HomeMy WebLinkAboutContract 58211 CSC No. 58211
FORT WORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"),a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager,and Locution Systems,Inc. ("Vendor"), a Colorado C
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. Vendor hereby agrees to provide the City with Locution software
PrimeAlert/CADVoice FSA System Maintenance and Locution hardware and software("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 the date sigend by the Assistant City Manager below
("Effective Date") and expires on October 31, 2023 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term"). City will have the option, in its sole discretion, to renew
this Agreement under the same terms and conditions, for up to four(4) one-year renewal option(s) (each a
"Renewal Term").
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 One Hundred Thousand and 00/100 Dollars
($100,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City will not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
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
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
OFFICIAL RECORD
Vendor Services Agreement
CITY SECRETARY
FT. WORTH, TX
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 parry without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained 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 sectre
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. Ri2ht 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
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
Vendor Services Agreement Page 2 of 20
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 PROPERTY LOSS, PROPERTY DAMAGE 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
ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORSS,
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSAND
AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMANDAGAINSTANYAND ALL CLAINLS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE ORLOSS(INCL UDINGALLEGEDDAMAGE ORLOSSTO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY,INCLUDINGDEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENTA CIS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS,OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Vendoragrees 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 willfully 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 expenseswill not
eliminate Vendor's duty to indemnify City under this Agreement.If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement orcompromise,such use is materially adversely
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restricted,Vendorwill,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 ofthe 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 seekany and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement
Vendor 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:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
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Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors &Omissions): ❑ Applicable ❑ N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers 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-VH
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.
It Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
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comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITYAND TO INDEMNIFYAND DEFEND CITYAND 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 Locution Systems,Inc.
Attn: Assistant City Manager Glenn Neal, President
200 Texas Street 1626 Cole Blvd., Suite 250
Fort Worth, TX 76102-6314 Golden, CO 80401
Facsimile: (817) 392-8654
Facsimile: (303) 384-9014
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
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Agreement, venue for such action will he 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 Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control including, but not
limited to, compliance with any 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 apart 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 the Exhibits.
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. Immi2ration Nationality Act. Vendormust verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (1-9). Upon request by City, Vendor will provide City with copies of all 1-9
Vendor Services Agreement Page 7 of 20
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 CITYAND HOLD CITYHARMLESS 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.
26. Ownership of Work Product. 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. Chan2e 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 Boycott ofIsrael. 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 Israef'
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. Prohibition onBoycottin2EnerTy Companies.Vendor acknowledges that inaccordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2,
Vendor Services Agreement Page 8 of 20
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,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement.
31. Prohibition onDiscriminationA2ainst Fire arm and Ammunition Indus the s.Vendor
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,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. 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.
33. 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 agreementis hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 9 of 20
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
ydil responsible for the monitoring and administration of
By: Vale rie,Washington(Oct 10,202211:27 CDT) this contract,including ensuring all performance and
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Date: Oct 10, 2022
By: Steven Vandever(Oct 5,202208:00 CDT)
Name: Steven Vandever
APPROVAL RECOMMENDED: Title: Sr.IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY-
By:
Name: Kevin Gunn
Title: Director,IT Solutions Department By:
Name: Taylor C.Paris
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
4� S O�OtAdhG M&C: N/A
By: J Ett10,202214:17CDT) Form 1295•N/A
Name: Jannette S.Goodall
,oaf FORT a
Title: City Secretary �1��o°°° °°°'O d
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Location Systems,Inc.: �EXp`��a4p
By: /k-'� 'k
Name: Glenn e
Title: President
Date: 10/3/2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 20
EXHIBIT A
SCOPE OF SERVICES
LOCUTION SYSTEMS,INC.
FIRE DISPATCH SYSTEM MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT is made as of Nov.1 20 22 by and
between:
LOCUTION SYSTEMS,INC., CITY OF FORT WORTH
(herein"Locution") (herein"Customer")
1626 Cole Blvd.,Suite 250 Information Technology Solutions
Golden,Colorado,80401 275 W 13th Street
Telephone(303)301-7300 Fort Worth,TX 76102
Fax(303)384-9014
This Agreement sets forth the terms and conditions under which Locution will
support and maintain certain computer software for Customer.In consideration of the terms
and provisions set forth in this Agreement,the parties agree as hereinafter provided.
A. Recitals. Locution has developed the Locution Fire Station Dispatch System and related
Hardware and computer Software programs(the"System").
1. Definitions. Some terms in this Agreement are defined when first used or as hereinafter
set forth in the following subparagraphs for convenience.
1.1. 'Audio Database"or"Database"means the Software Audio Database containing
audio and tone files.
1.2. 'Hardware"means computers,terminals,peripherals and other equipment that are
required to operate the System for its intended purpose and are provided by Locution in the
Statement of Work.
1.3. 'Hardware Error"means a verifiable or reproducible malfunction in the Hardware
which reduces the usability of the Hardware and hinders it from being used by Customer.
1.4. "Software"means the computer programs developed and licensed by Locution to
Customer pursuant to Locution Software License.
1.5. "Software Error"means a verifiable or reproducible malfunction in the Software
which reduces the usability of the Software and hinders it from being used by Customer.
1.6. "Third Party Software" means such computer software, subroutines, operating
systems,platforms or programs, development tools and the like which are necessary for the use
and operation of the Software or which are incorporated in the Software,where the ownership of
Locution Systems, Inc. — Maintenance Page 1 of 8 REV:AUG 2020
Vendor Services Agreement Page 11 of 20
or proprietary rights to such software are vested in third parties and such software is used by
permission or license from said third parties. These are subdivided into Operating Systems,Third
Party Software Drivers,and Third Party Software Applications as defined below.
1.6.1. "Operating Systems"means computer software operating systems, either
Linux or Windows,required for operation of the Hardware.
1.6.2. "Third Party Software Drivers",means computer software drivers required
for the operation of the System.
1.6.3. "Third Party Software Applications'; whether in service or non-service
form,means third party software which are required for the use and operation of the Software or
which are incorporated in the Software.
1.7. "Warranty Period" means a period of one (1) year following Customer's final
acceptance of the System.
2. Maintenance Fee. Customer shall pay Locution the total maintenance and support cost for
the First Year Following Warranty Period as set out below at the end of the Warranty Period and
subsequent maintenance and support costs as set out below will be paid on the anniversary date
thereof.All fees herein are exclusive of taxes,duties and other governmental imposts.
2.1. Out-of-Pocket Costs. In addition to the fee and other charges set forth herein,
Customer shall reimburse Locution for its reasonable out-of-pocket costs if travel to the
Customer's site is required by the Customer so long as Customer has pre-approved such costs.
This includes transportation, meals, lodging and shipping costs when Locution is assisting
Customer. Locution will invoice Customer monthly for such costs. Refer to paragraph 4.
2.2. Renewal Fee Increases. If Customer and Locution agree to a renewal of
maintenance and support services extending beyond Year 1,then Locution reserves the right to
increase the prices to its then-current rates for similar services.
3. Maintenance Coverage-Responsibilities of Locution. Locution,for the charges and fees
set forth herein, shall maintain and support the System as herein described to promote the
reasonable operation of the System in accordance with the technical specifications, software
licenses,and any enhancements to the System.
3.1. Hardware and Software Support. Hardware Support is described in subparagraph
3.2 below. Software Support is described in subparagraphs 3.3 and 3.4 below. This
Software Support is in addition to the Audio Database updates described in paragraph 6.
3.2. Description of Support—Hardware. During the tern of this Agreement,Locution
will correct or fix any problems or failures occurring with the Hardware. Such support will be
provided after Customer has identified any Hardware Error and notified Locution thereof in
accordance with Locution's reporting procedures. The Hardware includes computers, Station
Control Unit, hitelligent Audio Switch, Programmable Logic Relay, Reader Board, and the
Locution Enclosure. The computers are warranted through the manufacturer for the Customer.
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Vendor Services Agreement
Locution will handle logistics of repairing or replacing the computers without any cost to
Customer. Notwithstanding Locution's Terms and Conditions, the computers are initially
warranted for three years from the date of purchase. Any computer failures that occur after three
years are not covered by this Maintenance Agreement and will require the replacement of the
computer by the Customer.Upon Customer's request and as part of this Agreement,Locution will
supply assistance with reloading any Software on replacement computers.
3.3. Description of Support—Software. During the term of this Agreement, Locution
will correct Software Errors or circumvent Software Errors on atemporary basis while a permanent
resolution can be provided by Locution. Such support will be provided after Customer has
identified any Software Error and notified Locution thereof in accordance with Locution's
reporting procedures. This includes changes to the Software that are made necessary by CAD
upgrades that meet the specifications in the Locution APL Should a Software Error be reported on
a system that has non-Locution-validated Third Party Software running on the System,Locution,
at its discretion, may require that the Software Error be duplicated on the system with the non-
Locution-validated software either removed or put into a non-operating state.Third Party Software
presently validated by Locution includes Microsoft Office,Norton Anti-virus,Adobe PDF Writer
(which must be set up to not create PDF files during normal system operation), and AVG Anti-
virus software. The latest list of validated Third Party Software can be obtained from Locution.
3.4. Description of Support—Third Party Software. Operating Systems are excluded
from the coverage of this Agreement, though Locution warrants that it will make its Software
compatible with the Operating System within one year of any necessary change required for such
Operating System. A necessary change required for an Operating System is defined as one that
results from either a change to the Operating System where the prior version of the Operating
System will no longer be supported by a third party vendor or a change to an Operating System
that causes an incompatibility with the operation of the Hardware or the Software. Third Party
Software Drivers and Third Party Software Applications, are excluded from the coverage of this
agreement.
3.5. Reporting of Defects. Locution serves as the single source to address all defects in
the System. Customer may report defects to Locution by telephone, e-mail, or other means,
provided that all defects which require immediate attention are first reported bytelephone. Notice
of Defects need not be in writing, and are effective when first received by Locution. Customer
may not be required to follow up in-person,telephone,e-mail or fax notices of defects with a hard
copy by mail or other means.
3.6. System Telephone Support. Locution will provide both regular hour and 24/7
support.Locution will provide regular hour Support to Customer's case calls during the periods of
9 am to 5 pm,Mountain(Denver,CO)Time,Monday through Friday,excluding New Year's Day,
Memorial Day,July 4th,Labor Day,Thanksgiving Day,Christmas Eve after 2 pm,or on Christmas
Day. Regular hour support will be provided by a technician or programmer, depending on the
nature of the request from Customer. Customer should call Locution's main number,
303-301-7300 or the direct phone number of the support individual currently supporting Customer
if this is known to Customer. Locution will also provide after-hour Support to Customer's case
calls on a 24 hour, 365 day a year basis. Customer should call Locution's support number,
888-403-0373. After-hour support will be provided by a technician or programmer. Customer
shall call the toll free 24/7/365 support line to obtain this after-hour support.
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3.7. Customer's Assistance. Customer agrees to provide Locution with memory dumps
and diagnostic reports, as reasonably requested, and with sufficient support and test time on
Customer's computer system to duplicate the Software Error, certify that the problem is with the
Software,and to certify that the Error has been fixed.
3.8. Customer's Errors. If Locution discovers any Errors which are a result of a
Customer error,Locution will give notice of such discovery to Customer.Customer may then halt
Locution's correction efforts or authorize Locution to continue service or correction of difficulties
or defects traceable to Customer errors at Customer's expense at Locution's standard time and
material rates for support services. In the event Locution or a representative of Locution provides
on-site support, Customer shall provide Locution with reasonable access, without charge, to
Customer's facilities, appropriate personnel, and any other information reasonably requested by
Locution so as to enable Locution to provide services, provided that Customer can do so at no
significant cost to Customer.
4. Site Visits. Any Locution site visits requested by the Customer during the term of this
Agreement will be billed separately at time and materials charges as follows: Site visits will be
conducted by a Locution software engineer or technician. Costs charged to the Customer for site
visits will include on-site support charges of$960 per day per engineer,plus transportation to and
from the Customer Site and reasonable out-of-pocket costs including meals and lodging; all of
which have been pre-approved by Customer.
5. Replacement ofDefective Components. Locution will troubleshoot the System and
determine when a System component needs to be physically replaced. The physical replacement
of defective components will be done by Customer.Locution will troubleshoot and communicate
to Customer which component or components need to be replaced.The replacement of said
components will follow the following process:
• Customer will remove defective components from the System on Locution's
troubleshooting advice.
• Customer will ship the components to Locution.Locution may pay shipping costs on
request by Customer(via a Call Tag through FedEx).
• Locution will ship a replacement component overnight,or otherwise,depending on the
Severity Level of the issue and the existence of spares at the Customer's premises.
6. Audio Database Updates. Regular Audio Database updates will be performed by Locution
during the term of this Agreement.This Agreement provides up to atotal of twelve Audio Database
updates per year on an as needed basis.
6.1. New Audio Files. Database updates comprise of adding new audio and tone files
to the Audio Database. An update will be required to accommodate the addition of any tones or
new audio supplied by Locution.Customer may create its own tone files and place them in service
without having to engage Locution for assistance or Customer may engage Locution for assistance
in updating audio tones.A total of 250 unique items in any existing Database category are allowed
per update. Typical examples of a Database category are incidents, street names, and common
place names.
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6.2. Delivery of Configuration and Audio Tone Files. Locution provides new
configuration files and/or tone files to the Customer via its FTP site or via CD/DVD shipment
from Locution.
6.3. Customer Audio Tone File Synchronization. The Customer will move newly
required tone files onto the main server computer and then synchronize the station computers
housing the Software using synchronization software provided by Locution for this purpose.
6.4. Time for Service. Total turnaround time for the first two subparagraphs in this
section is five to ten business days,typically.
7. Configuration Updates. "Configuration updates"for the System are defined as an update
to any existing configuration file whether on central server or station computer.
8. Software Upgrade Procedures. Locution shall constantly upgrade the Software. As part
of this Agreement,Customer may upgrade to any new official installer Software release produced
by Locution. Locution releases new official installer versions every one to two months. Official
releases include bug fixes, increased capabilities and improvements, or both bug fixes with
increased capability and improvements. Locution will provide the Customer with Software
upgrades via FTP site download or CD/DVD mailing.
9. Excluded Services. In addition to any excluded items described above the following
services are outside the scope of this Agreement and if performed by Locution will be billed to
Customer at Locution's then-current rates:
9.1. Unauthorized Maintenance. If other than Locution performs repairs or
maintenance on the Software,then any costs in labor or parts incurred by Locution to remedy such
unauthorized repairs shall be paid by Customer.
9.2. Consumables. Consumables,such as ribbons,batteries,magnetic media,toner and
toner cartridges.
9.3. Limitations on Support. Customer acknowledges and agrees that Locution is not
responsible for assisting in problems that are not directly related to the performance of the System
or Software.Locution may elect to provide assistance to Customer on other matters and will notify
Customer in advance of charges therefore,if any.
10. Support Response Time. Locution agrees to respond to the Customer asset out below.
10.1. Designated Call Number. Customer must call the designated phone number or
numbers for Locution assistance(see paragraph 3.6).
10.2 Severity Levels i Response Times and Resolution Times. Locution will comply
with the response times,resolution time and resolution procedures set forth in this section for
each of the priority levels of problems described herein. Customer shall assign an initial priority
level for each problem reported,either orally or in writing,based on the conditions described
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Vendor Services Agreement
below. Locution will work with Customer to upgrade or reduce the level of a particular problem
to a different priority level,if after examining the problem there is reason to do so.
Notwithstanding the foregoing,Locution may not upgrade or reduce the level of priority of a
particular error to a different priority without Customer's consent,which consent may not be
unreasonably withheld.
Priority One Priority One applies if the problem could:
Critical
• Prevent the accomplishment of an operational or
mission essential function,OR
• Cause loss of data or data corruption,OR
• Causes the interruption of normal operation of other
systems,hardware or software preventing the
accomplishment of an operational or mission essential
function.
Response Time • Immediately after notification,if the problem is
reported during Regular Hours
• Within one hour of notification,if the problem is
reported after Regular Hours.
• If on-site repair is required,Locution will coordinate
the repair with the customer or a local installer within
the next business day.
Resolution Time • Within 12 hours after the problem is first reported by
Customer,if no on-site repair is required.
• Within 72 hours,typically,if on-site repair is required.
Priority Two Priority Two applies if the problem could:
• Adversely affect(but not prevent)the accomplishment
of an operational or mission essential function,and no
workaround is available,OR
• Increase technical risk or increase costs associated with
the life cycle and support of the system, and no
workaround is available.
• Priority Two problems include aborts, but not loss of
data or data corruption.
Response Time • Within four hours of notification, if the problem is
reported during Regular Hours.
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Vendor Services Agreement
• Within four hours of the start of the neat business day
after notification, if the problem is reported after
Regular Hours.
• If on-site repair is required,Locution will coordinate the
repair with the customer or a local installer within the
next two business days.
Resolution Time • Within three business days after the problem is first
reported by Customer,if no on-site repair is required.
• Within five business days,typically, if on-site repair is
required.
Priority Three Priority Three applies if the problem could:
• Adversely affect(but not prevent)the accomplishment
of an operational or mission essential function, but a
workaround is available,OR
• Increase technical risk or increase costs associated with
the life cycle and support of the system, but a
workaround is available.
• Priority Three problems do not include aborts or loss of
data or data corruption.
Response Time • Within one business day of notification, if the problem
is reported during Regular Hours.
• Within two business days of notification,if the problem
is reported after Regular Hours.
Resolution Time • Within 20 business days after the problem is first
reported by Customer.
Priority Four • Any problem related to the System which does not fall
Minor within Priority One,Two or Three
Response Time Within two business days of notification,if the problem
is reported during Regular Hours.
• Within three business days of notification, if the
problem is reported after Regular Hours.
Resolution Time • Resolution within the next two new software releases.
Response times set forth in the preceding chart will not apply to any delays that Locution cannot
reasonably prevent(such as airline scheduling,delays caused by weather,etc.).
11. Subcontractors. Locution shall not retain any subcontractor with respect to maintenance
and support without the prior written approval of Customer. Locution shall be responsible for the
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Vendor Services Agreement
payment of any subcontractor retained by it with respect to maintenance and support. Locution
shall co-ordinate all subcontractors retained by it and shall ensure that such subcontractors comply
with all relevant requirements of the Agreement. The use of any subcontractor for any portion of
maintenance and support will not relieve Locution of its obligations under the Agreement.
Acceptance
Signatures below accept this Maintenance Agreement.
trL/1J94Z 9/15/22
Gl nn Neal,President Date Representative for Date
City of Fort Worth
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Vendor Services Agreement
Maintenance Services
Locution Systems,Inc.
1626 Cole Blvd Renewal Quote
Suite 250 Customer No.: FORTW FORTW
Golden,CO 80401 -
Quote No.: 122428
Bill To: Information Technology Solution!Ship To: Information Technology Solutions
IT Solutions-ERP IT Solutions-Zipper Building
275 W 13th Street 275 W 13th St.(2nd Floor)
Fort Worth,TX 76102 Fort Worth,TX 76102
Data Ship Via F.O.B. Terms
09/07/22 Best Method Destination Net 30
Quote Date Sales Person Our Order Number
Renewal 09/07/22
Quantity Item Number Description Unit Price Amount
Required Shipped Remaining
PrimeAlert/CADVoice
FSA System Maintenance
Period:11/1/22-10/31/23
Consists of Maint/Srvcs for:
1 1 CADVoice Audio DB(Basic) 558.00 558.00
1 1 CADVoice Server 1123.00 1123.00
1 1 CADVoice Supervisor 1401.00 1401.00
1 1 CADVoice Radio 2245.00 2245.00
1 1 CADVoice Audio DB(Adv) 10116.00 10116.00
1 1 Interface to CAD 1124.00 1124.00
Station Hardware&Software:
47 47 CADVoice Fire Client 236.00 11092.00
1 1 Control Panel,Core 379.00 379.00
46 46 Station Control Unit(SCU) 49.00 2254.00
47 47 Intelligent Audio Switch 35.00 1645.00
46 46 Relay PLC 78.00 3588.00
1 1 Door Bell 28.00 28.00
46 46 LED Reader Board(HAW Only) 43.00 1978.00
1 1 Night Vision Illuminator 19.00 19.00
1 1 Strobe Light 11.00 11.00
1 1 Thermal Printer 147.00 147.00
1 1 Annual Escrow Fee 2500.00 2500.00
Invoice Subtotal 40208.00
Invoice Total 40208.00
Vendor Services Agreement
EXHIBIT B
PAYMENT SCHEDULE
After the City cre ate s a Purchase Order to Locution Systems,Inc.for annual maintenance or
additional Locution hardware/software,an invoice maybe submitted and will be processed for
payme nt Ne t M.
Vendor Services Agreement Page 20 of 20