Loading...
HomeMy WebLinkAbout061496-A2R2 - General - Contract - Gemba Software Solutions, Inc. dba Procedure Flow61496-A2R2 CSC#: SECOND AMENDMENT AND SECOND RENEWAL TO FORT WORTH CITY SECRETARY CONTRACT NO. 61496 BETWEEN CITY OF FORT WORTH AND GEMBA SOFTWARE SOLUTIONS, INC. DBA PROCEDURE FLOW This Second Amendment and Second Renewal to Fort Worth City Secretary Contract No. 61496 ("Amendment") is made between the City of Fort Worth ("City") and Gemba Software Solutions, Inc. dba ProcedureFlow ("Vendor"), individually referred to as "party" and collectively as "parties." WHEREAS, City and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 61496 beginning July 3, 2024 ("Agreement"). WHEREAS, the most recent renewal term expired on July 2, 2026, unless terminated earlier in accordance with the Agreement; WHEREAS, the parties did not execute a Second Renewal on or before July 2, 2026, however, the parties have continued to operate as if a contract existed by receiving services and paying for services rendered; WHEREAS, the parties now wish to memorialize the Second Renewal beginning July 3, 2026 through July 2, 2027; WHEREAS, on November 25, 2025, the parties amended the Agreement to add additional professional services for the Communications and Public Engagement Department and increase the annual compensation by $7,500.00, for a new total annual compensation amount of $55,050.00; WHEREAS, it is the collective desire of the Parties to amend the Agreement to add licenses and professional services for the Development Services Department and increase the annual compensation by $27,000.00; WHEREAS, it is the collective desire of the Parties to amend the Agreement to add licenses for the Water Department and increase the annual compensation by $9,750.00; WHEREAS, it is the collective desire of the Parties to amend Exhibit A of the Agreement to add quotes for the Development Services Department and the Water Department; and WHEREAS, the new total annual compensation is an amount up to $91,800.00. NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein by and through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX A2R2 to Fort Worth City Secretary Contract No. 61496 Page 1 of 5 I. AMENDMENT A. Section 1 and Section 3 of the Agreement are hereby amended to be and read as follows: 1. Scope of Services. Vendor will provide professional services for multiple City Departments ("Services"), as set forth in more detail in Exhibit " A," which is attached hereto and incorporated herein for all purposes. In the event there are any conflicts between the terms found in the attached Exhibit(s) and the terms found in this Agreement, the terms of this Agreement control. 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "A." Total annual compensation under this Agreement will not exceed Ninety - One Thousand Eight Hundred Dollars ($91,800.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. B. Exhibit A-2, which is attached hereto and incorporated herein, is made a part of this Agreement for all purposes, and is cumulative of prior quotes. II. RENEWAL The Agreement is hereby renewed for a Second Renewal Term beginning July 3, 2026, through July 2, 2027. III. ALL OTHER TERMS SHALL REMAIN THE SAME All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. IV. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be 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 an original. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A2R2 to Fort Worth City Secretary Contract No. 61496 Page 2 of 5 Executed effective as of the date signed by the Assistant City Manager below. CITY: City of Fort Worth By: o� Name: Jesica McEachern Title: Assistant City Manager Date: 10/20/2026 Approval Recommended: By: Dalton Harrel (Oct 9, 2026 09:22:19 CDT) Name: D.J. Harrell Title: Development Services Director 10/09/2026 Attest: By: Name Title: 4.OOO4pQ4q FORT�yO9.ld do Pui o=d opa,� 000 oae*�d a d Ko C'a cu84 °nnn za54a Jannette Goodall City Secretary 10/20/2026 GEMBA SOFTWARE SOLUTIONS, INC. DBA PROCEDURE FLOW ba t ea 1 be��^ace By. Danielle DeGrace (Oct 8. 2026 19.27.44 ADT) _ Name: DaniellaDeGrace Title: Chief Executive Officer Date: 10/08/2026 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Kenneth Frame Title: Business Process Manager 10/09/2026 Approved as to Form and Legality: By: Name: Amarna Muhammad Title: Assistant City Attorney 10/23/2026 Contract Authorization: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX A2R2 to Fort Worth City Secretary Contract No. 61496 Page 3 of 5 EXHIBIT A-2 :procedure f low Order Form Company Address 1 Market Square. Suite 143 Created Date 05/05/2026 Saint John, NB. E2L 4Z6 Contract Effective Date 08/05/2026 CA Quote Expiration Date 31/05/2026 Quote Number Q-01650 Contact Name Ken Frame Contract Term 12 Months Email kerbneth.framegfortworthtexas.gov Bil To 200 Texas Street Bill To Name City of Fort Worth Fort Worth. Texas, 76102 Billing Frequency Annual United States Seat Licenses U. • Enterprse Lcense 08/052026 40 USD 360.00 USD 390-D0 USD 15.6W.00 Seat Licenses TOTAL: USD 15,600.00 Professional Se ices I. • PS - Ca y Rate 08105Q026 5 USD 2250.00 USD 2.250 00 USD 11.254.00 Professional Services TOTAL: USD 11250.00 TOTAL: USD 26,8`4.00 Purchase Order Information Is a Purchase Order lPO) required for the purchase or payment of the Products on this Order Form? [ ]Yes []No If yes, please complete the following: PO Number: PO Amount: AP Contact Name AP Contact Email AP Contact Phone I agree that upon signature by City of Fort Worth and submission to Gemba Software Solutions Inc., this Order Form shall become legally binding and governed by the ProeedureFlow Master Subscription Agreement between Gemba Software Solutions Inc. and City of Fort Worth. In the absence of a Master Subscription Agreement, this Order Form shall be governed by the online Terms of Service found at procedurefiow.com.'terms-of-service as those terms may be updated from time to time. This Agreement commences on the Effective Date and continues for a period of 12 months thereafter, renewing automatically for consecutive 12 -month periods, unless written notice of termination is provided by a party, at least 30 days before the end of the respective 12 -month period. Termination of this Agreement will result in the termination of all subscriptions purchased hereunder. Customer may at any time elect to provision additional Users. Quantities of Users in excess of the Quantity described above will be billed at the contracted monthly license cost, plus 15%. Unused Professional Services credits will lapse at the end of the Contract Term, provided however that the Customer may at any time prior to the expiration of: 1) this current Contract Term, or 2) within the first six months of any renewal term, Page 1 of 2 A2R2 to Fort Worth City Secretary Contract No. 61496 Page 4 of 5 :procedureflow Order Form Company Address 1 Market Square, Suite 143 Created Data F71Cl8`2C2ti Saint John. NB, E2L 42E Contract Effective Date 01J09?2p26 CA Quote Expiration Bate 3Wi (2(t26 Quote Number Q -0193i) Contact Name Monica Saenx Contract Term 10 Months Email morr+c9,saenz@fortvmrthtexas.gov E ill To 200 Texas Street Bill To Name City of Fort Worth Texas Fort Worth. Texas, 76102 Billing Frequency Annual United States Soot Licenses Enlerprt®e License 101,/p,9V2026 30 V IJ$D 39@.00 V I USD 325.00 I Lf$D 9,750.00 5u1 Llbe istts TOTAL: USO 9,750.00 TOTAL: USD 9,750.ftfp Purchase Order Inlormotion Is a Purct'aSe3 Order I:PO) required for the purchase of payment of the Products on this Order Form? []Yes [ ] No II V U . I icaoe complete the lollown ng: Pa Number_ PO Amount: AP Contact Name AP Contact Email AP Contact Phone .agree itiat upon signature by City d Fort Worth Texas and submission to Gdembe Software Solutions Inc_, this Order Form shall become legally binding and governed by the ProcedureFlow Master Subscription Agreement between Qemba Software Solutions Inc, and City of Fort Worth Texas. In the absence of a Master Subscription Agreement, this Order Form strait be governed by the online Terms of Service found at procedureflow:co"terms-of-serooe as those terms may be updated from time to time This Agreement commences C$ the Effective Date and Continues for a period of 10 months thereafter, renewing automatically for consecutive 12. month periods, unless written notice of termination is provided by a party, at least 30 days before the end of the respective 10 -month period. Termination of this Agreement will result in the termination of all subscriptions purchased hereunder. Customer may at any time elect to provision additional Users. Quantities of Users in excess of the Quantity described above will be billed at the contracted monthly license crust, plus 1 5%. Unused Professional Services credits will lapse at the and of the Contract Term, provided however that the Customer may at any time For to the expiration of: 1) this current Contract Term. or 2) within the first six monthsof any renewal term, ele;t to apply the value of those unuse=d credits toward the purchase at additional licenses for the remaining balance of the current term, or renewal term as the case may be- A2R2 to Fort Worth City Secretary Contract No. 61496 Page 5 of 5 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Gemba Software Solutions, Inc. dba Procedure Flow Subject of the Agreement: Amending the existing agreement #61496 to include Development Services Department and Water Department additional seats. M&C Approved by the Council? * Yes ❑ No EZI If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes © No 0 #61496 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No IZI If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © 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: If applicable. Is a 1295 Form required? * Yes ❑ No EZI *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 © No 0 Contracts need to be routed for CSO processing in the following order: 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. Permanent Contracts Advanced Funding Agreements Architect Service Community Facilities Completion Agreement Construction Agreement Credit Agreement/ Impact Fees Crossing Agreement Design Procurement Development Agreement Drainage Improvements Economic Development Engineering Services Escrow Agreement Interlocal Agreements Lake Worth Sale Maintenance Agreement/Storm Water Parks/Improvement Parks/Other Amenities Parks/Play Equipment Project Development Property/Purchase (Property owned by the City) Property/Sales (Property owned by the City) Property/Transfers (Property owned by the City) Public Art Sanitary Sewer Main Replacements Sanitary Sewer Rehabilitations Settlements (Employees Only) Streets/Maintenance Streets/Redevelopment Streets/Repairs Streets/Traffic Signals Structural Demolition (City owned properties) Utility Relocation Water Reclamation Facility Water/Emergency Repair Water/Interceptor Water/Main Repairs Water/Main Replacement Water/Sanitary Sewer Rehabilitation Water/Sewer Service Water/Storage Tank