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HomeMy WebLinkAboutContract 59718CSC No. 59718 ADDENDUM TO MASTER SERVICE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CONVEY911 This Addendum to the Master Service Agreement ("Addendum") is entered into by and between Convey911, LLC ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Master Service Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Master Service Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City (the "Effective Date") and shall expire on June 30th, 2024 (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for four (4) one- year renewals at City's option, each a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other parry with 30 days written notice of termination. b. Breach. If either parry commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. 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 the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of OFFICIAL RECORD Addendum CITY SECRETARY Page 1 of 24 FT. WORTH, TX any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions Addendum Page 2 of 24 against the City pursuant to this section 8, Vendor shall 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 shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the 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 the City for infringement arising under the Agreement, the City shall 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 shall fully participate and cooperate with the 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, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 8. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry Addendum Page 3 of 24 out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 10. Confidential Information. 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. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall 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. 11. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 12. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 13. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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 Addendum Page 4 of 24 contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 14. Ri2ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. 15. Prohibition on Bovcottin2 EnerQv Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 16. Prohibition on Discrimination Aizainst Firearm and Ammunition Industries. 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 Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Addendum Page 5 of 24 17. Network Access. a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 18. Insurance. 1.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1.1.1. Commercial General Liability: 1.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coveraee in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability (Errors & Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or Addendum Page 6 of 24 1.1.3.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 1.1.3.3. Coverage shall include, but not be limited to, the following: 1.1.3.3.1. Failure to prevent unauthorized access; 1.1.3.3.2. Unauthorized disclosure of information; 1.1.3.3.3. Implantation of malicious code or computer virus; 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 1.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 1.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 1.1.3.3.7. Any other insurance as reasonably requested by City. 1.2. General Insurance Requirements: 1.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, Addendum Page 7 of 24 officials, agents, and volunteers in respect to the contracted services. 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 1.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 1.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. (signature page follows) Addendum Page 8 of 24 ACCEPTED AND AGREED: CITY: City of Fort Worth 7—+ - By: Name: Fernando Costa Title: Assistant City Manager Date: J U l 5, 2023 Approval Recommended: By: RobertRobert ll 5,202315:18 CDT) Name: Robert A. Alldredge Jr. Title: Executive Assistant Chief X ! oQR�ry Attest: P j6 °° 0 bo Pv� o=C ° o ac By: Name: Jannette Goodall Title: City Secretary VENDOR: CONVEY911, LLC • By: U4*1 Name: Lisa Reagan Title: Founder, President Date: 6/28/2023 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Loraine Coleman Title: Administrative Services Manager Approved as to Form and Legality: By: 5� Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 9 of 24 �CONVEY911 Master Service Agreement Convey911 0 . Ft. Worth Police Department Addendum Page 10 of 24 SOFTWARE LICENSING AGREEMENT This Software Licensing Agreement ("Agreement") is made on, 07/01/2023 the ("Effective Date") by and between: CONVEY911, LLC located at 1115 ELM RIDGE AVE BALTIMORE, MD 21229, herein after referred to as "CONVEY911, LLC", AND THE Ft. Worth Police Department, hereinafter referred to as "LICENSEE". Recitals WHEREAS, CONVEY911, LLC desires to provide, and LICENSEE wishes to receive, a license to use CONVEY911 Software as more specifically described in Appendix 1 (the "Software"). NOW, THEREFORE, in consideration of the conditions and covenants set forth hereinafter, it is agreed: 1. Term of The Agreement (a) Term. The term ("Term") of this Agreement shall commence upon the Effective Date of 7/1/2023 and shall expire 6/30/2023. (b) Termination. The Term is subject to termination according to Section 12. 2. License Grant; Restrictions on Use (a) License. Subject to the terms and conditions set forth in this Agreement, so long as LICENSEE is not in breach of any of the terms of this Agreement (including all Appendices attached hereto), CONVEY911, LLC grants to LICENSEE a non-exclusive, non -transferable, access to use CONVEY911, LLC Software during the term, for the purpose specified in Section 2(b), and with the number of user lines ("User Lines') that are specified in Section 9. The Software shall be supplied to LICENSEE in a Software as a Service web -based environment located here www.convey911.com and with unlimited users' access. (b) Purpose. The Software is being licensed to LICENSEE for the sole and limited purpose of the delivery of text information during calls for service to the computer aided dispatch callers who have verbally opted into receiving text notifications or to town employees who have verbally opted -in to receiving text notifications and only in connection with LICENSEE's police, fire, or EMS activities. LICENSEE and its employees are solely responsible for determining which calls for service would be appropriate for the use of the software. LICENSEE shall not use the Software for any other purpose whatsoever. LICENSEE shall not use Convey911 for dispatching or any correlated Addendum Page 11 of 24 dispatching activities. The Software shall be used only by employees of LICENSEE. CONVEY PUBLIC SAFETY SUITE is used for simple communications and translation in real time only. (c) Restrictions. LICENSEE shall not (i) make a copy of the Software; (ii) permit any third party, other than LICENSEE'S employees and consultants who have written authorization by the LICENSEE to use the Software; (iii) delete (or permit to be deleted) any identifying marks, copyright or proprietary notices of Convey911, LLC from the Software; (iv) translate, decompile, create, or attempt to create (by reverse engineering or otherwise) the source code from the object code of the Software; (v)adapt, modify, or alter the Software in any way; or (vi) use the Software (or any part of the Software) to create a derivative work. (d) Records. LICENSEE should submit letters of preservation to subscribers' cellular providers if evidence is needed to be retrieved for investigations or court matters. Convey911, LLC will provide a record of text transmission to be downloaded from "Responder Connect Live." (e) Translator: Convey911, LLC is providing the "Translate" option to assist the LICENSEE in conversing with citizens in languages other than English. Convey911, LLC cannot translate all types of languages and dialects, and therefore may not provide an exact translation. Anyone relying on the Translator function does so at his or her own risk. Convey911, LLC does not make any promises, assurances, or guarantees as to the accuracy of the translations provided. Convey911, LLC and its officers, employees, and/or agents shall not be liable for damages or losses of any kind arising out of, or in connection with, the use or performance of such information, including but not limited to, damages or losses caused by reliance upon the accuracy of any such information, or damages incurred from_ the viewing, distributing, or copying of such materials (f)Title and ownership rights to the Software (and any derivatives including, without limitation, all copies and passwords, and all rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights inherent therein and/or appurtenant thereto) are, and shall remain, the sole and exclusive property of CONVEY911, LLC. CONVEY911, LLC reserves all rights not expressly granted to LICENSEE in this Agreement. CONVEY911, LLC shall remain the exclusive owner of all of CONVEY911, LLC pre-existing technologies, tools, methodologies and processes, including any modifications or enhancements developed thereto, and CONVEY911, LLC shall retain the right to use all ideas, concepts, know-how and techniques developed by CONVEY911,LLC. LICENSEE shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Software or any derivatives. Addendum Page 12 of 24 4. Confidentiality (a) Definition. "Confidential Information" means the Software and any other information (whether printed, digital, and in any medium) provided by CONVEY911, LLC to LICENSEE. (b) Degree of Care. LICENSEE shall permit access to the Software only by those of its employees who have a need to know in connection with the License. LICENSEE shall not sell, transfer, publish, disclose, display or otherwise make available any portion of the Software to others, or permit others to access the Software. LICENSEE shall secure and protect the Software in a manner consistent with the maintenance of CONVEY911, LLC's rights therein, and in accordance with the terms of this Agreement, and to take appropriate action by instruction or agreement with its employees who are permitted access to the Software to satisfy its obligations according to this Agreement. LICENSEE shall cooperate with and assist CONVEY911, LLC in identifying and preventing any unauthorized use, copying, or disclosure of the Software. Without limitation of the foregoing, LICENSEE shall give notice to CONVEY911, LLC immediately in the event LICENSEE learns (or has reason to believe) that any person has violated (or intends to violate) the confidentiality of the Software or the proprietary rights of CONVEY911, LLC. LICENSEE will, at LICENSEE's sole expense, cooperate with CONVEY911, LLC in seeking injunctive or other equitable relief against any such person. LICENSEE agrees to maintain the confidentiality of the Software using not less than the same care as LICENSEE uses to maintain the confidentiality of LICENSEE's own most confidential information. (c) Remedies. LICENSEE acknowledges that the disclosure of any aspect of the Software or any other Confidential Information, or any information which at law or equity ought to remain confidential, shall immediately give rise to continuing irreparable injury to CONVEY911, LLC that is not adequately compensable in damages at law. CONVEY911, LLC shall be entitled to obtain immediate injunctive relief against the breach (or threatened breach) of any of the foregoing confidentiality undertakings (without the necessity of posting of a bond), in addition to any other legal remedies which may be available. LICENSEE hereby consents to the issuance of an order granting injunctive relief. 5. Hardware; Operating Systems (a.) LICENSEE is solely responsible for (i) acquiring and installing any hardware or software ("Equipment") necessary for LICENSEE to operate the software and proper operation of the Software on the Equipment in conjunction with LICENSEE's operating system and server software. CONVEY911, LLC has the right to examine Addendum Page 13 of 24 the Software at LICENSEE's business premises upon reasonable notice at any time during the Term. 6. Limited Warranty (a) Scope. Convey911, LLC warrants that for ninety (30) days from the date rollout of the Software ("Warranty Period"): (i) the Software's functionality will substantially conform to the Functionality Description of the Software as specified in Annex 1 ("Functionality Description"), and (ii) the digital or electronic media upon which the Software is distributed are free from defects in materials and workmanship. (b) Limitations. Convey911, LLC shall not be responsible for failure of the Software to function according to the Functionality Description, if the failure results from LICENSEE's use of the Software with other software or hardware. Convey911, LLC does not warrant that: (i) the use of the Software will be uninterrupted or error free; (ii) the Software will meet LICENSEE'S needs beyond the scope of the Functional Description. (c) Defects. Any claim that the Software fails to function in accordance with the Functionality Description (a "Defect") shall be made within the Warranty Period by providing written notice specifying the particulars and details of the purported defect. (d) Disclaimer. This is a limited warranty. This is the only warranty made by Convey911, LLC expressly disclaims, and the LICENSEE hereby expressly waives, all warranties (expressed or implied) including (without limitation) warranties of title, warranties of merchantability, warranties of fitness for a particular purpose, and warranties as to any results to be obtained from Amy use of the software (or information derived therefrom). 7. Limitation of Liability (a) No Responsibilitv for Third -Party Software and Equipment. CONVEY911, LLC makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of any third -party software or equipment, including their ability to integrate with the software, CONVEY911, LLC shall have no liability for any third -party software or equipment. (b) Allocation of Risk. CONVEY911, LLC shall have no liability with respect to its obligations under this agreement (or otherwise) for consequential, exemplary, special, indirect, incidental, or punitive damages (including lost profits), even in if it has been advised of the possibility of such damages. This limitation applies to all causes of action or claims in the aggregate, including (without limitation) breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts. Both parties understand and agree the remedies, expulsions and limitations set forth in this agreement allocate the risks of production non -conformity between the parties as Addendum Page 14 of 24 authorized by the uniform commercial code and / or applicable laws. The license reflects, and is sent in reliance upon, this allocation of risk and the exclusion of consequential damages and limitations of liability set forth in this agreement. (c) Special Condition. CONVEY911, LLC shall have no liability to LICENSEE for any reason whatsoever if, at the time, the alleged liability occurred, and an Agreement was not in effect. (8) Indemnification (a) LICENSEE agrees to indemnify CONVEY911 and its officials, employees, agents, and affiliates from and against any and all losses, suits, damages, claims, and expenses, including reasonable attorney's fees and costs, arising out LICENSEE negligent or intentional acts or omissions in connection with the use of the software. 9. License Fee and Payment (a) UNLIMITED PUBLIC SUITE PACKAGE: LICENSEE shall pay the total fee in the amounts, and on the terms, specified in section (Appendix 2). (b) Users (Unlimited) (c) Messages and users (Unlimited) / Translation / Storage / porting of existing 10 digit land -line phone number that is being currently used by the department and an additional 10 digit phone number for other administrative purposes. (d) Convey911 Connect — Field App and Convey911 Connect Dispatch Language Line — provide access to over 22,000 certified public safety and nationally certified translators. (e) Z-Axis — Ability to locate citizens vertically e.g., 3rd floor. (f) RapicISOS Integration Point, for single sign on use of Convey911 in the RapicISOS portal for dispatch. (g) Total payment is due within 30 days of installation of the software and acceptance by the LICENSEE confirming that the software's functionality conforms to the Functionality Description forth in this Agreement and Appendix 1. 10. Licensing Quantities (a) User Licenses. Subject to the terms of this Agreement, the number of User Licenses granted by CONVEY911, LLC to LICENSEE is Unlimited User Licenses. 11. Maintenance Agreement LICENSEE may purchase additional onsite training at any time for $1,000.00 a day in Addendum Page 15 of 24 2024 and beyond. 12. Termination (b) Breach. Both parties shall have the right to terminate this Agreement if either party breaches any provision of this Agreement, or such breach continues for more than thirty (30) days after the either party is notified in writing of such breach. (c) Termination Without Cause. Either party may terminate this Agreement for any reason or no reason upon 30 days' notice to the other party. (d) Effect of Termination. Upon expiration or termination of this Agreement the License (and all other rights, and licenses and privileges granted to LICENSEE in this Agreement) shall immediately and automatically terminate. Within 30 days after termination, CONVEY911, LLC, shall disable LICENSEE's user account and supply a certification to LICENSEE certifying to such. In the event that this Agreement and the License granted to LICENSEE herein is termination prior to expiration of this Agreement, LICENSEE shall be required to pay only for that portion of time which the software was used and the License was in effect. 13. Survivability All provisions of this Agreement relating to CONVEY911, LLC's proprietary rights, disclaimers, and limits of liability or duty, confidentiality, non -disclosure, LICENSEE's actions upon termination, payment of License Fees, shall survive the expiration or the termination of this Agreement for any reason. 14. General Provisions a. Assignment and Sub -licensing. LICENSEE shall not assign this Agreement or sub -license the Software or the License. Any attempt to sub -license, assign, or transfer the Software, the License, or any other rights granted in this Agreement, shall be null, void, and of no legal force or effect. b. Licensee Identification. CONVEY911, LLC may use the name of and identify of LICENSEE as a customer in advertising, publicity, or similar materials distributed to prospective customers only with the prior written consent of Licensee. c. Force Maieure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control. The foregoing provision shall not be construed to relieve LICENSEE of its obligation to make payments due under this Agreement. d. Binding Effect; Benefits. This Agreement will be binding on, and inure to the benefit of, the parties (and their respective successors and assigns). e. Invalid Provisions. If a provision of this Agreement is ever held by a court having competent jurisdiction to be illegal, invalid, or unenforceable, and if the rights or obligations of any party Addendum Page 16 of 24 under this Agreement will not be materially and adversely affected, (a) the provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision, or by its severance, and (d) in lieu of the illegal, invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. f. Entire Agreement. This Agreement constitutes the entire agreement among the parties, and supersedes all previous agreements between the parties relating to its subject matter. No amendment or modification of this Agreement will be deemed effective unless signed in writing by both parties. g. Governing Law; Jurisdiction; Venue. This Agreement will be governed in all respects by the laws of the Maine, without giving effect to principles of conflicts of laws. This Agreement is deemed to have been executed in Maine. Each party knowingly and voluntarily submits to the exclusive jurisdiction of the state and federal courts located in Cumberland County, Maine for the purposes of any action, suit, or other proceeding arising out of this Agreement. Each party knowingly and voluntarily waives any objection to the venue of any such action, suit, or proceeding. h. Counterparts. This Agreement may be signed in one or more counterparts, each of which will be considered an original, but all of which will be considered one and the same Agreement. This Agreement will become effective when one or more of such counterparts have been signed by each party and delivered to each other party. Any signature delivered by a party by facsimile transmission will be deemed to be an original signature. i. Notices. Any notice to a party will be conclusively deemed to have been received by and to be effective on the date on which personally delivered at the address for each such party set forth in the Preamble of this Agreement (or such other address as will be furnished to the other party by notice) or, if sent by certified mail, return receipt requested, on the third business day after the day on which mailed to said address. Modifications in Writing. No modification, amendment, or waive of any provision of this Agreement will in any event be effective unless in writing and signed by the party granting such modification, amendment, or waiver. k. Failure to Exercise Rights. No failure or delay on the part of the Agent in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will a single or partial exercise preclude any exercise of any other right, power, or privilege. Addendum Page 17 of 24 I. Drafting. The customary rule of construction, by which ambiguities are construed against the drafting party, will not apply to this Agreement. -END- Addendum Page 18 of 24 IN WITNESS WHEREOF, the parties acknowledge that they have read, understand, and agree to the terms and conditions of this Agreement. CONVEY911, LLC Sign: Name: Lisa Reagan City of Ft. Worth Police Department Licensee Sign: Printed Name: Title: Founder, President Title: Date: Date PO Required? PO Number: Addendum Page 19 of 24 APPENDIX 1 CONVEY911, LLC's software will provide the following functionality: Convey911 is a patent protected, sole -source, web -based tool that provides a means for public safety personnel to engage in text and multimedia messaging in over 300 languages via its easy - to -use interface. Convey911 provides real time language detection and translation and is hosted in the "GOVCloud" and therefore is compliant with CIJIS requirements. In today's society, citizens are not likely to answer a call from an unknown number. Therefore, Convey911 is helpful for Command Staff and Law Enforcement Professionals to communicate with citizens for administrative means via text messaging. A user may simply log into Convey911 by visiting www.convev911.com and selecting "login." Then, the user can initiate a text message with any citizen by simply entering their phone number, selecting a message from various message templates or entering a message in the "free text" area. Once the message is crafted, the user will hit "send" and the message will appear as delivered on the user's Convey911's dashboard. The citizen will receive the text -message and be able to respond to the department's message. Since Convey911 has automated and bi-directional language translation features, it is the perfect solution for establishing communications from your department to citizens who may have been marginalized due to a language access barrier. An example of a s i m p 1 e workflow is: A citizen texts-911. The message arrives in the RapidSOS dashboard. The dispatcher can select the message, select Covney911 app launcher, then respond to the citizen's text message. In addition, the dispatcher may initiate a text message in nearly any language to communicate in real-time with a citizen in a non -emergency or an emergency capacity. Citizens do not need to download an app or go through a registration to receive or reply to messages and ECCs do not need to purchase new hardware. The messages that are exchanged are stored in the GovCloud for evidential purposes and are downloaded from the admin site on the Convey911 dashboard. Public Safety employees can now harness the power of text messaging, a modern technology, that is used more by the average world citizen in nearly most any language, to deliver simple instructions and notifications to citizens and also receive notifications from citizens. The software is unique in several ways, and there is no other system that offers the following integration in one package: 1. Online, software -as -a -service, texting chat -client accessed through a web -based portal for Public Safety personnel. Addendum Page 20 of 24 2. Web -based tools to initiate a text message with a citizen who is already engaging with law enforcement personnel during a non -non -priority call for service. 3. Ability to text to a citizen and on any cellular provider. 4. Type a text message in English and the message will arrive on the citizen's device in their preferred language. 5. Use of emojis, inclusion of links to customer satisfaction surveys, include a link to your city's Facebook url, or include any notification that is necessary in a text message. 6. Pre -loaded and agency -specific language in canned text messages - a lengthy message can be sent at the push of one button. 7. Send Location Service Opt -In to lost caller so that you may locate the citizen in real-time. Law Enforcement professional cannot leave screen until closing the location -location- service and therefore, there is no possible way to continue to track citizen unknowingly. The citizen can 'Y' out of the location service aka map and will thereby prohibit the dispatcher from further seeing their location. 8. Affixing messages to usernames to identify who sent the text message and when it was received and the content of this text message is proprietary and is used for internal tracking mechanisms. 9. Robust reporting mechanisms for internal use only. 10. Specialized training at cost to ensure your dispatchers are trained to effectively ask citizens for opt in before sending the first text message. 11. Ability for citizen to opt out. 12. Ability to send video request to a citizen. The citizen may share video and audio in real time and without the need to download any mobile applications. 13. All messaging with time and date stamp for evidentiary purposes. Proprietary System and Software Tools: The client agency has full editing capability to customize the content of each text message so that the text message is relatable to each citizen and dispatcher's conversation. Training: The training component is a customized and scenario based. Adaptability: Our clients range from small agencies to large agencies and includes Fire, Law Enforcement Central Dispatch, ECCs, 311 and 988 centers, and EMS. A diverse group has allowed us to develop a pricing model that fits agencies size, needs, and is correlated to the number of annual calls for service and the max number of dispatchers on during the busiest times of the year. -END- Addendum Page 21 of 24 Appendix 2 Pricing Description Convey911 Cloud -Native Communications & Language Translation Platform - Year 1 w/Automatic Renewal Patrol Field App - Language Services for All Of Patrol Convey911 Connect — Language Services For Dispatch (Access) RapiclSOS Single Sign -on & 911 Location Service NextNAV Vertical Location Service (HAT/Z-Axis) Training & Implementation Additional Cloud Tenants (Additional tenants for Admin/Non-emergency & Investigations) Total (Annual) Qty Price 1 $28,000.00 1 $8,000.00 $3,500.00 1 $3,000.00 1 $4,800.00 1 $3,000.00 2 $3,250.00 ConveyConnect Language Interpretation Service Billed Monthly / Per Use Description $56,800.00 Price Language Interpretation Service — Phone (Billed Monthly Per Minute Per Use) $0.55/min Language Interpretation Service — Video (Billed Monthly Per Minute) $1.05/min Language Interpretation Service — Onsite $85/hour 1 (2 hour minimum, 30 min increments) Per minute rate is only charged when used and is billed monthly. -END- Addendum Page 22 of 24 Appendix 3 Sole Source Documentation Addendum Page 23 of 24 e 911 07 Date: 1/1/2023 RE: SOLE SOURCE VENDOR To Whom It May Concern: 1115 Elm Ridge Ave Baltimore, MD 21229 (207) 939-3688 This letter is to confirm that Convey911, LLC's Responder Connect Live system, is a sole source product, manufactured, sold and distributed exclusively by Convey911, LLC. No division of Convey911, nor any other company, makes a product that includes all of the unique features available in this product. This product must be purchased directly by institutions from Convey911, LLC at the address above. There are no agents or dealers authorized to invoice this product. Convey911 is the only company worldwide that can legally provide the capabilities requested by your agency. This is due to the existence of issued software patent: • Real-time language detection, translation, in 200+ languages utilizing a web -based software (see US Patent 11,233,891) • Real-time routing of 311 or non -emergency text messages back into a 911 que when necessary and without human intervention (see US Patent 11,233,891). • Convey911 employees are solely authorized to train Public Safety personnel on the patented protected technology. • Video, consensual people finding capabilities, Z-Axis, and meets chain of custody requirements. Hosted and stored in GovCloud to meet CJ[S compliance and standards. There are no other like products available for purchase that deliver the same comprehensive set of features and there is only price for each configuration of the Convey911 system. Convey911 products are Made in the USA and are built, sold and supported by US Citizens. Sincerely, Convey911, LLC Jeffrey S. Bruns Co -Founder, Chief Executive Officer, Convey911, LLC Addendum Page 24 of 24