HomeMy WebLinkAboutContract 63645CSC No. 63645
FORT WORTH,
N*
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 FORAY TECHNOLOGIES BDA FORAY
TECHNOLOGIES, LLC ("Vendor"), a California Limited Liability Company, 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 Sole Source Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Sole Source Letter
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. Foray Technologies, LLC will provide ADAMSTM Standalone
Processing User License with installation and support services ("Services"), which are set forth in more
detail in Exhibit "A" ("Scope of Services"), attached hereto and incorporated herein for all purposes.
2. Term. The Initial Term of this Agreement is for one (1) year(s), beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions, for up to four one-year renewal option(s) (each a "Renewal
Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed Six Thousand Two
Hundred Forty-three dollars and Seventy-five cents ($6,243.75).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"
("Payment Schedule"), which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 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 Oblisations 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.
4.4 Attomevs' Fees. The terms of this Agreement do not give rise to a claim by either
party to recover attorneys' fees in the event of a default. Any claim for such fees shall be governed
solely by applicable state statutes, if any.
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 parry 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 for 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
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 an 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 shall 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 and Vendor's
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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, 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, 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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE,
OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
REPRSENTATIVES, 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 CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,
IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY
WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE 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 LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, 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 ANY SUCH CLAIM OR ACTION AND ALL
NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR
COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE
AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.
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 THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR
WILL, AT ITS 0WNEXPENSE. (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 DOCUMENTATION WITHEQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE
AND DOCUMENTATIONAT 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 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 jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired, and non -owned.
(c) Workers' 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): [01 Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers with 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. At least ten (10) days' notice will be
acceptable in the event of cancellation due to 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 address
below.
(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, or (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail (formerly Energy Way)
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With a copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
Michal Temple, Sales Operations
Foray Technologies
3911 5t1i Ave, Suite 300
San Diego, CA 92103
(619)858-1360 Ext 513
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 other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general solicitation
or 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 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 state; 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 Maj eure Event"). The performance of any such obligation is suspended during
the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides
notice of the Force Majeure Event and an explanation as to how it prevents or hinders the parry's
performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance the notice section 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 had the
opportunity to review and revise this Agreement and that the normal rule of contract 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.
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 executed by
an authorized representative of each party.
23. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns, and successors in interest as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. 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.
25. 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.
26. Immigration and 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 and 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.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation 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 theret.
28. 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.
29. 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 may adversely impact invoice payments.
30. 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" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 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 Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcotting Energv Companies. 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 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services 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. The terms "boycott energy company" and "company" have the meanings ascribed to those
terms in Section 2276 of the Texas Government Code. 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.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. 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 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity," and "firearm trade association" have the meanings ascribed to those terms in Section 2274 of the
Texas Government Code. 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.
33. 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, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(signature page follows)
ACCEPTED AND AGREED:
BUYER
CITY OF FORT WORTH
jBy: z1- L 9-L,
Name: William Johnson
Title: Assistant City Manager
Date: 07/14/2025
APPROVAL RECOMMENDED:
By:
Rob ert'Alld"ge(Ju[12,202511:25CDT)/
Name: Robert A. Alldredge, Jr.
Title: Interim Chief
ATTEST:
FORT9g4p
7 A�d
(\�
c°na nEX�saa
By: (\
Name: Jannette S. Goodall
Title: City Secretary
SELLER:
FORAY TECHNOLOGIES BDA FORAY
TECHNOLOGIES, LLC
By: Iq
Name: Michael Temple
Title: Sales Operations
Date: July 7, 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.
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Jerris Mapes
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: None Required
Date Approved:
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Scope of Services
Fort Worth Police Department
Quote #3146
INTRODUCTION
The objective of this project is to provide the Fort Worth Police Department Crime
Lab with a standalone software solution for the authentication, storage, image
processing and management of their digital evidentiary latent assets.
Deliverables
• ADAMSTM Standalone Processing User License
• ADAMSTM Photoshop CFFT Filter Plug-in for Adobe Photoshop
• Installation and Support Services
• Extended Support Services — Year 2 (if purchased)
Project Approach
This section outlines how the technology will be rolled out.
Phase I: Planning
Phase II: Installation and Testing
Phase III: Training
Phase IV: Support Services
Phase I: Planning
• Schedule Project Implementation Call with the City Project Manager and Foray's
Project Manager to discuss details of order and project.
• Schedule Technical Call with the City IT and Foray Technologies' IT department
to discuss current set-up and site preparation.
• Schedule software installation and training dates with City once City's site
requirements are completed and confirmed.
Phase II: Installation and Testing
Remote Installation, Integration, and Testing Services: Approximately One Day
0 ADAMSTM software license installation
• ADAMSTM software configuration and integration to existing City network and
Directory Server
• Setup and configuration of user access rights for the system
Testing of ADAMSTM configuration and user functionality on the workstation
Phase III: Training
Remote Training Services
• Up to one hour of System Administrator/IT training
• One hour of remote user familiarization training on the ADAMS application for up
to 5 attendees on the proper use and operation of the application components
that permit image acquisition, retrieval, processing, printing, and exporting.
Phase IV: Support Services (and Year 2 Extended Support Services, if
purchased)
One Year Software Support which includes,
• Unlimited access to the Foray Technologies' Support Desk, M - F 7:00 AM -
4:00 PM Pacific Time, excluding statutory and local holidays.
• Internet based remote diagnostics
• Free ADAMS software updates & upgrades
ttFORAY
1 Li;l INILOOIL_
Itemized Quote # Ft.WorthPD_Software_#3146_Software&Support`
Quote For:
Ms. Stephanie Potter
Fort Worth Police Department —Crime Lab
3616 E. Lancaster
Fort Worth, TX 76103
(817)392-4562
Stephanie.potter@fortworthtexas.gov
Item Quantity
1 1
Prepared By:
Micha I Temple
Foray Technologies
3911511 Ave, Ste 300
San Diego, CA 92103
(619)858-1360 Ext 513
(619)858-1366(Fax)
mtemple@foray.com
Item Description"
Date Shipping
Prepared: Method:
Updated M/A
05-30-2025
AIDAMS" Standalone Processing User License, which includes;
• Digital Evidence Management
• Request Management - Automate paper farms and internal processes
• Advanced User Rights Management
Reference
(P O Number):
Unit Price Extended Price
$3,995.00 $3,995.00
1 The prices contained on this price sheet are valid for a period of 160 days. Thereafter, all prices are subject to change without notice. Payment terms are payable upon
receipt.
Unless otherwise specified, the item(s) quoted above do not include on -site installation or configuration. If on -site service is required, please obtain a quote to include
these services.
2 If client wishes to have Foray provide services for client -provided products, client must first receive approval from the sales representative priorto accepting this quotation
and providing a purchase order. Foray Technologies does not guarantee the compatibility of client -provided 3'd party devices, components or software.
Foray Technologies Page 1
It
CD
CD
CD
CD
0
Item Quantity
Item Description z
•
Chain of Custody and AuditTrail
•
Archive Management
•
User Rights Management
•
Management Reports
•
Processing Assets in Default Applications
•
Image Annotation and Redaction
•
Photoshop integration 3
•
Image calibration
•
RAW image white balance adjustment
2 1 ADAMS—Photoshop Filter°, which includes;
• Chromatic Filter Pattern Removal
3 1 Installation & Support Services 5
• Complete software installation
• Complete system integration and testing
• One -hour remote user familiarization training for up to 5 attendees.
• One Year Software Support which includes,
• Unlimited access to the Faray Technologies' Support Desk, M - F 7:00 AM
-4:00 PM Pacific Time, excluding statutory and local holidays.
• Internet based remote diagnostics
• Free ADAMS software updates & upgrades
4 1 Extended Support Services (Year 2)
3 Agency must provide Adobe® Photoshop® CS4 or Greater license for Photoshop integration
Unit Price Extended Price
$1,000.00 $1,000.00
Included Included
$1,248.75 $1,248.75
° Agency must provide Adobe® Photoshop® CS4 or Greater license for Photoshop integration
5 Installation and Support Services cost does not include the migration of any existing data (if applicable). Data migration costs will apply if required.
Foray Technologies Page 2
Item Quantity Item Description z Unit Price Extended Price
• One Year Software Support which includes,
• Unlimited access to the Foray Technologies' Support Desk, M - F 7:00 AM
- 4:00 PM Pacific Time, excluding statutory and local holidays.
• Internet based remote diagnostics
• Free ADAMS software updates & upgrades
TOTAL $6,243.75
Foray Technologies Page 3
Hardware Specifications -TO BE PROVIDED BYAGENCY6
It is recommended that the proposed software run on hardware that fulfills the following specifications:
Image Processing Workstation:
• 8 Processor Cores
• 16GBRAM
• Dual Display with 1920 x 1200 Screen Resolution or Single Display with 3840 x 1600 Screen Resolution
• 4GIB Video Card
• Windows 10 (1607) or Later, Windows 11 Recommended
• 1 Gigabit Ethernet
• Adobe Photoshop Creative Cloud (For Image Processing and/or Photoshop Plug -ins)
ADAMS Web Virtual Machine * (Minimum Starting Configuration):
• 4 Processor Cores
• Windows Server 2022
• RAM (16 GB Minimum)
• Windows 2GB
• Antivirus 1GB
• Database 1 G B
• ADAMS
• Web 4 GB
• Search 4GB
• Acquisition 1 G B
• Misc. 1GB
*NOTE.
• Virtual server configuration must be monitored to adjust for actual use by the agency, Additionally, network utilization by Adams is significantly higher
than other line -of -business applications. It may be necessary to dedicate a NIC to the virtual machine running ADAMS.
• If possible, the repository data should be on external storage (DAS/NAS/SAN) and not directly in the VM.
6 This quote does not include Client Access Licenses (CALs) for workstations provided by the customer. Any servers provided by Foray will be setup for Device based CAL
licensing (not Server based). It is presumed that the customer will ensure that they have the necessary CALs.
Foray Technologies Page 4
Terms and Conditions of Proposal
• Purchase order number or credit card information must be included on order notification.
• Prices quoted are U.S. Dollars.
• Proposal valid for a term of 90 days from initial date of proposal. Thereafter, all prices are subject to change without notice.
The term "Equipment" includes the items listed on the client's signed accepted proposal togetherwith all software, software licenses, supplies and
materials incorporated into or added to any of the Equipment by Foray Technologies, Inc. (Foray Technologies) or its vendors, employees, agents or
contractors.
GENERAL TERMS AND CONDITIONS
1. Pavment Terms. Payment of the purchase price is due as follows:
Invoices less than $5,000.00, 1%discount Net 10, otherwise Net 30.
If invoice exceeds $5,000.00, then the following terms apply.
A. 50% due upon receipt of client purchase order,
B. 30%due on delivery of products (pro-rata),
C. 20%due on completion of installation date.
Project will be placed into production once 1'` partial payment of 50%has been received.
Purchaser is responsible for all applicable state and local taxes, including state and use tax if applicable.
2. Purchaser's Authoritv. Purchaser has full power and authority to enter into and perform this Agreement.
3. Sales Contract. This is a sales contract. Purchaser accepts the goods and materials herein described. This is not a sale on approval or trial.
Acceptance is binding on Purchaser, its heirs, successors and assigns.
4. ODtional Services: Services outside the scope of work quoted in this proposal are not included or covered as part of this Sales Contract. Services
outside the scope of work of this proposal (unless otherwise quoted) may include;
a. Operating System Upgrades
b. ADAMS Software Migration (from an existing workstation to a new workstation)
c. Server Migration (from an existing server to a new server)
d. Server Consolidation of multiple repositories
These services can be purchased separately under an additional contract if not quoted in the services of this proposal
5. Installation Date. The "Installation Date" is defined as the date Foray Technologies determines the Equipment to be operating satisfactorily which will
occur on the last day of training.
Foray Technologies Page 5
6. Title and Risk. Title to products passes from Foray Technologies, Inc to Purchaser upon complete payment of invoice amount. Loss or damage that
occurs during shipping by a carrier selected by Foray Technologies is Foray Technologies' responsibility. Loss or damage that occurs during shipping by
a carrier selected by Purchaser is Purchaser's responsibility. Title to software is covered in the Software Licensing Agreement.
7. Preoavment. You may at any time prepay the total remaining unpaid installment principal balance at any time, thereby eliminating the obligation to
pay future interest or finance charges.
8. Security Interest. Foray Technologies shall have a purchase money security interest in the Equipment in order to secure payments due under this
Agreement, and you will promptly execute any documents Foray Technologies deems reasonably necessary to file and perfect its security interest. If
you fail to do so, Foray Technologies may execute the documents on your behalf. Foray Technologies may conspicuously mark the Equipment to
identify its security interest and you may not place any conflicting mark on the Equipment or permit the Foray Technologies mark to be removed. For
so long as Foray Technologies shall have a security interest in the Equipment, you shall not remove the Equipment from the address of delivery or sell
Equipment or any part thereof without Foray Technologies written consent.
9. Breach and Attornevs' Fees. If either party fails to cure a material breach within ten (10) days following a written notice of breach by the other party,
the other party may upon written notice either (a) terminate this agreement, or (b) suspend its performance under this Agreement and/or under any
related agreement. Additionally, if you breach any of your obligations under this Agreement, Foray Technologies may require immediate payment of
the entire unpaid principal balance, plus all other amounts due under this Agreement. If any party seeks the assistance of counsel or commences any
legal action to enforce this Agreement, the non -defaulting party shall be entitled to recover its costs and expenses, including attorneys' fees, from the
defaulting party with regard to such consultation, legal action and appeal therefrom.
10. Limitation of Liabilitv. In no event shall either party be liable to the other party for any special, indirect, incidental, consequential or punitive damages
in any way arising out of or relating to the agreement, whether the claim alleges tortuous conduct, including negligence, or any other legal theory. In
all cases, Foray Technologies total liability is limited to the purchase price paid for the Product.
11. Construction: Exclusive Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California and the United
States of America, except that body of law concerning conflicts of law. The parties agree that all disputes or other matters pertaining to the
enforcement or interpretation of any provision of this Agreement or arising from any other aspect of the vendor/ Distributor relationship created
hereby shall be submitted for resolution to the California State Superior Court in San Diego County, California U.S.A., which court and the California
State appellate venues thereof shall be the exclusive venues for such matters and the parties hereto consent to the jurisdiction of such courts.
12. Entire Agreement. This Agreement, including the terms and conditions contained on any applicable price list, constitutes the entire agreement as to
its subject matter, and supersedes all prior and contemporaneous oral and written agreements as to such subject matter. Furthermore, you hereby
understand and acknowledge that Foray Technologies has not made and is not bound by any oral or written representation made by its salespeople,
which do not appear in this Agreement. In the event of any inconsistency between the terms and conditions specified in a price list and those
otherwise contained in this Agreement, the former shall control. Any terms and conditions on any ordering documents or purchase orders you may
issue shall have no force or effect.
Foray Technologies Page 6
Exhibit C
Sole Source Letter
FORAY'
TECHNOLOGIES
May 30, 2025
Ms. Stephanie Potter
Fort Worth Police Deportment — Crime Lob
3616 E. Lancaster
Fort Worth, TX 76103
Dear Ms. Potter,
I would like to make you aware of the following sole source justification for continuing to obtain ADAMS"
products, services and support. ADAMS is a complete, comprehensive forensic digital imaging, asset and
evidence management product line that consists of hardware (if applicable), software, installation,
training, and support / maintenance services. As such, Foray Technologies is solely and exclusively
responsible for the development, distribution, upgrading and support of all ADAMS products and services.
The components ofthe ADAMS solution are specific in nature due to their tailored processing methods,
functionality and ability to handle a variety of file formats. Because the ADAMS integrated software
solution is designed, tested and integrated to support the case load for large image file formats and
archival capabilities for evidentiary purposes, most equipment and commodity vendors do not have the
forensic expertise to support and integrate our software applications. Without this specific knowledge
and expertise, many agencies cannot expect to receive the full benefit and value that the ADAMS forensic
imaging and evidence management systems can deliver.
Last but not least, the Foray Technologies ADAMS platform is a copyrighted program that was developed
by Foray Technologies and is maintained exclusively by Foray Technologies. There are no othervendors
who are authorized to provide installation, integration and training, upgrades, support for, or maintain
the ADAMS systems.
I hope that this additional information is useful to you. Please do not hesitate to contact me directly at
(619)858-1360, Ext 513 if you have any further questions or if you require any clarification.
Siincceryelly,
p,/ ; eW �.efYc�
Michaall Temple
Sales Operations
3911 5tn Ave, Suite 300• San Diego, CA 92103
(619) 858-1360 9 (fax) (619) 858-1366 • www.foray.com