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HomeMy WebLinkAboutContract 56909 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 City Secretary Contract No. 56909 FoRTWORTH, q4111 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 Deputy City Manager,and COVERTTRACK GROUP,INC.("Vendor"),a Corporation and acting by and through its duly authorized representative,each individually referred to as a"party"and collectively referred to as the "parties." 1. Scope of Services. CovertTrack Group, Inc. will supply City with unique mobile GPS tracking devices, annual subscription to access the CovertTrack Mapping Product, and airtime for the devices used when traditional surveillance techniques pose a possible safety concern for City officers.("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 October 1, 2021 ("Effective Date") and expires on September 30, 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same terms and conditions for four(4) one-year renewal periods, unless City or Vendor provides the other party with notice of non-renewal at least 30 days before the expiration of the Initial Term or renewal period. 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 Forty Eight Thousand Six Hundred Twenty One Dollars and 20 Cents ($48,621.20). 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. 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 OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 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. 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. Independent 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 Vendor Services Agreement Page 2 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents, servants,employees,contractors,or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTYLOSS UP TO THE LIMITS OF INSURANCE,PROPERTYDAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, 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,SERVANTSAND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING 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, 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 action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right 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 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 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 to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees 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.City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may 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 Vendor Services Agreement Page 3 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 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 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 authorized 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 documentation at 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. 9. Assignment and Subcontracting. 9.1 Assi ng ment. 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 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) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Vendor Services Agreement Page 4 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 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 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 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 Reeulations. 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 Vendor Services Agreement Page 5 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth CovertTrack Group,Inc. Attn: Jesus Chapa,Deputy City Manager Attn: Amber Stanley,Controller 200 Texas Street 15600 N. 78t` Street Fort Worth,TX 76102-6314 Scottsdale,AZ 85260 Facsimile: (817) 392-8654 Amber@coverttrack.com With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not Vendor Services Agreement Page 6 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, and B. 22. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. Vendor Services Agreement Page 7 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 26. Ownership of Work Product. This is not a work for hire agreement. 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. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bove tt of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel" and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the Agreement. 30. 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. 31. 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. Vendor Services Agreement Page 8 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 32. Prohibition on Boycotting Energy Companies. Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, 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 boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 33. Prohibition on Discrimination Against Firearm and Ammunition Industries. Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice,policy, guidance,or directive that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (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. 34.0 INVOICES 34.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill,when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 34.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 12.3 Payment. All payment terms shall be'Net 30 Days"unless otherwise agreed to in writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". (signature page follows) Vendor Services Agreement Page 9 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: Jesus J Chapa ec 3 ,2021� ensuring all performance and reporting Name: Jesus J. Chapa requirements. Title: Deputy City Manager APPROVAL RECOMMENDED: By: Sasha Kane(Dec 29,2021 21:44 CST) Name: Sasha Kane Title: Sr. Contract Compliance Specialist By: Neil Noakes(Dec 31,202109:44 CST) Name: Neil Noakes APPROVED AS TO FORM AND Title: Chief of Police LEGALITY: ATTEST: By: Name: Taylor Paris By: ce S.Goodall(Jan 3,202211: ST) Title: Assistant City Attorney Name: Jannette Goodall go�4n�u�� Title: City Secretary o�oFORr��d CONTRACT AUTHORIZATION: p�o �0 0' M&C: (None Required) �jo o=� Date Approved: o Qo */ �d 00�0000�0 d Form 1295 Certification No.: N/A a4.4 nEXASga DocuSigned by: By: Toflrt�. to Name: ddFL9Fgg - Title: CEO OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement FT.WORTH, TX DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Section I- General ose • Vendor will provide the City with a web-based GPS tracking system to enable the Fort Worth Police Department to track and manage assets,team coordination and individuals'location for an extended period of time,during surveillance operations. This includes Vendor's proprietary law enforcement back end,GPS tracking service for surveillance devices, and a surveillance phone app. In addition,Vendor will provide proprietary harnesses,seals and other equipment for surveillance devices.The Vendor will provide access to a webpage GUI that will allow the City to view its assets.The Vendor should allow the manager the ability to create,delete and edit user accounts on the webpage GUI. This GUI should allow the City to create different groups of devices and allow the manager to assign different permissions to each device. The Vendor will provide a Mobile app that can be download for both Apple and Android devices. This app will allow the City to track assets with their mobile devices when not in the office.The Vendor will provide upgraded 4g LTE micro-trackers that the City will utilize with its baitcar package for tracking smaller assets, such as smaller appliances,tools and lawn equipment.The Vendor will provide upgraded 4g LTE vehicle trackers which that will allow the City to track larger assets such as vehicles,construction equipment,as well as have a longer battery life. These devices will show when the surveilled vehicle is moving,where on a map the vehicle is, and the speed of the vehicle. The Vendor will provide upgraded 4g LTE Baitcar packages that will utilize the CovertTrack app and webpage GUI to allow the City to turn off the baitcar remotely,live stream cameras in the vehicle, and will display the speed of the vehicle. Section II-Equipment Replacement list Vendor will upgrade and replace the City's current equipment as specified below: ESU's Vehicle trackers • The device ID's A1000021D2E494,A1000021DB2DDC,A1000021DB48CO, A1000021DB48D4, 358683068927830, 358683069130475, 359739071188700, 359739071224844, 359739071229108, 359739073087041,A1000021D8F3CO, A 1000021 DB2E 16,A 1000021 DB2E 17,A 1000021 DB440A,A 1000021 DD7628 ESU's Micro trackers/recon II • The device ID's A1000049A2FBA8,A10000499AFOC8,A10000499AEFAB, A10000499AEF68,A10000499AEDE4, 359739073086894 Baitcar Packages • The device ID's 4441017876,4441017895,4441017920,4441017932,4441017874, 4441017909,4861018982,4441017931,4441017882 Baitcar Micro trackers • The device ID's A10000499AED6B,A10000499AF10B,A10000499AF20B, A10000499AF4D6, 1000049A2FAD5,A1000049A2FB58,A1000049A2FBE7, A10000499AED27,A10000499AEEE1,A10000499AF25B,A1000049A2FB55, A100004D9E36FC,A10000499AEFA2,A1000049A2C287,A10000499AF194, A 10000499AEDB2 Vendor Services Agreement Page 11 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 Cell Phone • There will not be any upgrades to the CovertTrack cell phone. Surveillance Phone APP of Audio, Video and GPS Product on CovertTrackcom App#: A739613118 Section III—New equipment purposed • See attached Quote 423606 and Quote 925202 Vehicle trackers • As outlined in CovertTrack's Quote 23606,Vendor will replace 10 older devices with Stealth 5 Tracking Device -4G Cat M1 Verizon Cellular Network Device Features: 10 Ali Battery, 15 Pin Charging Port,Bluetooth Pinger,RF Pinger,Advanced Removal Alerts; External Magnetic Sled. • As outlined in CovertTrack's Quote 23606,Vendor will replace 5 devices with Stealth 5 Advanced Tracking Device --4G Cat M1 Verizon Cellular Network Device Features: 10 Ali Battery, 15 Pin Hardwire,(2)Inputs&(2)Outputs,Hardwire Cable,Bluetooth Pinger,RF Pinger, Advanced Removal Alerts, and External Magnetic Sled ESU Micro trackers/Recon II • As outlined in CovertTrack's Quote 23606,Vendor will replace 6 older devices with new MicroTracker 5 Verizon 4G LTE Baitcar Packages • As outlined in CovertTrack's Quote 25202,Vendor will replace the older baitcar devices with the CovertCam 4G LTE-Upgrade City's existing 3G CovertCam with a 4G Router&Tracking Device Combination. Package includes 4G Router+Device Combo Unit,Antenna,I/O Harness. • The new devices should be a plug and play system that should utilize City's existing wiring and cameras. Baitcar Micro trackers • As outlined in CovertTrack's Quote 25619,Vendor will replace 16 older devices with new MicroTracker 5 Verizon 4G LTE Accessories • 4 Stealth V Extended Battery packs • 4 additional Stealth V CVT Hardwire Cables Section IV—Yearly Service • See attached Sales order 925562 ESU's Vehicle trackers • Current renewal for 9 devices will be $600 per device,per year • Current renewal for 10 device will be $540 per device,per year ESU's Micro trackers/Recon II • Current renewal for 21 Micro 4s devices will be $360 per device,per year • Current renewal for 2 Micro 5s device will be $360 per device,per year • Current renewal for 1 Recon II device will be $600 per year Baitcar Packages • Current renewal for 9 devices will be $600 per device,per year • Current renewal for 1 device will be $420 per year Cell Phone • Current renewal for 1 device will be $720 per year Professional Services Agreement Page 12 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE COVERT CovertTrack Croup Inc Sales Order 15600 N 78th Street Date S.o.# Scottsdale,AZ 85260 7/28/2021 25562 Name 1 Address Ship To Port Worth Police Dept Fort Worth Police Dept 505 Wesl Felix St 505 W.Felix Pt Worth,TX 76115 Fl Worths TX 76115 Chase Hodgcs Due Date FO No. P.O.No. 9?20f2Q21 Description Start Date End Date City Rate Amount Renewal(1 Year)-Surveillance.Phone APP of 10/01/2021 09/30/2022 1 720.00 i20-00 Audi*,Video and GPS Product on CovertTrw*-com App#: A73961311S Renewal-Annual Subscriplion to Access the 10/01/2021 09/30/2022 1 420.00 420.00 Covert Crack Mapping Product and 24 hu Customer Support. "Customer Provided Sim Card Rew red Device fi: 5571006698 Subtotal Phone# Fax# Sales Tax (0.0%) 480-661-1916 480-451-5421 Tata I Page 1 Vendor Services Agreement Page 13 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVER CovertTrack Crrattp Inc Sales Order 15600 N 78th Street Date S.O.# Scottsdale,AZ 85260 7/28/2021 25562 Name 1 Address Ship To Port Worth Police Dept Fort Worth Police Dept 505 West Helix St 505 W.Felix Pt Worth,TX 16115 Pt Worth,TX 76115 Clime Hodges Due Date FO No. P.O.No. 912 012 0 2 1 Description Start Date End Date City Rate Amount Renewal(1 Year)of Unlin ited 5 Second Updates 10/01/2021 09/30/2022 600.00 1[7?]?]q &Annual Subscription to Access ft CoverfRack Mapping Product Device#: 4441017874 4441017816 4441017882 4441017895 4441017909 4441017920 4441017931 4441017932 4961018982 •••3g Devices have a simset date and will need to be upgraded Renewal Airtime{1 Year)ofUrdinuled 5 Second 10/01/2021 09/03/2022 21 "ov.00 Updates&Annual Suhscripti onto Access the Coverfl'rack Mapping Product. MicroTracker 1 HardCsse 1 Cash 1 RX Tracking Devices Device#: A10000499AED27 A10000499AF.DOB A 10000499AFU82 A10000499AEDE4 A10000499AECG1 Subtotal Phone# Fax# Sales Tax (0.0%) 480-661-1916 480-451-5421 Tata I Page 2 Professional Services Agreement Page 14 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVER CovertTrack Crrattp Inc Sales Order 15600 N 78th Street Date So-# Scottsdale,AZ 85260 7/28/2021 25562 Name 1 Address Ship To Fort Worth Police Dept Fort Worth Police Dept 505 West Helix St 505 W.Felix Ft Worth,TX 16115 Ft Warlh,TX 76115 Chme Hodges Due Date FO No. P.O.No. 9124P2021 Description Start Date End Date City Rate Amoun: A10000499AEF68 A10000499AEFA2 A 10000499AFFAB A10000499AFOC8 A10000499APIOR A16000499AF194 A10000499AP208 A10000499AF25B A 10000499AF4D6 A1006049MC287 A1000049A2FAI35 A1000049MFB55 A 1000049.A2F558 A1006049A2FBA8 A 1000049A2FBF..7 A100004159E36FC ***3g Devices have a sunset date and will Heal to be upgraded Subtotal Phone# Fax# Sales Tax (0.0%) 480-661-1916 480-451-5421 Tata I Page,3 Professional Services Agreement Page 15 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVER CovertTrack Crrattp Inc Sales Order 15600 N 78th Street Date S.O.# Scottsdale,AZ 85260 7/28/2021 25562 Name 1 Address Ship To Port Worth Police Dept Fort Worth Police Dept 505 West Helix St 505 W.Felix Pt Worth,TX 16115 Pl Wartl,TX 76115 Chme Hodges Due Date FO No. P.O.No. 912 012 0 2 1 Description Start Date End Date City Rate Amount Renewal Airtime(I Year)ofUrdirmled 5 Smund 10/01/2021 09/30/2022 2 360.00 Updates&.Annual Subscription to Access the Covertrmck tilappm Product. MicrOTracker I HardCase/Cash I kZX Tracking Devices Device li: 015181001019703 035181001024463 Renewal(1 Year)of Unlimited 5 Second Updates 10/01/2021 09/30/2022 10 u0D.0) 6,000.0D &ArmuAI Subscription to Access the CoverYfrack Mapping Product Device# 359739073086894 A 1000 02 1 D8F3C:0 A1000021 DB2E16 Al0000211)82F:17 A1000021 DH440A Al 000021 D07628 A1000021 D2E•194 A1000021 DB2DDC A1000021 DB48CO A 1000021 DB48D4 ***3g Devices lww a sunset date Wi<l Will noel to be upgraded Subtotal Phone# Fax# Sales Tax (0.0%) 480-661-1916 480-451-5421 Tate I Page 4 Professional Services Agreement Page 16 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVERTTRACIC Cov�rack group Inc Sales Order 15600 N 78th Street Date S.O.# Scottsdale,AZ 85260 7128/2021 25562 Name 1 Address Ship To Fort Worth Police Dept tort Worth Police Dept 505 West Helix St 505 W.Felix Ft Worth,TX 76115 Pt Worth,TX 76115 Chase Hodges Due Date FO No. P.O.No 412 012 0 2 1 Description Start Date End Date Qty Rate Amount Renewal(1 Year)❑fUntimiLed 5 Second Updates 10/010-021 W!30P2022 n 540.00 3,2.10.00 &AnmW Subscription to Access the CovertTrack Mapping Product **Annual Airtime Discounted Rate for 10 Qualifying Devices Device H: 358633068927830 358683069130475 359739071188700 359739071224844 359739071229108 359739073087041 ***ig I]cviccs have a sunset date and will need to be upgraded Renewal(I Year)of Unlimited 5 Second Updates 10101 f2021 09/30/2022 1 540.00 2,160.00 &Annual Subscription to Access the CovertTrack Mapping Product **Annual Airtime Discounted Rate for 10+ Qualifying Devices Device ff 352753091561991 357812094441506 357812094539599 357812093659875 Subtotal $26,220.00 Phone# Fax# Sales Tax (0.0%) $p 00 480-661-1916 480-451-5421 Tvta I $26,220.00 Page 5 Professional Services Agreement Page 17 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVERTTRACIC GovertTrack Group Inc QUOTE 15600 N 78th Street Scottsdale,AZ 85260 Date quote No. 3l112021 23606 Name 1 Address Ship To Fort Worh Police Dept Fort Worth Police Dept 505 West Helix St 505 W.Felix Ft Worth,TX 76115 Ft Worth,TX 76115 Chase Hodges PO No. Quote Exp Date Rep FO No. Device No Case No 10/29/2021 DC Description Qty Rate Total Micro Tracker 5 Veriwn 4G 4 199.95 1,199.70 Discount to upgrade yrnu existiiig h4icroTracker(Models 2-4), 6 -100.91 -605.70 Cr200,M'201,Rccon,[team I1,'i rin 'rack 'Must Have Current Service Plan w14+montlis Remaining to Qualify old 1;lcvice ID(s):359 739073086 894,A t 0000499AEDE4AI0000499AEF68,A1 0000499AF.FAB A10000499AFOC8 A1000049A2FBAS Air Exp:0 913 012 0 2 1 Steal0h 5'1 racking Device-40 Cat MI Vmve m Cellular Network 10 1,01 1.'. 10,149.60 Device Features:10 Ali Battery,15 Pin Chmpng Por(,Bluetooth I inger,RF Pinger,Advanced Removal Alerts;I xtemal Magnetic Sled. ••inchidas 3 Years Preventative Maintenance*' Subtotal Sales Tax (8.06%) Total Signature Jesus J Chapa ec 311,202115:37 CST) Phone# Fax# Print Name 480-661-1916 490-451-5421 Page 1 Professional Services Agreement Page 18 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVERTTRACIC GovertTrack Group Inc QUOTE 15600 N 78th Street Scottsdale,AZ 85260 Date quote No. 3l112021 23606 Name 1 Address Ship To Fort Wo[ih Police Dept tort Worth Police Dept 505 West Helix St 505 W.Felix Ft Worth,TX 76115 Pt Worth,TX 76115 Chase Hodges Pa No. Quote Exp Date Rep FO No. Device No Case No 10/29/2021 DC Description qty Rate Total Upgrade 1 Trdde In allowance of your currerd,active Stealth Device 10 -200.00 -2,000.00 For purchase of a Stcalth 5. Service Transfers to new unit(s). ]evice'Ai0 0002 1 112F494,.A1❑00021 013200(;Al000021❑848CQ, A1000021DB4$A4,358683068927930,359683069130475,35973 9071188700,359739071221844,359739071.229108,359739073087 041 Service Exp:0913012021 Stealth 5 Advance d Tracking Device- -4G Cat M I Verizon Zx 6,928.60 Cellidar Network Device Fcalices:10 Ah Battery,15 1'in Hardwire,(2)hpit.&(2) Outputs,Hardwire Cable,Bluetoolh Pingeer,fLF Pinger,Advanced Removal Alerts,and External Magneva Sled "Includes 3 Years Preventative Maintenance— Upgrade 1 Tradc In allowance of your current,active Stealth Device 51 --2011.00 -1,000.0() for purchase of a Stealth 5. Service Transfers to new unit(s). Device(s):A10(0021 DSF3Co,A 1.000021 DB2E 16,A 10000210 132 E17,A1000021DB440A,A1000021JDD7628 Service Exp:0 9/3012 0 2 1 Stealth 5 Extended Battery Pack w/harness and 2 Lithium l 1-�0.00 i. iiC 011 non-rechargeable Batteries Subtotal Sales Tax (8.06%) Total Signature :14 1-%=- Jesus J Chapa ec 3,202115:37 CST) Phone# Fax# Print Name: 480-661-1916 490-451-5421 Page 2 Professional Services Agreement Page 19 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 CO V E RTTRACIC CovertTrack Group Inc QUOTE 15600 N 78th Street Scottsdale,AZ 85260 Date quote No. 3/1/2021 23606 Name 1 Address Ship To Fort Worth Police Dept tort Worth Police Dept 505 West Felix St 505 W.Felix Fi Worth,TX 76115 Pt Worth,TX 76115 Phase Hodgcs PC No. Quote E:xp Date Rep Fo No. Device No Case No 10/29/2021 DC Description [sty Rate Total Stealth 5 CVl'Hardwire Cable wl Water Resistard Seal 4 125.00 500.00 Shipping acid llandling 1 200.00 200.00 ***To Rrderk■x 1.Sign and Fax to the number below. Subtotal $17,17220 --or-- 2.SiM Scan&Emil Back Sales Tax (8.06%) $0 00 Total Signature !-U C Jesus J Cha paSbic 3 ;2021 15:37 CST) Phone# Fax# Print Namc, 480-661-1916 480-451-5421 Page 3 Professional Services Agreement Page 20 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVERTTRACK �1 CovertTrack Group Inc QUOTE 15600 N 7M Stroct Scottsdale,AZ 85260 Date Quote No. 7/2912021 25202 Name 1 Address Ship To Fort Worth Police Dept Fort Worth Police Dept 505 West Felix SI 505 W.Felix Ft Worth,TX 76115 Ft Worth,TX 76115 Chase Hodges PO No. Quote np Date Rep FQ No. Device No Case No 11230/2021 []C Description aty Rate Total CovertC.am 4G-Upgrade your existing 3G Covcre.Cam with a 40 9 3R 5.00 3,465.00 Router&Tracking Device Combination. Package includes 4G Router+Device Combo Unit, Antenna,IIO I farness. 'NOTE: Customer Provide.5 Sim Card arld Data Plan. Annual Support and Mapping Service will Renew at S420.00 per yea[. Existing Service will Transfer to new unit. Device ID 4441017876,4441017895,4441017920,4441017932,44410178' 4,4441017909,4861018982,4441017931,4441017882 Service Exp:09/30/2021 Shipping and Handling 1 7000 70.00 "'To order'.: I.Sign and Fax to the number below, Subtotal S3,535.00 or^- 2.Sign,Scan&.Email Back Sales Tax (0.0%) $0 00 Tota 1 s3,s35.00 Signature D�4 l Jesus J Chapa ec 32,202115:37 CST) Phone# Fax# Prht Name: 480-661-1916 480-451-5421 Professional Services Agreement Page 21 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 COVERTTRACIC GovertTrack Group Inc QUOTE 15600 N 78th Street Scottsdale,AZ 85260 Date quote No. 10/11/2021 25619 Name 1 Address Ship To Fort Worth Police Dept tort Worth Police Dept 505 West Helix St 505 W.Felix Ft Wor[h,TX 76115 Pt Worth,TX 76115 Chase Hodges PO No. Quote Exp Date Rep FO No. Device No Case No 11/10/2021 DC Description Qty Rate Total Micro Tracker 5 Vmzuii 4G 14 199.95 3,199.20 Discount to upgrade yrnu existing MicroTracker(Models 2-4), 16 -100.95 -1,615.20 CT200,M'201,Rcoon,Pecon 11,T irW r&ck 'Must Have Current Service Plan w14+montlis Remaining to Qualify Uld Dcvice ID(s): A10000499AED6B A10000499AFIOB A10000499AF2013 A10000499AH t 76 A1000049A2FAD5 A1000049A2 F E358 A1000049A2FBE7 A10000499AF.D27 AIOD00499AEEEI A10000499AF25B A1000049A2FS55 A100004DMOC A10000499A FA2 A100004MC287 A10000499AF194 Subtotal Sales Tax (0.0%) Total Signature Jesus JCha pa ec3,202115:37 CST) Phone# Fax# Print Name 480-661-1916 490-451-5421 Page 1 Professional Services Agreement Page 22 of 23 DocuSign Envelope ID:9588DBF4-2758-4005-AB8F-4D692B0087E1 CO V E RTTRACIC CovertT'rack Group Inc QUOTE 15600 N 78th Street Scottsdale,AZ 85260 Date quote No. 10/1112021 25619 Name 1 Address Ship To Port Worth Police Dept Fort Worth Police Dept 505 West Felix St 505 W.Felix PI Worth,TX 16115 Ft Worth,TX 76115 Chase Hodges PO No. Quote Exp Date Rep FO No. Device No Case No 11/10/2021 T)C Description 4ty Rate Total A10000499AED132 A/T Exp:0 913 012 0 2 1 Shipping and IIarldling I 1 10.0!! 110.00 ***To Ordsr'as I.Sign and Fax to the number below. Subtotal $1,694.00 --or- 2.Sign,Start&Email Back Sales Tax (0.0%) $0_00 Tota 1 $1,694-00 Signature Jesus J Chapa ec 3 ,, 2115:37 CST) Phone# Fa%# ]'rim Namc, 480-661-1916 490.451-5421 Page 2 Professional Services Agreement Page 23 of 23