HomeMy WebLinkAboutContract 62343-A1CSC No. 62343-A1
AMENDMENT NO. 1
TO
CITY OF FORT WORTH CONTRACT 62343
This Amendment is entered into by and between the City of Fort Worth (hereafter
"City"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort
Worth, Texas, and HAAS, Inc. ("Vendor"), City and Vendor may be referred to individually as
a Party and collectively as the Parties.
WHEREAS, on November 20, 2024, the Parties entered into City Secretary Contract
62343 to provide the City with HAAS alert hardware, accessories, and services
("Agreement/Contract");
WHEREAS, the Agreement is effective as of November 20, 2024 and will expire
November 19, 2025, unless renewed by the parties in accordance with the terms of the Agreement;
WHEREAS, the Parties wish to amend the Agreement to increase the total compensation
amount for the initial term from $54,204.00 to $100,000.00 and the total compensation amount for
any subsequent renewal term from $102,180 to $150,156.00, annually; and
WHEREAS, the Parties also wish to amend the Agreement to incorporate the attached
quote as an attachment to the Agreement to allow the City to purchase additional products related
to the alert notification system.
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
1.
AMENDMENTS
Section 3, entitled "Compensation" of the Agreement is hereby amended to read as follows:
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 Thousand Dollars ($100,000.00) for the first
year and one hundred fifty thousand one hundred fifty-six dollars ($150,156.00) annually for the
second through fifth years, if renewed by the parties. 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 Agreement is further amended to include the quote attached to this amendment. The quote,
attached hereto, is hereby incorporated into the Agreement and a made a part thereof as if originally
included.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Amendment No. 1— CSC No. 62343 P a g e 1 1
2.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect.
3.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall
have the same effect as anoriginal.
Remainder of Page Intentionally Left Blank
(signature page follows)
Amendment No. 1— CSC No. 62343 P a g e 12
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: William Johnson ( r31, 202508:51 CDT)
Name: William Johnson
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By: James Davis CDT)
Name: James Davis
Title: Fire Chief
ATTEST:
nn,�
0
>a �°�oRT�aado
,ao �=d
'inauno'a a
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR
HAAS, INC.
By:
Name: Thomas Parbs
Title: Vice President
Date: March 18, 2025
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.
8t-eru7A' R t
By: Brenda Ray (Mar27, 2 513:31 CDT)
Name: Brenda Ray
Title: Fire Purchasing Manager
APPROVED AS TO FORM AND
LEGALITY:
By: / (-
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-0927
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Amendment No. 1— CSC No. 62343 P a g e 13
City Secretary Contract No. 62343
FORT WORTH
4
*111jir
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation acting by and
through its duly authorized Assistant City Manager, and HAAS, INC. ("Vendor"), a Delaware corporation
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 Exemption Form; and
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 HAAS Alert hardware, accessories, and services ("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 it is executed by the City's Assistant
City Manager ("Effective Date") and expires one year thereafter ("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" and, collectively with the Initial Term, the "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 fifty-four thousand two hundred and four dollars
($54,204) for the first year and one hundred and two thousand one hundred and eighty dollars
($102,180) annually for the second through fifth years. 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
Vendor Services Agreement CITY SECRETARY page 1 of 21
FT. WORTH, TX
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 1 of 21
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
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.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
Vendor Services Agreement
Page 2 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 2 of 21
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 of
its 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 .BIND 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, REPRESENTATIVES, 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 ANY AND ALL CLAIMS
OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS 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 COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARS, TRADE SECRET, OR SIMILAR PROPERTYRIGHT 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 APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
Vendor Services Agreement
Page 3 of 21
Document Ref: YHRHV-KYGQG-J8EFJ-FPEUD Page 3 of 21
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, AT CITY'SSOLE EXPENSE, TO FULL YPARTICIPATEIN
ANYANDALL SUCHSETTLEMENT, NEGOTIATIONS, OR LA WSUITASNECESSARYTO
PROTECT CITY'S INTEREST, AND CITYAGREES 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
ANYSUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR
COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER,
VENDOR WILL FULLYPARTICIPATE AND COOPERATE WITH CITYINDEFENSE OF
SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN
NOTICE OFANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY AlAY
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'S A UTHORIZED 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 D 0 CUMENTA TION A T 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.
8.4 CITY AND VENDOR AGREE THAT, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, I7V NO EVENT SHALL THE LIABILITY OF
VENDOR PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS UNDER THIS
AGREEMENT EXCEED THE AMOUNT THAT CITY HAS PAID FOR THE SOFTWARE
AND/OR DOCUMENTATION OR THE RIGHTS TO USE THE SOFTWARE AND/OR
DOCUMENTATION IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING
THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION
OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE
(INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS), IF APPLICABLE.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE
MAXIMUMEXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT WILL EITHER
PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOSS OF REVENUE OR
PROFITS, LOSS OF DATA OR BUSINESS INFORMATION OR LOSS OF USE THEREOF,
Vendor Services Agreement
Page 4 of 21
Document Ref: YHRHV-KYGQG-J8EFJ-FPEUD Page 4 of 21
FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS
OFBUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON -DIRECT,
PECUNL4RY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND
WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS
AGREEMENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS
AGREEMENT WILL APPLY IRRESPECTIVE OF THE NATURE OR FORM OF THE
CLAIM, CAUSE OF ACTION, DEMAND, OR ACTION, INCLUDING BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT
LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS
AGREEMENT OR OFANY REMEDY CONTAINED HEREIN.
9. 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.
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) 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
(c)
Vendor Services Agreement
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
Professional Liability (Errors & Omissions):
Page 5 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 5 of 21
$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 Reauirements
(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
Vendor Services Agreement
Page 6 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 6 of 21
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 Parry, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other Parry by United States Mail, registered, return receipt requested,
addressed as follows:
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
the same address
To VENDOR:
HAAS, Inc
Attn: CEO Cory Hohs
2071 N Southport Ave, Suite 206
Chicago, IL 60614
14. Solicitation of Emvlovees. 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 Parry.
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. Governin-a 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 inequity, 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.
Vendor Services Agreement Page 7 of 21
Document Ref: YHRHV4KYGQG-J8EFJ-FPEUD Page 7 of 21
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 Parry 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
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. HeadinLys Not Controlline. 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. Immieration 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
Vendor Services Agreement Page 8 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 8 of 21
for violations of this provision by Vendor.
26. Ownership 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,
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. SiQnature 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
Parry is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Chanee in Comnanv 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 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 this Agreement. The terms "boycott
Israel" and "company" have 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 this Agreement.
30. Prohibition on BovcottinLY EnerQv 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.
Vendor Services Agreement Page 9 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 9 of 21
31. Prohibition on Discrimination Against Firearm and Ammunition Industries; Vendor
aclmowledges 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 this Agreement 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.
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 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 10 of 21
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By: Dana BurgMdolf (Nov 20240 : 9C5T)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: N ov 20, 2024
APPROVAL RECOMMENDED:
By: J�mnDavisiNwl�,2o2alu7cstl
Name: James Davis
Title: Fire Chief
ATTEST:
h�
By:
Frame: Jannett Goodall
Title: City Secretary
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.
8�e�cr7a. Rau
By. Been& wy (Now 14.2MAL 14:16 CST1
Name: Brenda Ray
Title: Fire Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
4.p44onnb G'
p F FORT Ilan ssr�
v� ° °°o�a�d By:
0--6 oag Frame: Andrea Phillips
p° o *_° Title: Assistant City Attorney
aIlIl nEXA`94Ap CONTRACT AUTHORIZATION:
M& C: 24-0927
Date Approved: 10/29/2024
Form 1295:2024-1216601
VENDOR:
HAAS, INC.
Cod #oars
By:
Name: Cory Hohs
Title: CEO
Date: Nov 13, 2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
SERVICES: Vendor will provide a digital alert system to the City. The digital alerts for public
safety fleets are visual notifications that let first responders know when other Safety Cloud
equipped emergency vehicles are actively responding and approaching the same intersection as
your vehicle. They also alert civilian drivers to the presence of stationary and moving emergency
vehicles in the area.
Collision Prevention
R2R Collision Prevention alerts you if your apparatus is about to cross paths with another
emergency vehicle. R2V alerts are sent to civilian drivers to get them to slow down and move
over for emergency vehicles.
Vendor will provide its Safety Cloud Responder -to -Vehicle (R2V) and Responder -to -Responder
(R2R) services to vehicles chosen by the City. The number of vehicles to be activated is as
specified in this agreement. This service will enable those City vehicles to send digital alerts to
civilian drivers notifying them that the alerting City vehicle is nearby on -scene or approaching.
The alerts work as long as the activated vehicle's light -bar is activated, whether the vehicle is
moving or stationary. The R2R collision prevention service alerts the driver of the equipped
vehicle if it is about to cross paths with another emergency vehicle equipped with R2V.
In order to activate the chosen City vehicles, Vendor may also provide relevant communications
hardware (transponders) or connection cables depending on the specifications of the vehicle.
Installation of hardware or cables are the responsibility of the City. Vendor is available to
remotely support and give guidance to the City about how to install any hardware and cables or
login to the service dashboard.
R2R alerts are visual warnings through LED lights installed on the
A -post of a fire truck or an ambulance. The lights flash in advance to
alert engineers of the oncoming apparatus and prevent an accident with another responding
vehicle..
R2V alerts are sent to drivers through Waze and Apple Maps, as well as Dodge,
Jeep, RAM and Chrysler vehicles 2018 and newer equipped with
U-Connect. Alerts are also about to launch on 2024-2025 Volkswagen
Vehicles. R2V Alerts are provided through Waze and Apple Maps, as well as Dodge, Jeep,
RAM and Chrysler vehicles 2018 and newer equipped with U-Connect. Alerts are also about to
launch on 2024-2025 Volkswagen vehicles. Any necessary hardware will be provided by the
vendor but it is the responsibility of the City to install any hardware or related cables on the
apparatus. The hardware provided as part of the subscription service is included in the service
package. Title to the hardware will transfer to the customer upon receipt of the hardware. The
customer acknowledges and agrees that they will assume full ownership of the hardware once it
is delivered.
Vendor Services Agreement Page 12 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 12 of 21
EXHIBIT B
PRICE SCHEDULE
4R� HAAS ALERT Safety Cloud Proposal: Sep 04.2024
Quote
The Pricing Option(s) for the HAAS Alert digital alerting solution we discussed isiare
shown below
Contract start date:
(30 days afLarsigning)
Service & Fees
Safety Cloud Service (HA-7)
R2V-HA7 Service Annual
Contract Term: 5 ;mar
Responder -to -Responder Service
ContractTerrn: 5 vzar
Hardware & Accessories
Payment Tenn: ,annually
Unit Price S619.00
T^fir
Unit Price $219,00
HA-7 Digital Alerting Transponder Unit Price $0,00
Digital Alerting Transponder
Quantity_ S6 Total $0.00
R2R - Indicator - Double Unit Two LED [Kit] Unit Price $0,00
Responder -to -Responder (R2R) hardware kit includes:- Two -LED light kit- Mounting Hardware (Dash,
Window, A -Pillar)- Cables and connectors
Quantity:20 Total $0,00
Vendor Services Agreement
Page 13 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 13 of 21
'P--' HALA5 ALERT
Year '1
9S R2':"-& 20 R2R
Year 2 through 5
180 R_-W & 40 R2R
Notes
Safety Cloud Proposal: Sep 04, 2024
PnceNear S54.204,00
PricefYear $102,160,00
Pricing is valid for 30 days
"Service Term" Begins 30 days after signing and extends through the Term length indicated
above
Net Price extrudes shipping & handling and appropriate sales taxes
Vendor Services Agreement
Page 14 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 14 of 21
EXHIBIT C
SOLE SOURCE EXEMPTION FORM
FORT WoRTHr,
Crn OF FORT 11-ORTH
CnA= 252 E KBIMON FOR'1I
Imtroctions= Fill ottt the entire fxmuih detailed mfarnm6on Ome y=have completed dis fxm
prolide it to the Fixchasing anomel* frsr re-�iedr_ The attamey W1 retied; the iiifixmtation you bare
proieed to determine utedw an emmption to Cbapter 252's biding requirem-nr is defile_
If you are pnsamg dtr; f nm to prmide to 1---ml please do aat prom the Prinmr por m Fa&xe
to pu ide sWkiew mfinniation may result in in11m up gmsWn_. and cage a delay m le
attoney's detemioation
Section 1: General Information
Rerlttesting Department:
Name of Comact l+iarr Cger.
Department s Attorney_
Item or Servre sought:
Goods-
Senice:
aatcipated Anmtu7:
Vendor
i uffe ?= Aereemmr fx item service:
CSC or Purcli ase Order r
Autmint=
Projected NUC Date_
[FIRE DEPARME'Thl
[CE IT JA YIES &ICANIES]
[ANDREA PH HIPS]
[HAMWARE & ACCESSORIESISMICE]
:>y
102,180.00
FAAS aT ERT7
Yes ❑
[NIA]
[N1A]
[NIA]
No ID
How uil thu ite n of serge be med`? HAAS Alert is the only commercially available
service that allows for an interoperable, irtm- and inter -agency emergency, response: road
work, vehicle collision prevention solution to (a) digitally alert nearby civilian drivers via mobile
phone applications and embedded in -vehicle systems that don't require a connected mobile
device while both on -scene and en -route, (b) digitally alert other nearby vehicles via an in -cab
visual notification system while en -route to a location, and {c) receive in -cab visual notifications
from nearby responding vehicles while en -route to a location. This, will reduce the constant
Vendor Services Agreement
Pagel of7
Page 15 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 15 of 21
danger of constant danger of struck by cotTision by notifying drivers of nearby emergency
apparatus it emergency scenes.]
Has yzntr depattrw3a started a regttisi bu or otherume contacted die Furchasing Di6sion rekted
to obtain -me d3h, goodlsenice? Yes ❑ No Lt
If _yes. please pron-ide requ6ihon amber or brief emplanation ofcontact �aiilr
Puaclmsing Dnmion: [DETAILED DESCRIPTION]
Section': ClAuwd Fsemptian and Justification (Other than sole soture')
NOTE - For a chimed sole-sowee e.mnptim only- complete S+ectian 3.
Please indicate the non -sole -scarce ewuption you belie:•e applies to the ptarcbase and pm a6e
mbrmrtion to support its appkab"y. Please refer to flee E em tin Primer fbr detaied
iofmmtion about connron ins:
C7 A �.... � ,� necessary to preserve or protect the pubhc health or sakty of to Cv
of Fart Worths resident$:
❑ A necessary because of uufDreseen daumw to public nncl=uery.
eguonent or other properly
LJ A procLu-nnern for perr.,oy pro€s&mnaL orp]anaum sereices;
L7 A proct>rr� fat• wmL- that z petfrrt2d and paid for by d-e day as tlx- wo&-
proses;
❑ A purchase of ]and or a right-of-way;
❑ Pa-i= drainage, street videsrm- and other pubic itnproRements. or related =tatter_. H
11
at le= oa fltu>3 of the cost is to be paid by or through special ask-tied on
property that wM benefit from lhe mCProE-tment:
LJ A public inn rowmmnt project alreadz, m progress- atrbomed by the voten of 1lk-
rnmicipality. for ubich there i a d flc flwy of lMds for cenTl`ting the project in
accordance Kith the plans, and pLaposes autharize-d by the wters:
LJ A pay mE- m tmder a cowact by Much a de mbper participates in the constnxtion of a
public improvernant as pro-vided by Subchapter C. Clmpter 212-
LJ Personal property sold:
• at an auction by a state Sceczsed auctioneer,
Vendor Services Agreement
Rage 2 of a
Page 16 of 21
Document Ref: YHRHV-KYGQG-J8EFJ-FPEUD Page 16 of 21
+ at a g_ ottt of bmwss sale field = ccrVL,=e .-N-Ah S7lbchapter F.
Chapter 17. Busjrx s & Conaaerce Code:
+ by a pa)ihctical aabdit>Sion of tl3is state. a state a-peacy of this state of an
entry of the federal eP;Vmment_ or
+ tmder an nterbcal contract fir cooperative ptncttasmg adm6srered by a
re_abml planning conmksion established trader Chapter 391,
❑ Senices perkaned bt* blind or severely disabled persons:
❑ Goods pwchned by-a-m ipality- for subsecluema yeti l sale by dk- n-rux ipalit�7
❑ Electricity; or
❑ Achwtising other d= fetal notices.
Please pray a detaAs and facts to explain v * )mubelieve the exemption applies to the
ptmrhase_ Younny Ao attach doctm oration to this form PNSERT DETAMID
MLANATION AS TO HOW?+'V.T35i CLAlbIED Ey=CNI, APPLIES TO TM
PURCHASE]
Section 3: Claimed Sole-Souaxe Exemption and Jm>stification
NOTE - For = non-sole-sotrce emnpptioq complete Section 2_
Please indicate the sole-smurce e;genoptbn you belie,;' applies to the ptrdmse and proiide
it&X=t on to support its applicability. Please refer to the E-jenption prim Er detat
infxnntion about commn Egmptions
*A proctaena`nr of items that are a-uulable- from only one source. mcludine_
• its that are nm&ble from only one source because ofpatenh, cop3TI#ts.
secret procesws. ormtural nrwpolies;
• films, mamsc*ts. or boob;
• Sas. water. and other txtil>t?,- seed's;
+ captise teplaceam parts or ccnWne= for equipmext.
+ boolm, papers. ard other library nntemis for a pnbbc piracy that are
available oatyr Rout the per -cm }roBmz =Imive dzt*RAron ri!lvs to the
nnteria : aad `
* management seriices prmirled by a nouproi'u orE.w=tiion to a inrmcipal
ume= park zoo, or outer facIty to i7ihicli the oroamation has prodded
si*ficant financial or other benefits:
How did yor. detc=v ae that the item or smite is only axaiiable from one sour,'^
Remy for c Meted -;-temet search and ,endor Prodded SS letter to confrui
Vendor Services Agreement
Page of
Page 17 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 17 cf 21
Atmh `rclea-mbDt and pm-nde ae emlanatba. of am; i 6gendect isearrh you mnd❑aexi
tl rarer i ;,MEt RaTLhes. 5eotrmg coopaari�es, ai t � SiDtr R$ atbe� km ladma le an
the suky ct natter that couobo_ate tbat the item is mflable mh- from a side so rce_
See a=bec L-W w3th >m a Cam. - -
Did you. attach a sole source ju_-nifratioa hear' 71 Yes =Iwo
Desaibe the mtigoemss o=the item oisendce fe.er coema bilit or pat= roes eb:,� F- HAS
Alert cerff s IhA t is the or amar,
rt nfactLrer. arilnio m3l iecht95' wm ider. wid
dstrb Ax for the - Real- me GgU Alert semen. The ha TWare pmadud sdubm
uses
devx , I Egtipment h1arub=reri OBA parts 5or each netirr, rekrbishex, or Tepboerrerrt
device Ztie sorftware sdudons and tools pivtinded are deWoped sokAyr by FVM Akmt and A
components are supported and updated with proprietary so%vare awned by F Ar4S Alert
Section 4: .Mtorw; Dete>tninatiaa
Wth the ics prm-Aed by the deparmm= is de use of de cbmmd en=wr— de h C t e
City were to be rhaDenged oa: tbis pu-rhise? 7Yes- -No-
leas t ue m-Ime nmclLad to dm bim that was xekd or m tkma tt s date=t bnm
—Yes =No
Z yes. piease ewhill-5oie some h= desatbim p:op---Lty Its to Mdpmt3
'47['as t e am-thmz rot ir§ded on this iam or =chen berm that etas zaled an a making ft
detA* k3ti+ic -Yes MNio-
L yps. please --mbi -l-ick ortnr hereto entert--xt.
WE ttte 3MUIEd temps arf COLMM apCjr —Ye-:. ENO.
WE the comact mqm Special cem- :Yes EINe.
W11 the Comact rnpie M. by de depm== MDMEN" M'tes CNO.
Aprosed By:
Vendor Services Agreement
Pare4 af?
Page 18 of 21
Document Ref: YHRHV-KYGQG-J8EFJ-FPEUD Page I of 21
�t
Dale: 9A
idi9 t Anm--blensah :ess$a WMhms
A.sis= City At omey
Vendor Services Agreement
P2-e5 ef7
Page 19 of 21
Document Ref: YHRHV-KYGQG-JBEFJ-FPEUD Page 19 Df 21
'G;' HAAS ALERT
September 4, 2024
RE Mtemperable Real-T#ne D!gltal Alert Service
Fort Worth Fire Department
505 W- Felix Street
Fort Worth, TX 76115
To whom It may concern:
HAAS Alert Deflates that It Is the original equipment manufacturer, original techno" provider, ana
11=butor for the triteroperable Real-Tkne Digital Alert serv'oe. HAAS Alert % the only commercially
avalable SeMce that allows 1br an Interoperable, Intra- and Inter -agency emergency, response. road
work, vehicle co1Il m prevention solution to (a) digitally alert nearby civilian drivers via motile phone
appllcatlons and embedded Ins-velilcle systems that don't require a connected mobile device while batty
Dn-scene and en -route, (b) "Itally alert other nearby vehldas via an tn-cab visual noeffea3wn system
while en -route to a location, and (c) receive Ir cab d1sual `:- -s from nearby respond►rg vehlcles
while en -Mute to a location. Further. the proprietary Heel-=;,s;z ^ . seMce Is only available through
HAAS Alert for Its Safety +ClaUM product[s]lservlce(s). HAAS Alert certmes that it; Is the only
cDmmerclally available serM* that can perform the above using tie own equlpment or the equipment or
servicefs) via specttled Integration partners.
All parts and software are manufactured and deve'aped at H&AZ Alert or tay an outside partner
manufacturer spectlrally far KAA-- Alert HAAS Alert employs Its darn support stag and se-r A* UMM to
p--Mrm malnienance on bath the hardware and software soiiticns that enab)e the Tea}-tme
Interoperabte Dlgltal Alert services. The hardware product solution uses Gigtnal EqulpTr*nt
Manura=rer (OEM) parts for each new, refUrtalshe4 or replacement device. The software solutions
and tools provided are developed solely by MAS Alert and aT components are supported and updated
with proprietary software oared by HAAS Alert
AM training, servicing, support, malnlenance, aid updates TDr troth the haTdvrare and software soluutxns
are provided by the home 4ftioe In Chicago, IL. USA. There are customer support records created and
avalable for the department andlor fleet and will be available to the customer per request.
Vie loot forward to delirrertng this addltlDnal safety service to your organization and to your local
community.
Sincerely,
= 1%
CORYJ.HOHS
CEO $ Co-founaer
HAAS, M.
2701 N- Southport Ave.; Suite 2d6
Chicago, IL 60614
o.2=-, ,_„ M"Ss ac r aunarsS nanasn
Vendor Services Agreement
Page 20 of 21
Document Ref: YHRHV-KYGQG-J8EFJ-FPEUD Page 20 of 21
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
HAAS, Inc.
2071 N Southport Ave, Suite 206
Chicago, IL 60614
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: Marcel Chudoba
Position: Chief Financial Officer
Nand ck(wok
Signature
2. Name: Cory Hohs
Position: Chief Executive Officer
emij ALand'
Sib ature
Name: Cory Hohs
Corq #ohS
Signature of President / CEO
Other Title: N/A
Date: Nov 13, 2024
Vendor Services Agreement
Page 21 of 21
Document Ref: YHRHV-KYGQG-J8EFJ-FPEUD Page 21 of 21
M&C Review Page 1 of 2
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT H
Create New From This M&C
DATE: 10/29/2024 REFERENCE NO.: *'tM&C 24-0927 LOG NAME: 36HAAS ALERT
SOLE SOURCE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize the Purchase of an Hazard Alert Notification System, Associated
Hardware, Annual Service Fees, Maintenance, and Support from HAAS Incorporated, in
an Amount Up to $54,204.00 for the First Year and $102,180.00 Annually for the Second
through Fifth Years of a Five -Year Agreement, Using a Sole Source Contract for the Fire
Department
RECOMMENDATION:
It is recommended that the City Council authorize the purchase of a hazard alert notification system,
associated hardware, annual service fees, maintenance, and support from HAAS Incorporated, in an
amount up to $54,204.00 for the first year and $102,180.00 annually for the second through fifth years
of a five-year agreement, using a sole source contract for the Fire Department.
DISCUSSION:
This Mayor and Council Communication (M&C) is to authorize the purchase of a roadway hazard
alerting system that alerts motorists to the presence of first reponders responding to incidents through
notifications transmitted to motorists' vehicles or mobile devices, thus reducing the risk of
collision with first responders by motorists and enchancing responder safety.
HAAS Incorporated is the sole source equipment manufacturer and vendor of the HAAS Alert Safety
Cloud System, thus not subject 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, the business equity goal requirement is not applicable.
The maximum amount allowed under this five-year agreement will be $462,924.00, with $54,204.00
due during the first year of service and $102,180.00 in annual fees for the second through fifth years.
Funding is budgeted in the Other Contractual Services account within the General Fund for the Fire
Department, as appropriated.
This project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION,:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated, in the General Fund. Prior to an expenditure
being incurred, the Fire Department has the responsibility to validate the availability of funds.
TO
Fund Department I Account Project 'I Program Activity Budget ! Reference # ! Amount
ID I ID i Year (Chartfield 2)
FROM
Fund Department Account I Project ; Program j Activity ; Budget Reference # ? Amount
ID I ID ; Year (Chartfield 2)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32633&councildate=10/29/2024 11/14/2024
M&C Review
Page 2 of 2
Submitted for Citv Manaqer's Office bv: Dana Burghdoff (8018)
Oriqinatinq Department Head: Jim Davis (6801)
Additional Information Contact:
ATTACHMENTS
36HAAS ALERT SOLE SOURCE funds availabilitv.Ddf (CFW internal)
Approved and Siqned Waiver-NS.pdf (CFW Internal)
Approved HAAS Alert Chapter 252 Exemption Form.Ddf (CFW Internal)
FID TABLE HAAS Alert.xlsx (CFW Internal)
Form 1295 Certificate 101267004 (1) (1).pdf (CFW Internal)
Fort Worth Fire Department - HAAS Alert proposal final (002).Ddf (CFW Internal)
HAAS Alert Safetv Cloud Sole Source Letter- Fort Worth Fire DeDartment.Ddf. (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32633&councildate=10/29/2024 11/14/2024