; Electronic Copies. This Agreement may be signed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the Parties. Delivery of an executed counterpart by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement. GEONEXUS TECHNOLOGIES L.L.C. THE CITY OF FORT WORTH WATER Signature Wes° William A. Heise (Apr16, 202315:39 EDT) Signature Dana Burghdoff (A(K26, 20 :39 CDT) Name Name Title Title EXHIBIT A GeoNexus Software Subscription & Professional Services Quote Addendum — Exhibit A Page 11 of 18 geoznexus 3005 Boardwalk Drive, Suite 107 866-839-4993 Ann Arbor, Michigan 48108 geo-nexus.com Geonexus Software Subscription & Professional Services Quote City of Fort Worth Water Quote Date: November 22, 2022 TERM: July 1, 2023 —June 30, 2028 (5 Year Contract) Geonexus Integration Platform (GIP) The below pricing outlines GIP Professional level pricing which supports the synchronization of up to 5,500,000 records. July 2023 — July 2024 — July 2025 — July 2026 — July 2027 — Item Description June 2024 June 2025 June 2026 June 2027 June 2028 Geonexus Integration Platform - US -Subscription- Professional, Supports up to $72,184.00 $74,349.00 $76,580.00 $78,877.00 $81,243.00 GIP Professional 5,000,000 records, 12 Month Subscription US -Subscription- Additional Records Block of GIP Professional 500,000 - GIP Professional, 12 $7,218.00 $7,435.00 $7,658.00 $7,888.00 $8,125.00 Add 500K Rec Month Subscription Annual Subscription GIP $79,402.00 $81,784.00 $84,238.00 $86,765.00 $89,368.00 The below pricing outlines GIP Enterprise level pricing which supports the synchronization of up to 10,000,000 records. July 2023 July 2024 — July 2025 — July 2026 — July 2027 — I Item Description A' &June 2024 June 2025 June 2026 June 2027 June 2028 Geonexus Integration Platform - Geonexus S- us- Subscription- Enterprise, Supports up to $92 808.00 $95,592.00 $98,460.00 $101,413.00 $104,455.00 I 10,000,000 records, 12 Month GIP Enterprise Subscription Annual Subscription GIP $92,808.00 $95,592.00 $98,460.00 $101,413.00 $104,455.00 GeoWorx Office Item Fee July 2023 — June 2024 July 2024 — June 2025 July 2025 — June 202 July 2026 — June 2027 July 2027 — June 2028 $12,893.83 $13,280.65 Unit Fee $11,799.68 $12,153.67 $12,518.28 I GeoWorx Office Server, 12-Month Subscription. Unit 1 1 1 1 1 $12,893.83 $13,280.65 Total $11,799.68 $12,153.67 $12,518.28 Unit Fee $70.81 $72.94 $75.12 $77.38 $79.70 GeoWorx Office User, 12- Month Subscription. 400 Units 400 400 400 400 Total $28,325.00 $29,174.75 $30,951.49 $31,880.00 $30,049.99 Annual Subscription GeoWorx Office $40,124.68 $41,328.42 $42,568.27 $43,845.32 $45,160.65 X SYSTEMS CONNECTED. INTEGRITY ENSURED. Valid for 90 Days from Quote Date geoznexus Professional Services 3005 Boardwalk Drive, Suite 107 866-839-4993 Ann Arbor, Michigan 48108 geo-nexus.com The following is Geonexus' hourly billing rate schedule by year for invoicing professional services based on Time and Materials (T&M). PROJECT R 6 202 $ 463.05 $ 486.20 202 20 2028 Principal / Executive $ 441.00 $ 510.51 $ 536.04 $ 562.84 Senior Project Manager $ 336.00 $ 352.80 $ 370.44 $ 388.96 $ 408.41 $ 428.83 Implementation Lead $ 336.00 $ 352.80 $ 370.44 $ 388.96 $ 408.41 $ 428.83 Implementation Specialist $ 210.00 $ 220.50 $ 231.53 $ 243.10 $ 255.26 $ 268.02 Senior Developer $ 336.00 $ 352.80 $ 370.44 $ 388.96 $ 408.41 $ 428.83 Junior Developer $ 273.00 $ 286.65 $ 300.98 $ 316.03 $ 331.83 $ 348.42 XSYSTEMS CONNECTED. INTEGRITY ENSURED. Valid for 90 Days from Quote Date EXHIBIT B PAYMENT SCHEDULE Payment Terms are Net 30. Addendum — Exhibit B Page 12 of 18 EXHIRTT C NETW K ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of the State of Texas, and Geonexus Technologies, LLC., a Michigan limited liability company ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide record synchronization software, licensing, maintenance and support, mapping integration solutions, and professional services. In order to provide the necessary support, Vendor needs access to the Internet, the Intranet, Geographic Information Systems (GIS) databases, Maximo work order system and associated databases, and the Water Department network (the "Services"). 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing the Services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. Addendum — Exhibit C Page 13 of 18 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR Addendum — Exhibit C Page 14 of 18 OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. 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. Addendum — Exhibit C Page 15 of 18 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. 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 on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] Addendum — Exhibit C Page 16 of 18 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth By: Dd��20W.39 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Approval Recommended: christo2hor Ngrder By: Christopher Harder(Apr 25,202313:24 CDT) Name: Christopher Harder Title: Director, Water Department Attest: By: Name Title: Jannette Goodall City Secretary VENDOR: �By: WilliamA.Heis16,202 Name: William Heise Title: Founder & CEO Date: 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: Jeff RyanTAp7, 2123 17 CDT) Name: Jeffery Ryan Title: IT Manager, Water Department Approved as to Form and Legality: By: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: 23-0204 Addendum — Exhibit C Page 17 of 18 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Addendum — Exhibit D Page 18 of 18 Geonexus Technologies L.L.C. 3005 Boardwalk Drive, Suite 107 Ann Arbor, MI Software and Support for the Geonexus integration products. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Consultant. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: William Heise Signature of President / CEO Other Title: Date: 2/10/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford ENDORSEMENT NO:24 This endorsement, effective 12:01 am, 11/02/22 forms part of policy number 35 TE 0426523-22 issued to: GEONEXUS TECHNOLOGIES, LLC by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL NOTICE OF CANCELLATION OR NONRENEWAL TO THIRD PARTY(IES) ENDORSEMENT You and we agree that: Section VII — Conditions is amended to add: • Additional Notice Of Cancellation To Scheduled Party(ies) We will mark our records to indicate that the Scheduled Party(ies) should be notified in the event that we initiate a cancellation or nonrenewal of this policy. We will endeavor to give advance notice to the Scheduled Party(ies) as specified below, but failure to do so will not impair or delay the effectiveness of any such cancellation or nonrenewal. 1. If this policy is canceled by us due to the non-payment of premium, notice of such cancellation will be provided to the Scheduled Party(ies) ten (10) days in advance of the effective date of such cancellation. 2. For any other cancellation or nonrenewal initiated by us, notice of such cancellation or nonrenewal will be provided to the Scheduled Party(ies) thirty (30) days in advance of the effective date thereof. As used herein, "Scheduled Party(ies)" means the following third parties: Schedule of Mailing Address(es) of Third Party(ies) Receiving Notice: (include full mailing address and contact party supplied by insured) City of Fort Worth, 200 Texas Street , Fort Worth Texas 76102 All other terms and conditions remain unchanged. 0 0.1 Douglas Elliot, President FS 00 H349 00 1016 FailSafe° Page 1 of 1 © 2016, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 35 WEC ZN3002 Endorsement Number: 6 Effective Date: 11/02/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: GEONEXUS TECHNOLOGIES, LLC 3005 BOARDWALK ST STE 107 ANN ARBOR MI 48108 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE City of Fort Worth, 200 Texas Street, Fort Worth, TX, 76102 Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 11/03/22 Policy Expiration Date: 12/14/22 CITY COUNCIL AGENDA Create New From This M&C DATE: 3/21/2023 REFERENCE NO.. CODE: G TYPE: Official site of the City of Fort Worth, Texas FORT WoRm �.1,_ **M&C 23- LOG NAME: 60GEONEXUS 0204 TECHNOLOGIES, LLC CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize a Sole Source Agreement with Geonexus Technologies, LLC. for Software, Licensing, Maintenance and Support, Mapping Solutions, and Professional Services Utilized by the Water Utility's Enterprise Asset Management Program for an Annual Amount of $166,699.92 RECOMMENDATION: It is recommended that the City Council authorize a Sole Source Agreement with Geonexus Technologies, LLC. to continue using record synchronization software, licensing, maintenance and support, mapping integration solutions, and professional services utilized by the Water Utility for an annual amount of $166,699.92. DISCUSSION: The Field Operations group for the Water Utility has utilized the current work order system and asset enterprise asset management system, Maximo Application Suite, since 2005. After a series of system upgrades in 2016 and 2018, the Utility has utilized additional, bolt -on applications and solutions using Geonexus Technologies products that provide asset management records import and synchronization from the geographic information systems (GIS). Geonexus Technologies tolls also provide implementation of mapping solutions used to access work order and asset records through online mapping applications from the field. These services have been provided under the prior contracts for the Maximo program approved under Mayor and Council Communication (M&C) C-27349. These contracts will expire in 2023. If approved, the new agreement with Geonexus Technologies, LLC. will allow the Water Utility the ability to continue utilizing current database-to-GIS asset synchronization workflows as well as all integrated mapping application access and licensing. These tools facilitate the Utility's field personnel to have ability to view, manage, and complete 100,000+ work orders involving over 1 million synchronized assets and 450+ users. ADMINISTRATIVE CHANGE ORDER An administrative change order or increase may be made by the City Manager in the amount up to the maximum allowed under state law and the City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. Funding is budgeted in the Water and Wastewater IT Services Department's other contractual services account within the Water and Sewer Fund. AGREEMENT TERM This Agreement will commence July 1, 2023 and end on June 30, 2024. RENEWAL OPTIONS This Agreement will have four one-year renewal options. DVIN The Water Department was approved for a sole source exemption by the Legal Department. Therefore, the business equity goal requirement is not applicable. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Water and Sewer Fund. Prior to an expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. O_ Fund Department Account Project Program Activity Budget Reference # Amount ID I ID I I Year Chartfield 2 FROM rundLDepartmentj Account Projec Pt or gram Activity 113-u-d-g-e-FF Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Dana Burghdoff (8018) Originating Department Head: Chris Harder (5020) Additional Information Contact: Jeff Ryan (8539) ATTACHMENTS Geonexus-Form 1295.p. f (CFW Internal) 60GEONEXUS TECH.docx (CFW Internal) 60GeoNexus Technologies, LLC FID TABLE.xlsx (CFW Internal) Approved DVIN Waiver for GeoNexus 2023.pdf (CFW Internal) APPROVED Geonexus Chapter 252 Exemption Form Final.pdf (Public) Conflict of Interest Question naire-GNX.pdf (Public) FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Water Department Name of Contract Manager: Jeff Ryan Department's Attorney: Paris Taylor Item or Service sought: Geonexus Records Synchronization Software (GeoNexus Integration Platform) and Access (GeoWorx Office) Subscriptions including Professional Services Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service CSC or Purchase Order #: Amount: Projected M&C Date: How will this item or service be used? El ❑x $166,699.92 Geonexus Technologies Yes ❑X No ❑ 46814 $1,237,884.08 [INSERT DATE OR N/A] The subscriptions and records synchronization services are used to ensure svnchronv between asset records in veoizranhic information systems (GIS) and the maintenance records within the Water Utility's Maximo work order system. These services have been provided under prior contracts for the Maximo program approved under M&C C-27349 which are set to expire in 2023. These services include records synchronization subscriptions, software/cloud frontend user access and server subscriptions, and work order/asset Page 1 of 5 management database hosting. This agreement will allow the Utility to continue utilizing current GIS-to-database synchronization workflows as well as all integrated mapping application access and licensing. Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No ❑ If yes, please provide requisition number or brief explanation of contact with Purchasing Division: [DETAILED DESCRIPTION] Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, only complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑ A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; Page 2 of 5 at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. [INSERT DETAILED EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sole -Source Exemption and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions ❑X *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Page 3 of 5 Geonexus Technologies, LLC. is the sole source provider for the licensing of the synchronization software GeoWorx Sync, associated user access integrations with existing web -based GIS mapping applications GeoWorx Office, and all professional services associated with their implementation, configuration, and maintenance. Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Geonexus Techonologies provides GeoWorx Sync database synchronization and GeoWorx Office GIS-to-Maximo web application which are proprietary to Geonexus Technologies. Did you attach a sole source justification letter? ® Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Geonexus Techonolo _pies provides GeoWorx Sync database synchronization and GeoWorx Office GIS-to-Maximo web application which are proprietary to Geonexus Technologies. Section 4: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ®Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ®Yes ❑No. If yes, please explain:The Department attached a sole source letter. Was there anything not included on this form or attached hereto that was relied on in making this determination? If yes, please explain:N/A ❑Yes ®No. Will the standard terms and conditions apply? ®Yes ❑No. Will the contract require special terms? ❑Yes ©No. Page 4 of 5 Will the contract require review by the department attorney? ®Yes ❑No. Approved By: SzI Date: 1/30/2023 t Anato-Mensah / Jessika Williams stant City Attorney Page 5 of 5 geo ne us January 25, 2023 City of Fort Worth Water 1000 Throckmorton St. Fort Worth, TX 76102 SUBJECT: SOLE SOURCE To Whom it May Concern: 3005 Boardwalk Drive, Suite 107 866-839-4993 Ann Arbor, Michigan 48108 geo-nexus.com Geonexus Technologies, L.L.C. ("Geonexus") is the sole source of complete maintenance and support services of its Geonexus products (listed below) to include software updates, bug fixes, and technical support services. Product Description The Geonexus Platform addresses data integration, application integration, and data quality, and includes a library of prepackaged Geonexus Integration Platform - connectors to leading enterprise systems for Core true "Plug -and -Play" integration. The software communicates with edge systems via vendor -supported Application Programming Interfaces (APIs). Geonexus Integration Platform — Prepackaged connector to support Esri Connector integration with Esri ArcGIS. Geonexus Integration Platform — Prepackaged connector to support Maximo Connector integration with IBM Maximo. GeoWorx Sync is an out -of -the -box solution GeoWorx Sync that synchronizes data between Oracle WAM and an Esri ArcGIS geodatabase in a loosely coupled model. GeoWorx Office GeoWorx Office is an insertable widget available through the Esri® ArcGIS Online SYSTEMS CONNECTED. INTEGRITY ENSURED. platform. Using existing Esri map visualization and geoprocessing capabilities, GeoWorx Office provides a unified operating picture of infrastructure assets/features, service requests and work orders throughout the enterprise. Sincerely, William "Skip" Heise President CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. !J Name of vendor who has a business relationship with local governmental entity. GEONEXUS TECHNOLOGIES L.L.0 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) .2J Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F1 Yes F1 No 11 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 '4- �ua.� 03/01 /2022 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 FoRTWORTH,- Routing and Transmittal Slip Water Deaartment DOCUMENT TITLE: GeoNexus Software License Aareement and Addendum M&C: 23-0204 CPN: CSO: DOC #: TO: INITIALS Rick Lisenbee - Approver William Heise - Signer Jeff Ryan - Signer Jan Hale - Approver Chris Harder - Signer Taylor Paris - Signer Dana Burghdoff - Signer Melissa Brunner - Approver Jannette Goodall - Signer Allison Tidwell — Form Filler Jeff Ryan - Acceptor Action Required: ❑ As Requested ❑ For Your Information Signature/Routing and/or Recording ❑ Comment ❑ File FOR CMO USE ONLY: Routing to CSO YES ❑ NO EXPLANATION The subscriptions and records synchronization services are used to ensure synchrony between asset records in geographic information systems (GIS) and the maintenance records within the Water Utility's Maximo work order system. These services have been provided under prior contracts for the Maximo program approved under M&C C- 27349 which are set to expire in 2023. These services include records synchronization subscriptions, software/cloud frontend user access and server subscriptions, and work order/asset management database hosting. This agreement will allow the Utility to continue utilizing current GIS-to-database synchronization workflows as well as all integrated mapping application access and licensing. The not to exceeds amount of the contract is $166,699.92. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than one (1) year after the Effective Date ("Expiration Date"). Please sign or approve these items. If you have any questions or concerns, feel free to call or email me. Thank you, Jeff Ryan Water GIS Manager Fort Worth Water Department Phone: 817-392-8539 Mobile: 682-263-5253 Email: Jeffery.Ryan@fortworthtexas.gov