HomeMy WebLinkAboutContract 57168 CSC No. 57168
CONTRACT BETWEEN THE CITY OF FORT WORTH AND
SMART CITY NETWORKS,LIMITED PARTNERSHIP,
FOR TELECOMMUNICATION AND DATA SERVICES
This Contract for Telecommunication and Data Services ("Contract") is made and
entered into by and between the City of Fort Worth,a home-rule municipal corporation of the
State of Texas, acting by and through its duly authorized Assistant City Manager,and Smart City
Networks, Limited Partnership, a Florida limited partnership, acting by and through its general
partner, SCN-GP,LLC,a Florida limited liability company.
WHEREAS,the City owns and operates the Fort Worth Convention Center located at
1201 Houston Street,Fort Worth,Texas 76102;
WHEREAS,the Fort Worth Convention Center provides or makes available a multitude
of services to meet the needs of both exhibitors and clients of the Fort Worth Convention Center;
WHEREAS,telecommunication and data services are an integral part of the success of
the Fort Worth Convention Center;
WHEREAS, SCN is in the business of providing telecommunication and data services to
convention centers such as the Fort Worth Convention Center;
WHEREAS, SCN has been providing the City with telecommunication and data services
to the Fort Worth Convention Center since December 1,2014,pursuant to City Secretary Contract
No. 46140,as amended and renewed;
WHEREAS, the City has selected a new contractor to perform the same or similar
services,but that contractor will begin providing services on March 20,2022;
WHEREAS, the City and SCN agree that this Contract is intended to act as stop-gap so
that SCN can continue providing its services from March 1,2022 through March 19,2022;
NOW THEREFORE, in consideration for the covenants and agreement hereafter set
forth,the parties hereto agree as follows:
SECTION 1.
DEFINITIONS
1.1 In addition to any other defined terms in the Contract, the following words, terms
and phrases,when used in this Contract,shall have the meanings ascribed to them in this section,
except where the context clearly indicates a different meaning:
1.1.1 Cv shall mean the City of Fort Worth, Texas.
1.1.2 Clients and Exhibitors shall mean any person or entity that may from time-
to-time enter into any agreement for the use of the FWCC or any of the Services provided
by SCN at the FWCC for a particular purpose. OFFICIAL RECORD
CITY SECRETARY
Agreement between SCN and City FT. WORTH, TX
1.1.3 Director shall mean the Director for the Public Events Department of the
City of Fort Worth,Texas or that person's authorized representative or designee.
1.1.4 Events shall mean any performance,production, show, exhibit, or
activity scheduled at the FWCC.
1.1.5 FWCC shall mean the City-owned facility known as the Fort Worth
Convention Center located at 1201 Houston Street, Fort Worth, Texas 76102.
1.1.6 SCN shall mean Smart City Networks, Limited Partnership, a Florida
limited partnership.
SECTION 2.
RIGHTS GRANTED
2.1 Services. SCN shall be the exclusive provider of voice,data, and Wi-Fi
communications for all of the Clients and Exhibitors of the FWCC and shall, with good faith and
due diligence,perform the services set forth in Exhibit A,which is attached hereto and
incorporated herein by reference("Services") and the terms and conditions of this Contract. The
service rights granted herein are not intended to restrict the personal use by Clients and
Exhibitors of the FWCC of wireless devices they own or otherwise possess, or of licensed
wireless services to which they subscribe. In exercising its rights hereunder SCN shall have the
right to refuse service to any of the FWCC's Clients and Exhibitors on a case-by case basis
and/or to offer service on case-specific terms.
2.2 Office Space. SCN shall have a non-exclusive right to use and occupy a portion
of the FWCC to serve solely as office space to a full-time manager of SCN who shall be
responsible for overseeing and managing the Services to be provided at the FWCC pursuant to
this Contract("Office Space")and for no other purpose or use.
SECTION 3.
TERM
3.1 Term. This Contract will be binding on the date of execution by the parties and
effective beginning on March 1, 2022, and remain in effect until March 19, 2022 ("Term"),
subject to early termination as provided herein.
SECTION 4.
OFFICE SPACE
4.1 The exact location of the Office Space within the FWCC shall be determined by
the Director in that person's sole and absolute discretion and may be subject to change at any
time by the Director.
4.2 At all times during the term of this Contract, the Office Space shall remain under
the control of the City, and SCN shall not be responsible for any maintenance of the Office
Space. SCN shall not have access to the City's computing environment and network.
Agreement between SCN and City 2 of 18
4.3 City shall not be responsible for providing any supplies or equipment to SCN's
employees or for the Office Space.
4.4 SCN takes all portions of the Office Space and all appurtenances in"AS IS"
condition without any express or implied warranty on the part of the City. SCN accepts the
Office Space in its present condition,finds it suitable for the purposes intended, and further
acknowledges that it is thoroughly familiar with such condition by reason of a personal
inspection and does not rely on any representations by the City as to the condition of the Office
Space or their suitability for the purposes intended. SCN's taking possession of the Office Space
shall be conclusive evidence that: (i)the Office Space is suitable for the purposes and uses for
which the same is licensed; and(ii) SCN waives any and all defects in and to the Office Space
and all appurtenances thereto. The City shall not be liable to SCN or its invitees,licensees,
subcontractors, or guests for any damage to any person or property due to the acts or
omissions of SCN,or its subcontractors, invitees,licensees,and guests.
4.5 The City will be responsible for all expenses associated with water, sewer,
electricity, gas and waste disposal utilities involving existing service lines. SCN will be
responsible for all other communications utility expenses, including local and long distance
telephone charges, computer charges,and cable television charges. Any additional electrical or
utility service and/or service lines required by SCN will be at the sole expense of SCN.
4.6 SCN shall not do,or permit to be done, anything in or on any portion of the
FWCC or bring or keep anything therein or thereon which will in any way conflict with the
conditions of any insurance policy on the FWCC or any part thereof. SCN shall not cause in any
way an increase in the rate of fire insurance on the buildings or property. SCN agrees that no
decorative or other materials shall be nailed,tacked,screwed, or otherwise physically attached to
any part of the property of the City without written approval from the Director,which approval
shall not be unreasonably withheld.
4.7 SCN agrees that it will not make or suffer any waste in,on,or to the Office Space.
SCN shall not make any alterations to the Office Space without first obtaining written approval
from the Director. SCN fiirther agrees to maintain and pick up litter attributable to SCN and
perform minor housekeeping as necessary to keep the Office Space in a clean,orderly, and
sanitary condition at all times. City shall perform any major cleaning, e.g., strip,buff and wax
floors,at standards and frequencies that may be established by City. SCN will remove garbage
and deposit in dumpster in accordance with procedures established by the Director.
4.8 The City reserves to itself, its officers, agents, assigns, and employees the right to
enter the Office at any time for the purpose of ascertaining compliance with the terms and
provisions of this Contract;making inspection of the Office Space; and maintaining and making
repairs and improvements to City-owned property. In addition,the City does not relinquish the
right to control the management of the Office Space or the right to enforce all necessary and
proper rules for the management and operation of the same. Members of the City's police, fire,
parks,code compliance, and other designated departments shall have the right at any time to
enter any portion of the Office Space(without causing or constituting a termination of the
Contract)for the purpose of inspecting the facilities,maintaining City-owned property, and
performing any and all activities necessary for the proper conduct and operation of public
Agreement between SCN and City 3 of 18
property,provided that no unreasonable interference with SCN's use of the Office Space is
caused by such access. The City will at all times have keys with which to unlock all doors and
gates associated with the Office Space, and SCN will not change or alter any lock without the
City's permission and shall provide new keys to the City within forty-eight(48)hours of making
any approved change
SECTION 5.
INSURANCE REQUIREMENTS
5.1 General Requirements. SCN shall furnish to City in a timely manner,but not
later than the start of the term of this Contract,certificates of insurance as proof that it and its
contractors and subcontractors, as applicable, have secured and paid for the policies of insurance
specified herein. If City has not received such certificates by such date, SCN shall be in default
of the Contract and City may,at its option,terminate the Contract. SCN shall maintain,or
require its general contractors and subcontractors to maintain(where applicable)the following
coverages and limits thereof:
5.1.1 Commercial General Liability(CGL)Insurance
i. $500,000 each occurrence
ii. $1,000,000 aggregate limit
5.1.2 Business Automobile Liability Insurance
i. $1,000,000 each accident on a combined single-limit basis, or
ii. $1,000,000 Aggregate
iii. Insurance policy shall be endorsed to cover"Any Auto", defined
as autos owned, hired,and non-owned.
iv. Pending availability of the above coverage and at the discretion of
City,the policy shall be the primary responding insurance policy
versus a personal auto insurance policy if or when in the course of
SCN's business as contracted herein.
5.1.3 Workers' Compensation Insurance
i. Part A: Statutory Limits
ii. Part B: Employer's Liability
A. $100,000 each accident
B. $100,000 disease-each employee
C. $500,000 disease-policy limit
Agreement between SCN and City 4 of 18
5.2 Additional Requirements.
5.2.1 Such insurance amounts shall be revised upward at City's reasonable
option and no more frequently than once every 12 months,and SCN shall revise
such amounts within thirty(30)calendar days following notice to SCN of such
requirements.
5.2.2 Where applicable, insurance policies required herein shall be endorsed to
include City as an additional insured as its interest may appear. Additional
insured parties shall include employees,representatives, officers, agents, and
volunteers of City.
5.2.3 The Workers' Compensation Insurance policy shall be endorsed to include
a waiver of subrogation, also referred to as a waiver of rights of recovery,in favor
of City. Such insurance shall cover employees performing work on any and all
projects. SCN or its contractors shall maintain coverages, if applicable. In the
event the respective contractors do not maintain coverage, SCN shall maintain the
coverage on such contractor, if applicable,for each applicable contract.
5.2.4 Any failure on part of City to request certificate(s)of insurance shall not
be construed as a waiver of such requirement or as a waiver of the insurance
requirements themselves.
5.2.5 Insurers of SCN's insurance policies shall be licensed to do business in the
state of Texas by the Department of Insurance or be otherwise eligible and
authorized to do business in the state of Texas. Insurers shall be acceptable to
City insofar as their financial strength and solvency and each such company shall
have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other
equivalent insurance industry standard rating otherwise approved by City.
5.2.6 Deductible limits on insurance policies shall not exceed$10,000 per
occurrence unless otherwise approved by City.
5.2.7 In the event there are any local,federal or other regulatory insurance or
bonding requirements for SCN's operations, and such requirements exceed those
specified herein,the former shall prevail.
5.2.8 SCN shall require its contractors and subcontractors to maintain applicable
insurance coverages, limits, and other requirements as those specified herein;and,
SCN shall require its contractors and subcontractors to provide SCN and City
with certificate(s) of insurance documenting such coverage. Also, SCN shall
require its subcontractors to have City and SCN endorsed as additional insureds
(as their interest may appear) on their respective insurance policies.
SECTION 6.
LIABILITY AND INDEMNIFICATION
Agreement between SCN and City 5 of 18
6.1 CITY SHALL NOT BE LIABLE FOR ANY LOSS,DAMAGE, OR INJURY OF
ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM ANY
RIGHTS OR PRIVILEGES GRANTED TO SCN PURSUANT TO THIS CONTRACT, OR
CAUSED BY ANY DEFECT CAUSED BY SCN, OR ITS OFFICERS,AGENTS,
REPRESENTATIVES, EMPLOYEES,PARTNERS, AND SERVANTS IN ANY BUILDING,
STRUCTURE,IMPROVEMENT,EQUIPMENT, OR ANY FACILITIES THAT ARE THE
SUBJECT OF THIS CONTRACT OR CAUSED BY OR ARISING FROM ANY ACT OR
OMISSION OF SCN OR OF ANY OF ITS SUBCONTRACTORS, LICENSEES AND
INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE,OR OTHER CASUALTY.
6.2 SCN AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD
HARMLESS THE CITY FROM AND AGAINST ANY AND ALL CLAIMS,LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING,BUT NOT LIMITED
TO,THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO SCN'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR
PERSONAL INJURY, INCLUDING,BUT NOT LIMITED TO, DEATH, THAT MAY
RELATE TO,ARISE OUT OF OR BE OCCASIONED BY(i) SCN'S BREACH OF ANY OF
THE TERMS OR PROVISIONS OF THIS CONTRACT OR(ii)ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF SCN OR ITS OFFICERS,AGENTS,
REPRESENTATIVES, SERVANTS, PARTNERS,AND EMPLOYEES,RELATED TO THIS
CONTRACT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT.
6.3 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, SCN,
ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT
SCN'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO
CITY.
6.4 SCN shall require all of its contractors and subcontractors to include in their
contracts an indemnity in favor of City in substantially the same form as above.
SECTION 7.
RECORDS,ACCOUNTING,REPORTS AND OTHER REQUESTS
7.1 SCN shall maintain complete and accurate records for all of the Services provided
pursuant to this Contract, including,but not limited to,all financial records, receipts,invoices,
and order forms,and any alterations,additions, or improvements made pursuant to the FWCC
pursuant to the terms herein("Audit Records"). On request of the City, SCN shall make all such
Audit Records available for inspection and review to the City. Notwithstanding anything to the
contrary contained herein,the parties acknowledge that the records subject to this audit
requirement are only those Audit Records necessary to determine compliance with this Contract.
7.2 SCN shall provide the City with any reports or documentation required by the
City as part of this Contract or that may be required pursuant to federal or state laws as such laws
may be amended from time-to-time during the term of this Contract.
Agreement between SCN and City 6 of 18
SECTION 8.
AUDIT
8.1 SCN agrees that the City shall,until the expiration of three(3)years after the
termination or expiration of this Contract, have access to and the right to examine any directly
pertinent books, documents,papers, and records of SCN involving transactions relating to this
Contract. SCN agrees that the City shall have access during normal working hours to all
necessary SCN facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give SCN reasonable
advance notice of intended audits.
8.2 SCN further agrees to include in any contractor and subcontractor agreements
hereunder a provision to the effect that the contractor and subcontractors agree that the City
shall,until the expiration of three(3)years after the expiration or termination of the contract or
subcontract, have access to and the right to examine any directly pertinent books, documents,
papers, and records of such contractor or subcontractor involving transactions of the contract or
subcontract, and further that City shall have access during normal working hours to all contractor
and subcontractor facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this paragraph. City shall give the
contractor and subcontractor reasonable advance notice of intended audits.
SECTION 9.
TERMINATION
9.1 Termination for Cause. Unless stated elsewhere in this Contract,either party
shall be in default under this Contract if it breaches any term or condition of this Contract and
such breach remains uncured after ninety(90) calendar days following receipt of written notice
from the non-defaulting party referencing this Contract(or, if the defaulting party has diligently
and continuously attempted to cure following receipt of such written notice but reasonably
requires more than ninety (90)calendar days to cure,then such additional amount of time as is
reasonably necessary to effect cure, as determined by both parties mutually and in good faith).
9.2 SCN's Duties Unon Exairation or Termination.
9.2.1 Prior to the effective date for expiration or termination of this
Contract, SCN shall promptly remove all of its personal property; provided,
however, SCN shall not be obligated to remove any fixtures. SCN shall also
repair any SCN-caused damage to the FWCC, including, but not limited to,any
damage that SCN causes during removal of SCN's property,to the reasonable
satisfaction of the Director.
9.2.2 Phase Out and Transition.
a. SCN recognizes that the Services provided pursuant
to this Contract are vital to the City's efforts to provide convenient
telecommunication and data services to the Clients and Exhibitors
of the FWCC; that continuity thereof must be maintained at a
consistently high level without interruption;that upon expiration or
Agreement between SCN and City 7 of 18
earlier termination of this Contract a successor may continue these
Services;that any successor contractor shall need phase-in
training; and that SCN must reasonably cooperate in order to effect
an orderly and efficient transition. SCN shall reasonably cooperate
with a smooth and seamless transition and have a cooperative
approach. There shall be no negative correspondence in SCN's
communications to any Clients and Exhibitors of the FWCC.
b. If the City procures a successor contractor prior to
the effective date of expiration or termination of this Contract,then
SCN shall provide phase-out orientation to its successor contractor
prior to Contract termination or expiration at no charge to the City.
Phase-out orientation shall comprise a minimum of 30 working
days, 8 hours per day,unless otherwise agreed by the parties in
writing. Orientation may include system operations procedures,
record keeping,reports, and procurement procedures. SCN shall be
completely responsible for providing the Services called for by the
Contract during its phase-out period. Notwithstanding anything
contained herein, SCN shall not be required to communicate or
provide any proprietary information or trade secrets, including but
not limited to, hardware configurations, SCN developed systems or
software, or marketing programs.
9.2.3 If SCN fails to comply with its obligations in this Section, City
may,at its sole discretion,(i)remove SCN's personal property and otherwise
repair the FWCC and invoice SCN for City's costs and expenses incurred, such
invoice to be due and payable to City within thirty (30) calendar days of its
delivery to SCN;or(ii)following no less than thirty (30)calendar days prior
written notice to SCN,take and hold any SCN personal property as City's sole
property; or(iii)pursue any remedy at law or in equity available to City. If SCN
fails to surrender the FWCC (including,but not limited to,the Office Space)to
City following termination or expiration,all liabilities and obligations of SCN
hereunder shall continue in effect until such is surrendered.
9.3 Duties and Obligations to Survive Termination or Expiration. No termination
or expiration shall release SCN from any liability or obligation resulting from any event
happening prior to the completion of all post-termination duties.
9.4 Other Remedies. Any termination of this Contract as provided in this Contract
will not relieve SCN from paying any sum or sums due and payable to City under this Contract
that remains unpaid and due at the time of termination,or any claim for damages then or
previously accruing against SCN under this Contract. Any such termination will not prevent
City from enforcing the payment of any such sum or sums or claim for damages by any remedy
provided for by law, or from recovering damages from SCN for any default under the Contract.
All City's rights, options, and remedies under this Contract will be construed to be cumulative,
and not one of them is exclusive of the other. City may pursue any or all such remedies or any
other remedy or relief provided by law, whether or not stated in this Contract. No such
Agreement between SCN and City 8 of 18
termination shall relieve City from any obligation it may have to SCN hereunder and SCN may
pursue any and all rights and remedies or relief provided by law,whether or not stated in this
Contract.
9.5 Lost or Anticipated Profits. SCN shall not be entitled to lost or anticipated
profits in the event this Contract is terminated by City as provided for herein or in the event that
the City,in its sole discretion, decides not to exercise any option period.
9.6 Collateral to Cure Defaults. SCN shall post a performance bond in the amount
of$25,000.00, in a form reasonably satisfactory to the City,to secure SCN's performance
hereunder. The performance bond shall list the City as a dual obligee, and the City shall be
entitled to claim against the bond for any amount owed to the City pursuant to this Contract.
SECTION 10.
NONDISCRIMINATION
10.1 SCN shall not engage in any unlawful discrimination based on race, creed, color,
national origin, sex,age, religion,disability,marital status,citizenship status, sexual orientation
or any other prohibited criteria in any employment decisions relating to this Contract,and SCN
represents and warrants that to the extent required by applicable laws, it is an equal opportunity
employer and shall comply with all applicable laws and regulations in any employment
decisions.
10.2 In the event of SCN noncompliance with the nondiscrimination clauses of this
Contract,which is not cured within ninety (90)calendar days of notice of such noncompliance,
this Contract may be canceled,terminated, or suspended in whole or in part, and SCN may be
debarred from further agreements with City.
SECTION 11.
VENUE AND CHOICE OF LAW
11.1 SCN and City agree that this-agreement shall be construed in accordance with the
laws of the State of Texas. If any action,whether real or asserted, at law or in equity, arises on
the basis of any provision of this Contract,venue for such action shall lie in state courts located
in Tarrant County, Texas or the United States District Court for the Northern District of Texas—
Fort Worth Division.
SECTION 12.
THIRD-PARTY RIGHTS AND ASSIGNMENTS
12.1 The provisions and conditions of this Contract are solely for the benefit of the
City and SCN,and any lawful assign or successor of SCN, and are not intended to create any
rights,contractual or otherwise,to any other person or entity.
12.2 SCN agrees that it will not subcontract or assign all or any part of its rights,
privileges or duties hereunder without the prior written consent of the City,which consent shall
not be unreasonably withheld, and any attempted subcontract or assignment of same without
such prior consent of the City shall be void.
Agreement between SCN and City 9 of 18
SECTION 13.
BINDING COVENANTS
13.1 Subject to the limitations contained herein,the covenants, conditions and
agreements made and entered into by the parties hereunder are declared to be for the benefit of
and binding on their respective successors,representatives and permitted assigns, if any.
SECTION 14.
NOTICES
14.1 All notices, communications, and reports required or permitted under this
Contract shall be personally delivered or sent via certified mail to the respective parties by
depositing same in the United States mail,certified, at the addresses shown below,unless and
until either party is otherwise notified in writing by the other party, at the following addresses.
Mailed notices shall be deemed received as of the date of receipt.
CITY: SCN:
City of Fort Worth Smart City Networks, Limited Partnership
Public Events Department 5795 W. Badura Avenue, Suite 110
Fort Worth Convention Center Las Vegas, NV 89118
Attn: Director Attn: President
1201 Houston Street
Fort Worth, Texas 76102
with copy to: with copy to:
City of Fort Worth Smart City Networks,Limited Partnership
City Attorney's Office 28 West Grand Avenue, Suite 10
Attn: City Attorney Montvale,NJ 07645
1000 Throckmorton Street Attn: Chairman
Fort Worth, Texas 76102
SECTION 15.
INDEPENDENT CONTRACTOR
15.1 It is expressly understood and agreed that SCN and its employees,representative,
agents, servants, officers, contractors, subcontractors,and volunteers shall operate as
independent contractors as to all rights and privileges and work performed under this Contract,
and not as agents,representatives or employees of the City. Subject to and in accordance with the
conditions and provisions of this Contract, SCN shall have the exclusive right to control the
details of its operations and activities and be solely responsible for the acts and omissions of its
employees,representative, agents, servants,officers,contractors, subcontractors, and volunteers.
SCN acknowledges that the doctrine of respondeat superior shall not apply as between the City
and its officers,representatives, agents, servants and employees, and SCN and its employees,
representative,agents, servants, officers, contractors, subcontractors,and volunteers. SCN
further agrees that nothing herein shall be construed as the creation of a partnership or joint
Agreement between SCN and City 10 of Is
enterprise between City and SCN. It is further understood that the City shall in no way be
considered a Co-employer or a Joint employer of SCN or any employees, representative, agents,
servants,officers, contractors, subcontractors,and volunteers of SCN.Neither SCN,nor any
officers, agents, servants, employees or subcontractors of SCN shall be entitled to any
employment benefits from the City. SCN shall be responsible and liable for any and all payment
and reporting of taxes on behalf of itself, and any of employees,representative, agents, servants,
officers, contractors, subcontractors,and volunteers.
17.2 The City,through its authorized representatives and employees, shall have the
sole and exclusive right to exercise jurisdiction and control over City employees. SCN represents
that all of its employees and subcontractors who perform Services under this Contract shall be
qualified and competent to perform the Services set forth herein. The Director reserves the right
to refuse to permit any employee of SCN from providing the Services set forth herein for any
reason,provided that if the conduct of the employee is correctable, such employee shall have
first been notified of his or her objectionable conduct and shall have had the opportunity to
correct it.
SECTION 16.
AMENDMENTS, CAPTIONS,AND INTERPRETATION
16.1 Except as otherwise provided in this Contract,the terms and provisions of this
Contract may not be modified or amended except upon the written consent of both the City and
SCN.
16.2 Captions and headings used in this Contract are for reference purposes only and
shall not be deemed a part of this Contract.
16.3 In the event of any dispute over the meaning or application of any provision of
this Contract,this Contract shall be interpreted fairly and reasonably,and neither more strongly
for or against any party,regardless of the actual drafter of this Contract.
SECTION 17.
GOVERNMENTAL POWERS AND IMMUNITIES
17.1 It is understood that by execution of this Contract,the City does not waive or
surrender any of its governmental powers or immunities.
SECTION 18.
AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES
18.1 By executing this Contract, SCN's agent affirms that he or she is authorized by
SCN or its general partner to execute this Contract and that all representations made herein with
regard to SCN's identity,address, and legal status are true and correct.
18.2 This Contract may be executed in several counterparts, each of which will be
deemed an original,but all of which together will constitute one and the same instrument. A
signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
Agreement between SCN and City 11 of 18
SECTION 19.
SEVERABILITY AND NO WAIVER
19.1 It is agreed that in the event any covenant,condition or provision herein contained
is held to be invalid by any court of competent jurisdiction,the invalidity of such covenant,
condition or provision shall in no way affect any other covenant, condition or provision does not
materially prejudice either SCN or City in connection with the right and obligations contained in
the valid covenants,conditions or provisions of this Contract.
19.2 The failure of either party to insist upon the performance of any term or provision
of this Contract or to exercise any right granted hereunder shall not constitute a waiver of that
parry's right to insist upon appropriate performance or to assert any such right on any future
occasion.
SECTION 20.
FORCE MAJEURE
20.1 Timely performance by both parties is essential to this Contract. However, neither
party is liable for delays or other failures to perform its obligations under this Contract to the
extent the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and
other acts of God,explosions,war,terrorist acts, riots, court orders, and,the acts of superior
governmental or military authority or other similar incidents outside the control of the parties
that renders the performance of this Contract impossible. This relief is not applicable unless the
affected party does the following; uses due diligence to remove the effects of the Force Majeure
as quickly as practicable; and provides the other parry with prompt written notice of the cause
and its anticipated effect. The City may perform functions itself or contract them out during
periods of Force Majeure. Such performance is not a default or breach of this Contract by the
City. If the Force Majeure continues more than sixty(60)calendar days,the Director may
terminate this Contract by giving seven(7) calendars days written notice to SCN without any
penalty to the City.Notwithstanding anything to the contrary, Contractor shall not be relieved
from performing its obligations under this Contract due to a strike or work slowdown of its
employees. Contractor shall employ only fully trained and qualified personnel during a strike.
SECTION 21.
COMPLIANCE WITH LAWS
21.1 This Contract is subject to all applicable federal, state and local laws, ordinances,
rules and regulations, including,but not limited to,all provisions of the City's Charter and
ordinances, as amended.
21.2 If City notifies SCN or any of its officers, agents,employees,contractors,
subcontractors, licensees, volunteers,or invitees of any violation of such laws, ordinances, rules
or regulations, SCN shall immediately desist from and correct the violation.
SECTION 22.
NO BOYCOTT OF ISRAEL
Agreement between SCN and City 12 of 18
22.1 If SCN has fewer than 10 employees or this Contract is for less than$100,000,this
section does not apply. Company 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 Contract,SCN certifies that SCN's signature provides written verification to the City
that SCN:(1)does not boycott Israel; and(2)will not boycott Israel during the term of the Contract.
SECTION 23.
PROHIBITION ON BOYCOTTING ENERGY COMPANIES
23.1 SCN 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 Contract, by signing this Contract, SCN certifies that SCN's signature provides
written verification to the City that SCN: (1)does not boycott energy companies;and(2)will not boycott
energy companies during the term of this Contract.
SECTION 24.
PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
24.1 SCN 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 SCN 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 Contract,by signing this Contract,SCN certifies that SCN's signature provides written verification to
the City that SCN: (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 SCN.
SECTION 25.
ELECTRONIC SIGNATURES
25.1 This Contract 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.
Agreement between SCN and City 13 of 18
SECTION 26.
SOLE AGREEMENT
26.1 This Contract, including any exhibits attached hereto and any documents
incorporated herein, contains the entire understanding and agreement between the City and SCN,
and any lawful assign and successor of SCN, 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 Contract.
IN WITNESS WHEREOF, the City of Fort Worth and the Smart City Networks have
caused this Agreement to be executed and delivered by their duly authorized representatives in
Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH SMART CITY NETWORKS,
a Florida Limited Partnership
By: SCN-GP, LLC,
a Florida Limited Liability Company,
its General P er
06a, _
By:Re inald Zeno(Feb 23,202210:44 CST) By
Reginald Zeno Name: 4�=
Interim Assistant City Manager Title:
RECOMMENDED FOR APPROVAL:
' kLW-L—
By:M ichael E Crum(Feb 23,2022 08:44 CST)
Mike Crum
Director of Public Events
APPROVED AS TO FORM
AND LEGALITY:
Digitally signed by Tyler
ch
Tyler Wallach Date 2022.02.2310,26,26
-06,00,
Tyler F. Wallach
Assistant City Attorney
ATTEST: o
° °Od
J ette 5.600tlall(Feb 23,202211:16 CSr °
Janette Goodall 000 0 2
City Secretary ��� o o.*�d
° d
0000
M&C: NA ���nEXASoAp
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Agreement between SCN and City 14 of 18
EXHIBIT A
I.
Description of Services
A. SCN shall, at its sole cost and expense, provide voice, data, and Wi-Fi communication
services for all Clients and Exhibitors of the FWCC consistent with the standards and practices
common to this industry. The Services to be provided and corresponding rates to be charged are
set forth below and may be adjusted by written agreement of the City and SCN.
Description of Service Type QTY Incentive I Base I Total
1.Internet--Networking Services:(10 Base-T)
a.NetPrerrium(Shared Ethernet Service,1 S1ak Pubic IP address) SE $ 1.100 $ 1,375
b.Additional Public IP Address I Device(NetPrenium)-Max 10 aft akwed IA-W $ 150 s 1a5
c.NelStandard(Shared EtherNAT Service,1 Static Private IP address) NE s 900 $ 1.125
d.Additimal Private IP Addrew I Device(NeISLandard)-Max 10 addl abwed IA SN $ 125 $ 155
a NelBasic(Shared up to 512K111.5My)(1 Privale-DHCP IP,1113whm)-Lintud Dty BE-1.5 $ 795 $ 995
L NetEupress(Shared upio 256Kt1512Ki)(1 Private DHCP IP,1lDevice"And taty BE-512 $ 595 $ 745
9-NetDedicated(Dedicated 1.54 Mbps W51P addresses)-No add IWs mmilable ITS S 3,4% 1S 4,370
IL Ne0edicated Plus(Dedicated 3 Mbps W29 IP addresses) ITS-03 1 1 $ 5k80D 1S 7,375
2.Internet—Networking Services: Equipment
a.Switch Hub Rented a Port —10 Bane-T Isms s 150 s 185
b.Switch I Hub Rental 24 Port —10 Base-T ISWZ4 $ 225 1 $ 280
c.Patch Came(upto50l—Cal Se IPC $ 50 $ 62
3.Voice Services: PBX Service—Dial"9"for an outside line
a.Single lire(no tnshument)(unrestricted Img distance) 1-0 $ 275 $ 345
b.MWi-lina Phone w 11 main Number&1 PAmer fine(unrestricted LD) IML 1 1 $ 415 1 $ S20
4.Voice Services: Dedicated Line(Direct line do not dial"9")
a.Dedicated Like- no Irsbumend urresWcted -Un*ed Cban. DL 1 1 $ 396 $ 4%
5.Voice Services:Special Services
a.Telephake loshurrkent(Single Like,Tduddme)upon request ISLID1
tL Long Distance Reshictims Credit Card I Intl Reshidim)upon JCC 1 IR
8.Special Line Services(For 3 Party Circuit Extensions-Must order circuit from local Bell Co or Other Provider)
a.Analog Extended Pats line limin Domtrc to Booth DP $ 200 $ 250
&DSL Exuded cirarH tack Demarc to Booth HL $ 400 $ 500
a T-1 Extended Data I Telco zirurit torn Demarc to Booth (See T&C 8) T21 Ti $ zwo $ 2,SOo
d DS3 Extended cicW tom Derriere to Both (See T&C 8)T3 $ %W0 $11,2W
e.L.abcr I Floor Work-Fee per hour (See T&C 1) FW S 125 $ 125
f.ISDN M Extended ciuuit frorn Derrnuc to Booth IS (Can 888446-691 t lbr qud hB)
g.Pcirrt-to-loud►Special Eygineukrung I VPN i Web Casting (See T&C 1) VP!MI (Can 888446 M I for quota)
*Voice Services—Additional Service details concerning voice services
1. SCN shall provide rental, activation and accounting of telephones as
requested by Clients and Exhibitors.
2. SCN shall provide full call accounting of international calling.
II.
Delivery of Services
A. Pre-Event Discovery
Agreement between SCN and City 15 of 18
1. SCN shall conduct a pre-Event discovery up to 12 months prior to a scheduled
Event. The pre-Event discovery may include site visits, kick-off meetings, Event
plans, project visualization, and pre-site walkthroughs, and pre-Event meetings to
review each Client's and Exhibitor's needs concerning the Services.
B. Pre-Event Marketing
1. SCN's onsite manager shall initiate contact with Event management within a
reasonable time prior to an Event's scheduled move-in date.
2. Upon receipt of Client and Exhibitor lists from the Client and Exhibitor, SCN's
internal sales team shall initiate marketing and sales efforts to exhibitors and
educate exhibitors on all product and Service offerings, including, but not limited
to,all data, Wi-Fi, and voice support services.
3. SCN shall provide Event organizers marketing kits upon initial site visitation or
upon request to inform and educate the customer about services provided by SCN.
C. Ordering and Production
1. Prior to the start of any individual Event, SCN shall perform the following:
i. Produce completion and status reports for the Services,which shall include,
without limitation,number of orders received,proceed,paid,and the like.
ii. Review floor plans with the general service contractor to coordinate cable
layout with freight movement and carpet installation. The general services
contractor is typically the decorator or company that provides the scaled
diagram of the floor configuration of FWCC exhibit space for an Event.
iii. Provide workforce projections based on actual and estimated Event
volumes through a computer program called AESOP.
iv. Check all materials and inventory levels and order any special cabling or
equipment.
V. Print standard AESOP checklists and labels to be placed on the cables that
connect to the Client and Exhibitor equipment.
vi. Print designation labels for line-cord tagging of all circuits to be distributed
to the exhibitors. These tags contain valuable troubleshooting information,
such as phone numbers, equipment identifiers, and cable pair assignments.
D. Event(Pre, During, and Post)
1. SCN shall ensure that all equipment necessary to fulfill the Services set forth herein
for each Exhibitor and client is properly and timely installed, programmed, and
tested, including, but not limited to, drop lines in appropriate floor or column
locations PBX programming,cabling for small LANs and the like.
Agreement between SCN and City 16 of 18
2. SCN shall be responsible for any and all set-up and tear down associated with the
Services to be provided for each Event, including, but not limited to,the removal
of all drop lines and cabling in floor or column locations,
3. For events with a larger order base, SCN shall maintain a service desk during the
Event's operating hours. Each service desk shall be equipped with remote access
for on-demand information. For all other events,a direct access phone line will be
placed at the service desk for instant assistance.
4. SCN shall conduct quality checks of FWCC floor plans, Event information, and
proper installation of all necessary equipment and infrastructure related to the
Services to be provided hereunder.
5. SCN shall ensure that each piece of equipment is electronically performance-
checked by a remote monitoring system during an Event.
6. Once an Event begins, SCN's representatives shall actively visit the Client and
Exhibitors to ensure that all Services are satisfactory.
7. SCN shall electronically monitor all internet access during an Event.
8. SCN shall be responsible for coordinating with any carrier and internet service
provider for problem resolution of any internet access and any related network
problems.
9. SCN shall assist Clients and Exhibitors with interface or configuration problems
such as IP addresses, DNS names and cable configurations for internet access up
to the demarcation point.
E. Billing, Invoicing, and Collection
1. SCN shall be responsible for all billing, invoicing,and collection activities for any
Services to Clients and Exhibitors of the FWCC pursuant to the terms of this
Agreement.
2. SCN shall ensure that all payments for the Services provided pursuant to this
Agreement are received by SCN from the Clients and Exhibitors prior to providing
any such Services.
F. Follow-up
1. At the close of each Event, SCN shall conduct surveys to rate the customers overall
satisfaction with the Services provided, including, but not limited to, technology
and capabilities.
G. On oin Obligations of SCN
Agreement between SCN and City 17 of 18
1. SCN shall be responsible for developing an order form for all of the Services to be
provided hereunder and issuing receipts to all Clients and Exhibitors for Services
rendered. The order form and any revisions thereto are subject to the prior approval
of the Director.
2. SCN shall provide and maintain all routers and Ethernet switches and voice
wiring infrastructure sufficient to carry out the Services to be provided hereunder.
3. SCN shall coordinate any and all special access arrangements from providers.
4. SCN shall clean up and maintain all meeting wail data and voice jacks and exhibit
hall wiring in the FWCC
5. SCN shall work closely with the Director in the performance of any Services and
related tasks reasonably required by the Director in order to fulfill the intent of this
Contract.
6. SCN shall dedicate a full-time general manager on-site at the FWCC as well as
adequate staff to ensure that the Services set forth herein are carried in to the highest
industry standards.
Agreement between SCN and City 18 of 18