HomeMy WebLinkAboutContract 62377CSC No. 62377
FORT WORTH,
N111
SOLE SOURCE AGREEMENT
This SOLE SOURCE AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation acting by and through
its duly authorized Assistant City Manager, and SIMTABLE, LLC, ("Vendor"), New Mexico limited
liability company and acting by and through its duly authorized representative, each individually referred
to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A
— Scope of Services;
3. Exhibit B —
Price Schedule;
4. Exhibit C —
Sole Source Justification Letter
5. Exhibit D
— Verification of Signature Authority Form.
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scope of Services. Vendor shall supply the city, namely the Fire Department with the
Simtable Interactive Sand Table with Any Hazard Software and 5 years of Support and Maintenance on the
Simtable Package ("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 July 1 st, 2024 ("Effective Date") and expires on June
30th, 2025 ("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 four (4) 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 one hundred and fifty thousand dollars
($150,000.00). 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 1 of 22
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-Abbronriation 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
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 to the Texas Attorney General. 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.
Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
Vendor Services Agreement Page 2 of 22
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. Indenendent 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
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.
Liabilitv 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, REPRESENTAIVES, 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, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCL UDING ALLEGED 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,
REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COSTANO EXPENSE, ANY CLAIM OR
ACTION AGAINST CITYFOR INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTYRIGHT ARISING FROM
CITY'S USE OF THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE
Vendor Services Agreement Page 3 of 22
WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO
DEFEND, SETTLE OR PAY WILL NOTAPPLYIF CITYMODIFIES OR MISUSES THE
SOFTWAREAND/OR DOCUMENTATION. SOLONGAS 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 OFANYSUCH CLAIM OR ACTIONAND 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
LA WSUITASNECESSARYTOPROTECT CITY'SINTEREST, AND CITYAGREES TO
COOPERATE WITH VENDOR INDOINGSO.INTHE 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
SOLERIGHT TO CONDUCT THEDEFENSE OFANYSUCHCLAIMORACTIONAND
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. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY
SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY 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 THEREOFIS 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 DOES NOT MATERIALLY ADVERSELY
AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR
DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND/OR
DOCUMENTATION WITHEQUALLY 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 A GREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR
BY CITY, SUBSEQUENT TO WHICH TERMINATIONCITYMAYSEEKANYANDALL
REMEDIES A VAILABLE TO CITY UNDER LAW.
Assignment and Subcontracting.
9.1 Assignment. 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 and Assignee will be liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
Vendor Services Agreement Page 4 of 22
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
$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
Vendor Services Agreement Page 5 of 22
(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) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. 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.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) 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
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:
Vendor Services Agreement Page 6 of 22
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Simtable, LLC
Stephen Guerin, CEO
1600 Lena St. Ste D 1
Santa Fe, NM 87505-3891
stephen@simtable.com
14. Solicitation of Emulovees. 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 party 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
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 Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Vendor Services Agreement Page 7 of 22
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.
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. Ownershin of Work Product. City will be the sole and exclusive owner of all reports,
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,
Vendor Services Agreement Page 8 of 22
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 Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 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.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. 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.
Vendor Services Agreement Page 9 of 22
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, including all attachments and exhibits, 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)
(remainder ofpage intentionally left blank)
Vendor Services Agreement Page 10 of 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
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CITY OF FORT WORTH: RP
11540141 Bcc�A�ir1a
By: Dana Burghd off(Dec ,20241 f.12CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Dec 2, 2024
APPROVAL RECOMMENDED:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all performance and
reporting requirements.
By:
Name: Brenda Ray
Title: Fire Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Jamesna-es2,202408:12 CST)
Name:
James Davis
Title:
Fire Chief
By:
Name: Taylor Paris
ATTEST:
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44 qQ
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Title: Assistant City Attorney
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CONTRACT AUTHORIZATION:
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M&C: 24-0888
By:
Date Approved: 10/15/2024
Name:
Janette Goodall
Title:
City Secretary
Form 1295: 2024-1208553
VENDOR:
Simtable, LLC
By:
GCQiurL
ZTen
Name:
Gue
Title:
CEO
Date: 11 /25/2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 11 of 22
EXHIBIT A
SCOPE OF SERVICES
Vendor shall supply the City of Fort Worth Fire Department with the following:
• SimtableTM Head Unit includes computer, projector, camera, cabling, stand and travel case.
• Simtable Sandtable includes portable sandtable w/ travel carrier and table medium.
• AnySurfaceTM Interface Software
• AnyHazard Software for Training
AnyHazardTM Wildfire and Emergency Management Simulation Software
• Support and Maintenance Package
5 Year Additional Support and Maintenance Package - Includes Software
Updates, Hardware Maintenance, Access to Support and Integration Assistance
Vendor Services Agreement Page 12 of 22
EXHIBIT B
PRICE SCHEDULE
Simtable Quote
February 1", 2024
F Valid for 180 Days
si m t a b l e a v Contact: Stephen Guerin
sephen@ si ratable. corn
505-577-5828
Physical Interactive Simtable Sandtable
Simtable" Head Unit. Sandtable and AnySurface-" Interface Software 1 Units x $ 19,995: $ 19,995
AnyHazard Software for Training
AnyHazard"' Wildfire and Emergency Management Simulation Software 1 Unit x $ 47,995: $ 47,995
Support and Maintenance Package
5 Year Additional Support and Maintenance Package - Includes Software
Updates, Hardware Maintenance. Access to Support and Integration Assistance 1 Unit x $ 34.975: + $ 34.975
Total: $ 102.965
Notes
1-Year'Narranty on Parts and Labor on Physical Simtable
Customer responsible for any associated taxes, customs and fees
1 Year 3'Year ' Year
$ 9,995 S 24,985 S 34,975
( Annual ) ( Save S5.000) Bect Value )
1600 Lena St. Suite D1 • Santa Fe, NNi 87505 • ph. (50-5) 577-b828 • www.simtable.com
Vendor Services Agreement Page 13 of 22
EXHIBIT C
SOLESOURCE
JUSTIFICATION LETTER
simtablel.-
COLLABORATION IN A NEW LIGHT
1600 Lena St.. Ste- D1
Santa Fe NM 8'505
Re: Sole Source Justification
To Ahom It May Concern.
This letter serves to notify that Simtable"s interactive technology — including the Simtable
System AnySurface, Mobile Interaction and Agent -Based Modeling comporients - are a sole
source product developed and distributed by Simtable. LLC. To our knowledge. no other
company makes a similar or competing product. This product must be ptuchased directly by
institutions from Simtable. LLC at the address listed above. There are no agents or dealers
authorized to represent this product.
With over 100 Simtables deployed to date. Sole Source,, .,..:..::..._, has been used in the majority
of purchases including the states of California (Mann County purchase). New Jlesico. Forth
Carolina. Michigan. and Arizona. In the few cases where the Simtable has been put out to bid,
there have been no responders.
There is no other like item(s) or product(s) available for purchase that would serve the same
purpose or function and there is only one price for the above names_ item(s) or product(s).
The following .'.:,_.., ..,. s provide hither detail regarding our proprietary technologies:
Active Pixel Projection System
This system provides a firlly integrated system comprised of a dedicated computer,
projector and camera sensor. Coupled with Simtable's AnySuuface software. the s} stem
provides ambient computing capability in which a projected interface may be operated
without the use of keyboards or nice.
An} -Surface
This software enables projected computer interfaces to be operated by use of ambient
devices such as laser pointers. motion and or other remote devices (e.g. tablets. smart
phones etc.)_ The Simtable is primarily operated by means of laser pointer which acts as
an ambient mouse input upon the projected interface.
Arent -Based Modeling
Simtable's agent based modeling capabilities are the only custom models that allows for
real-time. &y anuc inputs which allow the modeling behavior to be altered during
simulation and in real-time. For instance. the operator may alter the behavioral inputs that
Vendor Services Agreement Page 14 of 22
affect the models result without stopping the simulation or re -running it again. Personnel
may alter the beha%ior of a simulation (fire, flood, hazmat plume and traffic evacuation)
by changing the inputs (weather. terrain, biological and ecological assets. etc.) in
real-time. Simulated resources and interactive methodologies may also be placed and
moved in order to simulate the effects of mitigation practices and outcomes.
Mobile DeNice Integration
This capability prcnides mobile deice interaction allowing for 3D -.w% mo-vement and
natation. EML layer switching, map loading and selection ofinmages and mdeo on
Simtable views and interfaces. Also allows for synchronized %view of simulations on
tablets and phones.
Siwtable has copyrights on its invented and developed hardwarelsoftware combination and treats
as trade secret its proprietary technologies which include:
• Am-Sm-facer'r: 3D scan=g and object tracking using cameras and projectors
An-l3azai%ME— agent -based mo€lelmg simulation engine for wildland fire, haznt
plumes, flood and traffic evacuation
Aeeguiar34 Distributed real-time geospatial data engine
Ifyou require additional information_ please don't hesitate to contact me at (505) 577-5828. W-e
look forward to wort ng with you.
Hest regards,
,
Stephen Guerin
CEO, Simtable LLC
1600 Lena St. #Dl
Santa Fe, NM 97505
steohm&sinitable. com
mobile: (505) 577-5828
Vendor Services Agreement Page 15 of 22
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
SIMTABLE, LLC
1600 LENA ST., STE DI
SANTA FE, NM 87505
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name: Alison Jones
Position: Operations Manager
/s Alison Jones
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name: Stephen Guerin
�O��L?..rLGG?iL.GrL
Signature of Pre dent /CEO
Other Title:
Date: 11 /25/2024
Vendor Services Agreement Page 16 of 22
SOLESOURCE
EXEMPTION FORM
FORT WORTH.
CITE' OF FORT WORTH
CHAIPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you ha4.e completed thi fond
provide it to the Purchasing attorney for rer-iety. The attorney will renew the inforniatitin cu hive
provided to determine whether an exemption to Chapter 252's biding requirements is defena11-le.
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 tip questions and cause a delay in the
attorneys determination.
Section 1: General Information
Requesting Department: FIRE
`_Name of Contract Mmager: BRENDA RAY
Department's. Attorney: ANDREA PHIL.LIPS
Item or Service sought_ Sal TABLE INTERACTIVE SANDTABL:E
WITH ANY HAZARD SOFTWARE FOR TdtkINING AND 5 YR SUPPORT &
N,LAIN ENS -NCE PACKAGE
Goods- GXI
Service: M
Anticipated Amount: $102,M5.00
Vendor: SaITABLE, I I C.
Current Trear Agreement for item,�senice: Yes D No E
CSC or Purchase Order ##: N/A
Amount: N/A
Projected VI&C Date: NIA
How will this item or service be used? Simtable's simulation platforms enable professional
first responders to easily operate in the planning, training and outreach needed to deliver
emergency plans, for their communities. After Action R.miews and Lessons Learned simulations
are dynamically created utilizing your eusting data. Smatable provides simulations of hazards
pertinent to your specific region, count`' or state. The Applications include 4E'ildland Fire.
Comirunit. Outreach, Emergency* Evicuation, Flooding, Hazmat. Homeland &i Urband, Security.
Page 1 of 7
Vendor Services Agreement Page 17 of 22
Has your deparrment started a requisition or otherwise contacted the Purchasing Division related
to obtainine this mod+senace9 Yes ❑ No
If yes, please provide requisition mrnber or brief explanation of contact with
Purchasing Division: N,%
Section '_: Claimed Exemption and Justification (Other than sole source)
VOTE. - For a claimed sole -source exemption, omh complete 'Section 3.
Please indicate the non -sole -source exemption j-ou beirux- applies to the purchase and provade
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,
Q A procurement for personal, professional or planning senaces;
❑ 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;
❑ Pa%mg drainage, street widening, and other public imnpro-uements, or related matter,_ if
at least one-third of the cost is to be paid by or through special assessments le%red on
property that will benefit from the improvements;
7 A public improvement project, already m progress: authorized by the voters of the
municipality, for uihi:h there is a deficiency of funds for completing the project in
accordance with the plane and purposes authorized by the voters;
❑ A pmment under a contract by which a developer participates in the construction of a
public improvement as provided by. Subchapter C, Chapter 212;
71 Personal property- sold:
• at an auction bye a state licensed auctioneeer-
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
Page 2ofi
Vendor Services Agreement Page 18 of 22
• 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
repo nal 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
71 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 Dick or tap here to enter text.
Section d: Claimed Sole -Source Eseinution and Justification
NOTE - For any. non -sole -source exemption, complete Section I
Please indicate the sole -source exemption you believe applies to the purchase and provide
infarmation to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
10 *A nt of items that are available from only one source_ including:
• items that are available from only one source because of patents, copyTi` hts,
secret processes, or natural monopolies;
• films., manuscripts, or books;
• gas, vaster, 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 nghts 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 v-ou determine that the item or service is only- available from one source?
ATTB SE.kP:CH AND SEARCH OF COOPS — FOUND OTHER SAND TABLES BUT. NO
OTHER SAND TABLES WITH THE SAME CAPABU=S AS THIS INTERACTIVE
SAND TABLE 14AS_
Vendor Services Agreement Page 19 of 22
Attach screenshots and pro%ide 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 Rem is available only from a single source.
SEE. ATTACHED
Did you attach a sole source justification letter? 1Z Yes ❑ No
Descnbe the uniqueness of the item or service (e_g. compatibility or patent issues, etc.). THE
SI]ME T.SBLE HAS AN ACTIVE PDML. PROJECTION SYSTEM, ANY SURFFACE WHICH
ENABLES PROJECTED CO-MPF TER INTERFACES TO BE OPEATED BY USE OF
A--IlBIENT DEVICE S SUCH AS A LASER POINTER, AGENT -BASED MODELING
WHICH ALLOW- S FOR REAL T AE CUSTOM MODELS, MOBILE DEWCE
INTERGARTIONS. ANY SURFACE, AN'i'HAZAItD AD A%Tqura are coMrrghted by
SaITABLE.
Section 4: Attorner Determination
A'iih the facts pro%rided b� the department, is the use of the claimed w..:..r!.:..._ dekusrble if the
City were to be challenged on this purchase? Eyes []No -
Was there anything attached to this form that was relied on m making this deteanm ation?
®Yes ❑No_
Ifyvs: please explain: Sole source letter detailing proprietary techno logy
W-as there an-,rthing not included on this form or attached hereto that was relied on in making this
determination" El Yes ZNo_
Ifyes, please explain: airk or tap here to enter ieat.
Will the standard terms and conditions apply? Eyes ❑No_
Will the contract require special terms? ❑Yes ®No_
Will the contract require re,6w%, by the department attorney? ®Yes ❑No_
Approved By:
4J��' d-G�!r� LfiGG��f-C7ht�
Date: 5/31 2024
Jeremy Anato-Mensah / Jessika Wilhams
Assistant City Attorney
Vendor Services Agreement Pagc 20 of 22
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 1(Y15d24 M&C FILE NUMBER: M&C 24-0888
LOG NAME: 36SIM TABLE SOLE SOURCE
SUBJECT
(ALL) Authori-ze the Puichase of a Simulabon Table, Associated Software, Support and Maintenance from Simtable LLC, in an Amount Up
to $102,96=•.100 Funded by the Urban . ,rea Security Initiative Grant from the United States Department of Homeland Security, Using, a Sole Source
Contract for the Fire Department
RErOMMENDATIOi
It is re.. i it, L:, _ that the City Council authorize the purchase of a simulation table, associated software, support, and maintenance ffrom
Simtable LLC, in an amount up to $102,965.CC funded 1:)y the. Urbani Area Security Initiative Grant from the United States Department of Homeland
Security, using a sale source contract for the Fire Department
DISCUSSION:
This Mayor and Council Communication {M&Cj is to authorize die purchase of a simulation table, associated software, and support_ The table is
designed for tabletop scenarios to train operations responders and in cid ent commanders for the response to a variety of al I -hazard incidents such
as hazardous materials releases, flooding,, and wildfires. The table can a.' so be used to pre -plan responses to target hazards by law enforcement
and specialty teams.
Simtable, LLC is the sole source equipment manufacturer and vendor of this technology, thus not su t:ject to competitive bidding requirements.
This project was approved for a waiver per the Chapter 252 exemption. as a sole source by the Legal Department Therefore, ttre business equity
goal requirement is riot applicable.
The maximum amount allowed under this agreement will be $102,965.00 and is budgeted in the Grants Operating Federal Fund for the purpoi of
funding the 2023 UASI - Special Response project, as appropriated. This is for the one-time purchase of the hardware and soft -Pure and a `-year
support and maintenance plan. too renewals are required.
This project is located in ALL CCUNCIL DISTRICTS.
FISCAL INFORMATION I CERTIFICAMN:
The Diector of Finance certifies that funds are available in the Grants operating 'Federal 'Fund for the 2023 UAS I - Special Response project to
support the approval of the above remmnendation and execution of the contract Prior to any expenditure being incurred; the Fire
Ceparnent has the responsibility to validate tine availability of funds. This is a Reimbursement Grant.
Submitted for Citv Manacier's Office bv: Dana Burghdoff 6018
159 1 i r :fl71 rZ-MIJi7f 1.
Vendor Services Agreement Page 21 of 22
CERTIFICATE OF INTERESTED PARTIES FoRm 1295
1of1
Corn plate Nos. 1-4 and fi if there are interested parties. OFFICE USE ONLY
Corn plate Nos. 1, 2, 3, 5, and G if there are no interested parties- CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number
of business- 30Z4_12U8553
Simtable LLC
Santa Fe, NM United States date Filed:
2 Name of governmental en" or state agency that is a party to- the contract for which the form is 09131t2 724
being filed -
Fort Worth Fire Department Date Acknowledged:
a Provide the identification number used by the a - "LI entity ar state agency to track or identify the contract; and provice a
des€ription of the services, goods, ar other property to be provided under the contra€t.
3851 M
Simtable provides interactive simulationsfor the WIdland Ire and err ergency managementmarkets
4 Nature of i nterest
Name of Interested Parry City, State, Country (place of business) (check appticabte)
Controlling Intermediary
Guerin, Stephen Santa Fe, NM United States y
Janes, Alison Santa Fe, NM United States x
5 Check only if there is NO Interested Party. Q
5 UNSWORN DECLARATION
My name s Stephen Guerin
My address is 2257 Carrim Iris
ieo-eetj
declare under penalty of perjury that the fo Ding istrue and correct.
Santa Fe
Executed in County, smeol
, aW my dale of dIIRI P 03dIIME8
Saihta F? NM 87505 USA
;L;lyi [states fop easel icurYllryl
r l i,i r n lw4 day of Septemther atr 24 _
lnwo hj 1Y60
if L7av �
Signal.; a o= autharr ized agent of tantratting business entity
iDedafr ml
Forms provided by Texas Ethics Commission Y ww.ethics.state.tx. u s Version V4.1-0.48da511`7
Vendor Services Agreement Page 22 of 22