HomeMy WebLinkAboutContract 60154City Secretary Contract No. 60154
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Replica,
Inc ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Replica will provide data platform access to the City for data
platform that enables users to efficiently view, interpret and analyze transportation data and metrics derived
from location -based data ("Services"), which are set forth in more detail in Exhibit "A," attached hereto
and incorporated herein for all purposes.
2. Term. This Agreement begins on the date signed by the Assistant City manager
("Effective Date"), below, and expires on AUGUST 31, 2024 ("Expiration Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to three (3) one-year renewal option(s)
(each a "Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this
Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Ninety -Five Thousand Dollars ($95,000.00). Vendor
will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
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has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will 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.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
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officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will 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 will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will 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 will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
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does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assignment and Subcontracting.
9.1 Assimment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
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$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) Notice of cancellation or reduction in limits of coverage must be provided
to the City by the Vendor within 48 hours of receiving notice from the insurance
provider. Ten (10) days' notice will be acceptable in the event of non-payment of
premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas
Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at
the same address.
(c) 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.
(d) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
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employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth
Replica, Inc.
Attn: Assistant City Manager
Nick Bowden, CEO
200 Texas Street
3610 W. 95t' St
Fort Worth, TX 76102-6314
Leawood, KS 66206
Facsimile: (817) 392-8654
Facsimile: N/A
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either parry who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
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in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
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work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcottina Energv 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, which will 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 Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
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31. 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 which will 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 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Mdam Johnson (S& 23, 2023 12:29 GMT+2)
Name:
William Johnson
Title:
Assistant City Manager
Date:
Sep 23, 2023
APPROVAL RECOMMENDED:
By: A°`�
Name: Lauren L. Prieur
Title: Transportation and Public Works Director
ATTEST:
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Replica, Inc
By:
Name: Nick Bowden
Title: CEO
Date: 9/11 20 23
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:
(��,awcd
Name: Walter Council
Title: Principal Regional Planner
APPROVED AS TO FORM AND
LEGALITY:
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
Scope requirements How Replica meets and exceeds re uiroments
1. Platform —Firm shall provide Replica's data platform enables users to efficiently view, interpret and
access to a platform through analyze transportation data and metrics derived from location -based
which the location -based Big data.
Data can be viewed,
interpreted and analyzed, The With its subscription. Ft. Worth will receive unlimited accounts for its staff
firms shall provide unlimited and no limits on the number of downloads or queries.
access and log -ins to
authorized staff.
2. Sources of data —Firms shall
utilize a variety of sources of
data to develop and build the
transportation model. Sources
include, but are not limited to:
GPS data from cell phones,
credit card data, app check -ins
and other mobile phone data.
3. Trip data —Firms shall
provide trip data for all modes
of travel including: automobile,
transit. bicycle and pedestrian.
4. Frequency of data —Firms
shall update data for analysis
purposes at a minimum of a
quarterly basis. Furthermore,
firms shall provide access to
historical data (at least two
quarters) in order to establish
the transportation model
baseline.
Replica utilizes a diverse set of data sources to generate the
transportation data and metrics found in the platform. Those data
sources include:
• GPS data from cell phones
• Credit card data
App check -ins
AND
• Connected vehicle data
• Built environment data
• Ground truth data
See Section 2.5 for additional information.
Ft. Worth will be able to distinguish all trips by mode of travel in Replica's
platform including:
■ Private automobile
• Transit
• Bicycle
• Pedestrian
AND
• Carpool
• On Demand (Taxi & TNC)
• Commercial/Freight
Replica's various datasets and metrics are published on cadences that
range from weekly to annually.
Data is available from 2019-Present.
Transportation Data Platform CPN 104893
11
Document Ref: 5ZKHN-CGKMA-7DB72-BPNPH Page 11 of 14
City Secretary Contract No. 60154
5. Studies and Reports —The
data reports are accessible through the Replica web interface. Examples
platform provided by the firm
of these reports include an MPO Report. Equity Indicators, Workforce
shall be able to produce
Profile information, and more.
reports, analyses and also
provide an option to export the
All data is also available via data download through the Replica web
raw data. Attention should be
interface, for easy analysis in other applications, including GIS, without
given to ensure compatibility
any necessary post -processing. Available download formats include CSV,
with other software including,
shapefile, and GeoJSOhl for integration into other tools like: Google
but not limited to: Google Earth,
Earth, Microsoft Office and ArcGIS.
Microsoft Office and ArcGIS.
6. Full-time Project
Caroline Ahern, VP of Customer Success will be Replica's full-time
Representative —The firm shall
project representative for this engagement. She will be ultimately
designate and assign a project
responsible for the quality of the work and ensuring delivery dates are
representative, subject to the
met.
approval of the City, who will
serve as the point of contact for
the duration of the work or task
being performed. The
representative will be
responsible for ensuring the
quality of the work and for the
project's delivery date being
met.
7. Project Coordinator —The Caroline Ahern, VP of Customer Success will also be Replica's full-time
firm shall appoint a project project representative for this engagement.
coordinator or manager to
serve as a single point of
contact and liaison between
the firm and the City for all
work required under this
agreement. The project
coordinator or manager will be
responsible for the complete
coordination of all work
developed under each
assignment.
Transportation Data Platform CPN 104893
12
Document Ref: 5ZKHN-CGKMA-7DB72-BPNPH Page 12 of 14
City Secretary Contract No. 60154
S. Controls and Review Before being published. Replica's data goes through a robust QAIQC
Procedures —All work will be process including calibration and validation to eliminate errors and
accomplished with adequate ensure quality of information. These reports are available to Ft. Worth
controls and review procedures and additional custom validation can be completed upon request.
to eliminate conflicts, errors,
and omissions, and to ensure
the technical accuracy of all
design information.
9. Status Reports —Provide the
Replica will provide Ft, Worth with monthly status reports include
City with monthly status reports
statistics on number of users, amount of use, key projects and more.
on each project- Reports will
These reports will be provided as part of a broader engagement plan
include project progression.
that is co -created at the beginning of the contract period,
completion percentage and
invoices billed and paid -
Transportation Data Platform CPN 104893
13
Document Ref: 5ZKHN-CGKMA-7DB72-BPNPH Page 13 of 14
City Secretary Contract No. 60154
EXHIBIT B
PAYMENT SCHEDULE
Total compensation under this Agreement will not exceed Ninety -Five Thousand Dollars ($95,000.00).
Vendor will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will
not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing. The City will pay vendor within 60 days of receipt of an accurate and
correct invoice.
6.o Budget
Replica proposes an annual subscription for access to our data platform and data downloads across ao
unlimited number of users from Ft, Wooh, for an unlimited number of queries and data downloads at the
rate of $95,000 USD per year. As part of our staffing approach, Ft. Worth will have unlimited customer
support access to our full teani listed in this proposal. Their time and efforts to onboard, implement. and
train Ft. L"forth are included in the annual subscription at no additional cost.
Contract Torm: 1 year 4 optional extensions
Annual Repko An annual subscription for access to Replica's data plalforni
Subscription with unlimited data studies, dashboards. and downloads
• Includes unlimited users for Ft. Worth staff
• Includes unlimited data queries
• Includes unlimited data downloads
Subscription includes both historical data and new data as it
becomes available, for as long as the subscription is active.
Replica is pricc--d based on the population of the jur isdictions
with access and the number of jurisdictions that will receive
access.
Customer Support Dedicated Customer Success Manager to suppof1
from Replicii implementation, onboarding, and continued support
Throughout ttte lifecycle of this contract for Ft. Worth
• Inchldes unlimited ongoing technical support and 1:1
support as needed for Ft. Worth. alongside in•app
support, community webitars, and regional training
• Includes online training sessions, in•app support, and
community webinars
Cost per year
Transportation Data Platform CPN 104893
$05.000.00 USD
per year
Included as part
Of annual
subscription
$95.000.00 USD
per year
14
Document Ref: 5ZKHN-CGKMA-7DB72-BPNPH Page 14 of 14
FORT WORTH.
Routing and Transmittal Slip
Transportation & Public Works
Department
DOCUMENT TITLE:
Transportation Data Platform, Agreement with Replica
M&C: CPN: 104893 CSO: DOC#:
Date:
To:
Name
Department
Initials
Date Out
1.
Barbara Pryor
TPW - initial
Pe—
Sep 21, 2023
2.
Replica LLC Consultant
- Signature
3.
Walter Council
TPW - Signature
a) el
Sep 22, 2023
4.
Michael Landvik
TPW -initial
N/_
Sep 21, 2023
5.
TPW AD, Kelly Porter
TPW - initial
A
Sep 22, 2023
6.
Lauren Prieur
TPW - signature
�M
Sep 22, 2023
7.
Jessika Williams
Legal - signature
JjW z1W
Sep 22, 2023
8.
William Johnson
CMO - signature
/7
Sep 23, 2023
9.
Jannette Goodall
CSO - signature
Rpg
Sep 25, 2023
10.
TPW Contracts
TPW
11.
DOCUMENTS FOR CITY MANAGER'S
SIGNATURE:
All documents received from any
and all City Departments requesting City Manager's signature
for approval MUST BE ROUTED
TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed
the routing slip,
David
will review and take the next steps.
NEEDS TO BE NOTARIZED: ❑YES ®No
RUSH: [—]YES ®No SAME DAY: ❑YES ❑No NEXT DAY: ❑YES ❑No
ROUTING TO CSO: ®YES ❑No
Action Required:
❑ As Requested
❑ For Your Information
® Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs
Return To: TPWContractsaFortWorthTexas.2ov at ext. 7233 or 8363, for pick up when
combleted. Thank you!
Updated 06.21.2023 mdhm