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HomeMy WebLinkAbout060007-A1R3 - General - Contract - Fifth Asset, Inc. dba DebtBookDocusign Envelope ID: F1 B21 EA5-4932-8DEF-800E-F5BCF677E3BE CSC No. 60007-A1 R3 FIRST AMENDMENT AND THIRD RENEWAL TO FORT WORTH CITY SECRETARY CONTRACT NO. 60007 This First Amendment and Third Renewal is entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and Fifth Asset, Inc. d/b/a DebtBook ("Vendor,"). City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, City and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 60007, effective August 28, 2023 (the "Agreement") utilizing OMNIA Partners Contract No. 14-03 (the "Cooperative Agreement"); WHEREAS, on February 19, 2026, OMNIA Partners and Vendor executed a replacement to the Cooperative Agreement, OMNIA Partners Contract No. 159808 (the "Successor Contract"); WHEREAS, the current term of the Agreement ends on July 31, 2026 in alignment with the Cooperative Agreement, with two (2) remaining one-year renewal options; WHEREAS, it is the collective desire of the parties to amend the Agreement to incorporate and align its terms with the Successor Contract, effective upon expiration of the current term of the Agreement on July 31, 2026; WHEREAS, the parties wish to amend the Agreement to add four (4) additional one-year renewal options; and WHEREAS, the parties wish to renew the Agreement for an additional one-year renewal term. NOW, THEREFORE, the parties, acting herein by the through their duly authorized representatives, enter into the following agreement: I. AMENDMENTS 1. The Agreement is hereby amended to replace the Cooperative Agreement with the Successor Contract, effective upon expiration of the current term of the Agreement on July 31, 2026, and incorporate and align its terms with OMNIA Partners Contract No. 159808. 2. The Agreement is hereby amended to include Exhibit B-1, OMNIA Partners Contract No. 159808 Award Letter and Debtbook Signature Page, attached hereto and incorporated herein this First Amendment and Third Renewal. Current terms and conditions for OMNIA Partners Contract No. 159808 are available through the OMNIA Partners website, with pricing available upon request. 3. The Agreement is hereby amended to add four (4) additional one-year renewal options, each a "Renewal Term". OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: F1 B21 EA5-4932-8DEF-800E-F5BCF677E3BE 4. The total annual amount of the Agreement will remain at an amount not to exceed $100,000.00. IL RENEWALS The Agreement is hereby renewed for a one-year Renewal Term beginning on August 1, 2026 and ending on February 18, 2027, in alignment with the Successor Contract, with pricing in accordance with Exhibit F-1, Fifth Asset, Inc. d/b/a DebtBook Renewal Amendment & Order Form. Upon approval by the Assistant City Manager, the Agreement may be renewed for five (5) additional one-year Renewal Terms. III. MISCELLANEOUS All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] First Amendment and Third Renewal to Fort Worth City Secretary Contract No. 60007 Page 2 of 5 Docusign Envelope ID: F1 B21 EA5-4932-8DEF-800E-F5BCF677E3BE [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: I Fifth Asset Inc. d/b/a DebtBook By: A M—M&— Dianna Giordano (Jun 30, 2026 12:38:16 CDT) By: Name: UAA% P sc� Liam Resch Name: Dianna Giordano Title: Assistant City Manager Title: Counsel & Secretary 06/30/2026 6/4/2026 Date: Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Title: Kevin Gunn Director, IT Solutions Approved as to Form and Legality: By: Name: Title: as Pagliara (Jun 18, 2026 20:23:08 CDT) Candace Pagliara Sr. Assistant City Attorney 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. lh�s By: Steven Vandever (Jun 8, 2026 08:04:27 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager City Secretary: By: Contract Authorization: Name: M&C: N/A Title: Approval Date: N/A Form 1295: N/A /1 Ca66 1;11 A& Jannette Goodall City Secretary oonunaq pp�; fORt -R oo, Pv8 8=d d� * oeo 000 * gyp d d aQQQnfE7CA5ca OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment and Third Renewal to Fort Worth City Secretary Contract No. 60007 Page 3 of 5 Docusign Envelope ID: F1B21EA5-4932-8DEF-800E-F5BCF677E3BE Exhibit B-1 OMNIA Partners Contract No. 159808 Award Letter and Debtbook Signature Page (Attached) First Amendment and Third Renewal to Fort Worth City Secretary Contract No. 60007 Page 4 of 5 Docusign Envelope ID: F1 B21 EA5-4932-8DEF-800E-F5BCF677E3BE N*1101z5E1=1911L97_lIIs] zI'1=1;ZVIs] =110A=1►kI=1N Contract# 159808 for DEBT AND LEASE MANAGMENT AND CONSULTING SERVICE SOLUTIONS with FIFTH ASSET, INC d/b/a DEBTBOOK Effective: February 19, 2026 Docusign Envelope ID: F1 B21 EA5-4932-8DEF-800E-F5BCF677E3BE The following documents comprise the executed contract effective: February 19, 2026 Vendor Contract and Signature Form II. Supplier's Response to the RFP III. Request for Proposal and Any Addenda, incorporated by reference Docusign Envelope ID: F1B21EA5-4932-8DEF-800E-F5BCF677E3BE Region XIV Education Service Center 1850 Highway 351 Abilene, TX 79601-4750 325-675-8600 FAX 325-675-8659 January 20th, 2026 Michael Juby Vice President & Chief Financial Officer Fifth Asset, Inc d/b/a Debtbook 1930 Camden Road, Suite 200 Charlotte, North Carolina 28203 Sent via email to: Michael.Juby@debtbook.com Re: Award of Contract 159808 Debt and Lease Management and Consulting Service Solutions Dear Michael Juby: Region 14 Education Service Center is happy to announce that Fifth Asset, Inc d/b/a Debtbook has been awarded Contract # 159808 based on the proposal submitted to Region 14 ESC in response to RFP #25-S946 Debt and Lease Management Software and Consulting Services. As stated in the RFP, Article VI. Signature Form, this contract award letter is the countersignature to Fifth Asset, Inc d/b/ a Debtbook's response and provides Region 14's acceptance of the response and establishes the contract. The contract is effective February 19th, 2026. The contract may be renewed in accordance with the contract terms and conditions. We look forward to a long and successful partnership. If you have any questions or concerns, feel free to contact me at (325) 675-8600. Sincerely, LSigned by: ily Je'rey'B Region 14, Chief Financial Officer -:ff- DebtBook Section le. Signature Form Docusign Envelope ID: F1B21EA5-4932-8DEF-800E-F5BCF677E3BE VI. SIGNATURE FORM A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective supplier must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. A contract award letter issued by Region 14 ESC is the counter -signature document establishing acceptance of the contract. The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless conspicuously noted by the supplier following the requirements of Deviations and Exceptions section in the Instructions to Suppliers. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this response in collusion with any other supplier and that the contents of this proposal as to prices, terms or conditions of this response have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposa0. Prices are guaranteed for 120 business days. Fifth Asset, Inc d/b/a Debtbook Company Name 1930 Camden Road, Ste 200 Address Charlotte NC 28203-4983 City State Zip 704-799-7600 980-206-0685 Telephone Number Fax Number michael.juby@debtbook.com Email Address Michael Juby Vice President & Chief Financial Officer Printed Name Position Authorized Signature Version May 30, 2025 Docusign Envelope ID: F1 B21 EA5-4932-8DEF-800E-F5BCF677E3BE Exhibit F-1 Fifth Asset, Inc. d/b/a DebtBook Renewal Amendment & Order Form (Attached) First Amendment and Third Renewal to Fort Worth City Secretary Contract No. 60007 Page 5 of 5 Docusign Envelope ID: F1B21EA5-4932-8DEF-800E-F5BCF677E3BE -:U DebtBook FXHIRIT F-1 RENEWAL AMENDMENT & ORDER FORM This Renewal Amendment & Order Form ("Renewal Amendment") to the existing Agreement, as defined below, is entered into between Fifth Asset, Inc. d/b/a DebtBook ("DebtBook") and the Customer identified in the signature block below ("Customer")(together, the "Parties"), is effective as of the date of Customer's signature below and amends the Agreement as set forth below. RECITALS WHEREAS, the Parties have previously executed the Fort Worth City Secretary Contract No. 60007 August 28, 2023 (together, the "Agreement"), as amended, which established the rights and obligations of each party with respect to the Services. WHEREAS, the Parties now wish to amend the Agreement to renew the Agreement and the Services for an additional 1 year. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and the continuing rights and obligations of the parties as set forth in the Agreement and the Renewal Amendment, the parties agree as follows: SERVICES & FEES Existing Services Treasury Item & Description Debt Management Core Annual recurring fee for DebtBook's debt management software -as -a -service application provided to Customer through access to the Application Services bt Accounting Annual recurring fee for DebtBook's debt accounting software -as -a -service application provided to Customer through access to the Application Services Debt Sizing Annual recurring fee for DebtBook's debt sizing software -as -a -service application provided to Customer through access to the Application Services New Services Treasury Item & Description -ash Management Core Annual recurring fee for DebtBook's cash management software -as -a -service application provided to Customer through access to the Application Services sh SFTP Integration DebtBook's SFTP bank connectivity functionality within the cash management software -as-a-service application provided, if applicable, to Customer through access to the Application Services. Debt Proceeds Management Annual recurring fee for DebtBook's debt proceeds management software -as -a -service application provided to Customer through access to the Application Services Docusign Envelope ID: F1B21EA5-4932-8DEF-800E-F5BCF677E3BE Non -Recurring Item & Description Cash Management Core Premium Implementation The additional implementation services provided to Customer including tailored implementation support and entry of relevant Customer Data. Annual Summary Year 1 (Pro -rated) Year 2 Recurring Subscription Fees $7,977.21 $48,528.00 One -Time Implementation Fees $0.00 Annual Total $7,977.21 $48,528.00 TOTAL $56,505.21 TERMS 1. The Parties have agreed to renew and extend the subscription for an additional 2 years beginning on August 1, 2026 (the "Renewal Date") and concluding on September 30, 2027 (the "Renewal Term"). Year 1 of the Renewal Term will run from August 1, 2026, to September 30, 2026. Thereafter, the Term will run from October 1 to September 30 annually. 2. The Parties have agreed to add the New Services to the Existing Services beginning on the July 1, 2026. 3. The Fees for each year of the Renewal Term are set forth above and will be due and payable on the Renewal Date and on the first day of the year of the Term thereafter, subject in each case to the payment terms in the Agreement. The fees set forth for Year 1 under this Renewal Amendment reflect prorated fees (and not the full annual fees) for the Products under this Renewal Amendment. Such prorated fees cover the period from the Renewal Date through September 30, 2026. 4. Notwithstanding any expiration or non -renewal of the Agreement, the subscription services purchased pursuant to this Renewal Amendment shall continue through the applicable Renewal Term set forth herein unless earlier terminated in accordance with this Section. If the Agreement expires or is not renewed and Customer remains eligible to purchase services through OMNIA Partners Contract No. 159808 (the "OMNIA Agreement"), then, effective upon such expiration or non - renewal, the parties agree that the subscription services provided under this Renewal Amendment shall continue and be governed by DebtBook's then -current Order Form and Master Services Agreement incorporated into and authorized under the OMNIA Agreement. If the Agreement expires or is not renewed and Customer is unwilling or unable to continue receiving services under the OMNIA Agreement and associated Master Services Agreement, DebtBook may terminate the remaining portion of the applicable subscription term upon written notice to Customer. In such event, Customer shall remain responsible for all fees due and payable for the subscription term, and no refund, credit, or prorated reimbursement shall be owed for prepaid fees or for any unused portion of the subscription term. 5. Any reference to the "Agreement" will mean the Agreement as modified by this Renewal Amendment. On the first day of the Renewal Term, this Renewal Amendment will constitute an "Order Form" as defined in the Agreement. Capitalized terms not defined herein will have the same meaning ascribed to them as set forth in the Agreement. 6. The express provisions of this Renewal Amendment constitute the sole amendment and modification of the Agreement by and between the Parties in connection with the Renewal Term. This Renewal Amendment may be executed in counterparts, including facsimile or other electronic counterparts. FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Fifth Asset, Inc. d/b/a DebtBook Subject of the Agreement: First Amendment and Third Renewal to CSC 60007 of Fifth Asset, Inc. d/b/a DebtBook M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No ❑ 60007-Al R3 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: February 18, 2027 If applicable. Is a 1295 Form required? * Yes ❑ No ED *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.