HomeMy WebLinkAboutContract 46140 (2). ,
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CONTRACT BETWEEN THE CITY OF FORT WORTH AND
SMART CITY NETWORKS, LIlVIITED PARTNERSHIP,
FOR TELECOMMUNICATION AND DATI� SERVICES
This Contract for Telecommu�ication and Data Services ("Contraci") is made and
entered inta by and be�ween the City af �o�rt Worth, a home-rule muruicipal coxporarion� of the
State of Texas, acting by and through its duly auihorized Assistant City Manager, and 5mart Gity
Netwarks, Limited Partnership, a�lo�•ida lixxraited pa��nership, acting by and �hrough its general
partner, SCN-GP, LLC, a Florida limited liability company.
WHEREAS, the City owns and opexates the Fort Wvi�h Convention Center located at
1201 Houston Street, Fort Worth, T�xas 76102;
WHEREAS, the Fort Worth Convention Center provides or makes available a multitude
of services to meet the needs of both �xhibitors and clients of the Fort Worth Convention Center;
WHEREAS, teleco�unication and data services are an integral part of the success of
the Fort Worth Convention Center;
WHEREAS, SCN zs in the busiuness of providing telecommunication and data setvices to
convention centers such as �he Fort Worth Conveniion Center; and
WHEREAS, the City des�ires to engage SCN as its exc�usive provider of
telecornrnunication and data services for clients and exhibitors at the Fort Worth Gon�ention
Center.
NOW THEREFORE, in consideration for the covenants and agreement hereafter set
forth, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS
1,1 In addition fo any other defined terms in the Cantract, fihe followirig words, terrns
and pluases, when used in this Contract, shall have the meanings ascribed to them in tlus section,
except where the context clea�ly indicates a diiferent meaning:
1.1.1 C� sha11 mean the City of Fort Worth, Texas.
1.1.2 Clients and Exlzibitor�s shall naean az�y person or entity that naay frdm
time-to-time enter into any agreement for the usa of the FWCC or any of the Services provided
by SCN at the FVVCC for a particular puipase.
1.1.3 Contruct, Yea� shall mean each successive twelve-month periad during the
term of this Contract comrr�encing on December 1 and expiring on November 3Q of the
follvwing year. �
1 ��1�1�1�1�. l����R�
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Agreeinent between SCN and City � ��+ w71�+7FE�� �°t�' 1 nf 27
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'I'his contract contains information deemed prapriety by SCN.
1.�.4 Di�ectoY shall mean the Director for the Public Events Department of the
City af Fort Worth, Texas or that person's authorized representative ox designee.
1.1.5 Event(s) shall mean any performance, production, show, exhibit, or
activity scheduled at the FWCC.
1.1.6 FWCC shall mean ihe City-owned facility known as the Fort Worth
Conven�ion Center located at 1201 Houston Street, For� Worth, Texas 761 Q2.
l.l.i Gross Revenue shall mean the total �nount of money received or to be
received by �CN or by any agen�, employee, off cer, partner, contractox, or subcoz�t�•actor of
SCN from any and ai1 sales, whether for cash or credit, whether collected or uncollected, made
as a result of the rights and privileges granfed under this Cont�act; pravided, hawever, that any
(a} applicable saIes taxes imposed by local, state, or federal law that are saparately stated to and
paid by a purchaser oF any goods or services sold by SCN or anyane acting by or an he�ialf of
SCN from an authorized service or activity under this Contract and directly payabla to a taxing
authority, (b) regulato�y fees or surcharges, (c) depasits (until used for Services), (d) service
adjustmezats axid refunds, (e} billinga for recovery of non-returned lost or damaged service
equip�nent, (�} amounts billed to the FWCC or FWCC service cnnh•actors flr permanenf tena�ts,
and {g) revez�ue paid directly to the FWCC, shall l�e excluded. Further, suGh Gross Revenue
sha11 include all monies paid or to be paid by a purchaser af any gnods or services provided by
SCN under this Contract, including, but not limited to, rental eyuipment and labor {net of any
rent paid or payable by SGN for such equipment}. The sale of any goods, services, or nther
rteans that are returz�ed by ihe purchaser and accepted by SCN, exclusive of any sales tax, may
also �e deducted from tha calculation of Gross Revenue.
1.1.$ SGN shalI meazi Smart City Networks, Limited Partnership, a Florida
Limited partnei'ship.
SECTION �.
RIGHTS GRANTED
�.1 . Serviees. SCN shall be the exclusive provider of voice, data, and Wi-Fi
communications for all of the Clients and Exhibitars of the FWCC and shall, with good faith and
due diligence, perform the se�vices set fo�-th in �xhibit A, wluch is attached hereto and
incorporated herein by reference, ("Services") and the terms and eonditians af this Cantract. The
service rights granted herein are not intended to restrict the persvnal use by Clients and
E�ibitars o�'the FWCC af wireless devices they own or otherwise possess, or of licensed
wireless services to which they subscribe. In exercising its ri�hts hereunder SCN shall hav� the
right to refuse service to any of tl�e �'WCC's CIients and E�ibitors oza a aase-by case basis
andlor to offer service an case-specific terms.
2.2 Office Sqace. SCN shall have a non-exclusive right to use and occupy a po�-tion
of the FWCC to seYve solely as office space to a full-time manager of SCN who shall be
responsible for overseeing and rnanaging the Services to be provided at the FWCC pursuant to
this Contract ("Office Space") and for no other purpose or use.
Agreeinent between 5CN aud City 2 aF27
This cuntract contains infarmatian deamed propriety by SCN.
SECTION 3.
TERM
3.1 Prim�ry Tcrm. This Contract shall be binding on the date of execution by the
parties and effee�ive be,gLning on DecembEr 1, 2014, atid shall remain in effect until Novernber
30, 2014 {"Primary Term"), subject to earIy termination as pravided herein.
3.2 Renewal Term. Follovving the Primary Terrn, f.hc City and SCN, by written
mutual consent, may elect to extend this Conri•act under the sazne terms and conditions for one
additional two (2) year period ("Renewal T�rm"). Notif catian of int�nt fo extend the Contract
shall be given in writing to the other party at least sixty (60) calendar days prior to the expiration
of the Primary Term.
SECTION 4.
CONSIDERATION
4.1 MontIilv Commissions.
4.1.1 SCN shall pay the Ciiy comrnissions based on a percentage of its monthly
Gross Revenue fram the rights and privileges granted under this Contract in accordance with the
following payment stxuct�re:
Monthlv Gross Revenue Percent to Ci#v
$0 to $SOfl,00099 30%
�soo,00� to �soo,oaa.�s �s�io
$800,001 and above 38%
4.1.� IWlonthly Gross Revenue shall be calculated based on a calenda� month.
Payments shall be made with respect to each calendar znon,th that this Contract is in effeci no
later than the twentieth (2a�') day of the following calendar rnanth, inclnding the Last payment to
be made at either termination or expiratian of this Contract.
4.1.3 In the event any new tax is irnposed on SCN witb 1•espect to the Gross
Re�enue share, eozx�.ission or paynr�ez�t paid by SCN to City as a result of the respective Y7ghts
granted under the Agreement, SCN shall have the right to subnact any such tax fram the
payznent by SCN to City.
4.2 Rev�nuc Bonuses.
4.2.1 If Gross Revenues from the rights and privileges gi•anted under this
Contract exceed One Million Dollais and No Cents ($1,000,000.00) during a Cantract Year, then
SCN shall pay the City Twenty-Five Thausand Dollars and No Cents ($25,000.00).
4.�.� If Gross Revenues from the rights and privileges g�•anted under this
Contract exceed One Millian Two Hundred Fifty Thousand Dollars and No Cents
($1,250,000.00} dur7ng a Contract Year, then SCN sha11 pay the City Fifty Thousand Dollars and
No Cents ($SO,00a.aa�, which shalI be in: addition to any amounts owed pursuant io �ection
4.2.1.
Agreewent between SCN and City 3 of 27
This contrs�ct contains informatiou deeined propriety by 5CN.
4.�.3 By way of example only, if Gross Revenue during a Gontract Year
equaled $1,300,000.00, thezi SCN wau�d be obligated to pay the Czty $75,OQO.QQ ($25,OOQ
pursuant to Seciion 4.2.I plus $50,000 pursuant S�ction 4.2.2}.
4.2.4 Any amounts due under this Section 4.2 shaIl be made and payable by
SCN within thirry (30) calendar da�s aft�r the expiration of the Confaract Year for which the
banus is due.
4.3 Technolo�v Fund.
4.3.1 SCN shall pay the City Tbirty Thausa�d Dollars and No Cents
{$30,000.00) within thirry (30) calendar days after execution of this Contract by both parties,
with said funds to be plaeed in a specially designated Cechnolagy fiind the purpose of which shall
be to assist with technology upgrades and marketing promotions far the FWCC.
4.3.2 In addition to the amount set forth in Section 4.3.1 and the percentages set
forth in Section 4.1.1, SCN shall pay the City three percent (3%) of its monthly Gross Revenue
frvm the rights and privileges granted under this Cont�•act, w�ich will be allocated to the
technology fund. Monthly Gross Revenue shall be calculated based on a calendar month.
Payments shall be made with respect to each calendar monCh tliat tIus Contract is i� effect no
Iater than the twentieth (20'�) day of the following calendar month, including the last payment to
be made at eifiher termination or expiration of this Contract.
4.3.3 On at least a quarterly basis, the City and SCN will work cooperatively to
develop a prioi•ity list of projects and needs to be funded by the technolagy fund.
4.3.4 Notwithstanding anything to the contrary, once any technology funds are
paid to the City, including, but not lixnited to, the i.z�i.t�al con,tz•ibut�an se# fort�. iu Suhsection 4.3.1
and the additional amounts set forth in Subsection 4.3.2, then the �City reserves ihe righ� in its
sole and absolute discretion to aIlocate, apprapriate, adn:�naistex, azxd expend these fi�ds iur� any
manner rt deems appropriate.
4.4 Si�nin� Bonuses.
4.4.1 SCN shall pay the City a one-time bonus of One Hundred Twenty
Thousand Dollars andNo Cents ($120,000,DO} within thirty (�0) caiendar days after execution of
this Contract by both pat�ties.
4.4.� Should the City and SCN agree to renew and extend the Contract as set
forti� in Section 3.2, then SCN shall pay th� City an additionai bonus o� Sixty Thousand Doilars
and No Cents ($60,000.00) within thirly (30) calendar days after the Renewal Term begins.
4.� CanitalIn�estments.
4.5.1 Within the first Contract Year of this Contract, SCN shalI invest
$11S,OOO.QQ in equipment, infrastructure, and tecl�nology improvements to improve Services
eapabilities for Clients and Exhibitors of the F`WCC, as set forth in Exhibit B, which is attached
hereta and incorparated herein for all puiposes, to seivic� the patrons oithe FWCC.
Agreement 6eiween SCN and Cily 4 of 27
�
Thrs cnntract conEains infnrwation deemad propriety hy SCN.
4.�.2 P�ior to th.e end of the third Contract Year of this Contact, SCN shall
invest an additiona� $1 fl0,a00.OQ in mutually agreed u�on equipment and perrnanent
improvements to upgrade the FWCC's wireless ne�wark fa 80�..1 l ac ar better.
4.5.3 An�r investrnents made ta the FWCC shall be subject to the terms ofthis
Contract, including, but not limited to, Section 7.
4,6 Miscellaneaus.
4.6.1 Past due payments shall accrue interest at the rate of 1% per Month. For
purposes heraof, a payment sh�l be past due if not paid within thirty (30) days after its due data.
In the event City is required to inifiiate litigation to collect any �ums due hereunde�-, SCN agrees
to pay tI�e City's court costs and i•easonable attarn�y fees.
4.G.2 A11 payments due to the City shall be due and payabie without demand by
check at the oFfice of t�e Director, or at such other place in Tarrant County, Texas as the Director
may hereafter notify SCN (in writing and with reasonable advanced notice), and shall be rr�ade in
legal tender of the United States.
4.6.3 Except as may otherwise be agreed to in this Contract, the City reserves
the right, in its sole and absoIute discretion, to allocate, appropriat�, adnunister, and expend any
funds received as part of this Contract in any manner it deer�s appropriate.
4.6.� The parties understand and acknowledge that the oblig�tions set forth in
Subsections 4.1-4.5 are cum�.lative of one another and that any obligation to pay or perfornn
under one subs�ction shall be in additian to any otl�er obligation to pay or perform in any other
subsection.
SECTION g.
OFFICE SPACE
5.1 The exact lacatian af the 4fiice Space within the FWCC shall be deteni�ined by
the Director in that person's sole and absolute discretion and may be subjeet to change at any
time by the Duectar.
�.� At all times during the tei�n of this Contraci, the Office Space shall remain under
the contt'al af the City, and SCN shall not be responsible for any maintenance of the Office
Space. SCN shall not l�a�e access io the Gity's coinputing environm�i�t as�d network.
�.3 City shall no� be responsible for pra�iding any supplies ar equipment to SCN's
ernployees or for the �f�'ice Space.
�.4 SCN takes a11 partion� af the 4ffice Space and al� appurtenances in "AS IS"
conditi�n without any express or implied warranty on the part of the Gity. SCN accepts the
Office Space in its present canditian, fmds it suitable for the purposes iniend�d, and fiu-ther
acknowledges that it is thoroughiy familiar with such condition by reason of a personal
inspection and does nat rely on any representations by the City as to the condition of the Office
�pace or their suitability for the purposes intended. SCN's taking possession of the Office Space
Agree�nent between SCN and City 5 af 27
Ttiis contract contains inforEnation deemed propriery by SCN.
shall be conclusive evidence that: (i} the Office Space is suitabie t'or the purposes and uses for
vvhich th� same is licensed; and (ii) SCN waives any and all defects in and to the Office Space
and all appurtenances thereto. The City shall nat be liable fo SCN or its invitees, lieensees,
subcontractors, or gnests for any d�ma�e to any person or property dne ta the acts or
amissions of SCN, or i�s subcontractors, invitees, licensees, and gnesfs.
�.� The City will be responsible for a11 expenses associated with water, sewer,
electricity, gas and waste disposal utilities involving existing service lines. SCN will be
responsible for all other communications utility expenses, including local and long distance
telephone charges, computer chaxges, and cable television charges. Any additional electrical or
utili�y service andlor service lines rec�uired by SCN will be at the sole expense of SCN.
5.b SCN sha� not do, or pernait ta be done, anything in or on any portion of the
FWCC or bring or keep anything therein or thereon which will in any way conflict witIa the
condi�tions of any insurance policy on the FWCC or any part thereof. SCN shall not cause in any
way an increase in the rate of fire insuranee on the buildings or property. SCN agrees that no
decorative or other materials shall be nailed, tacl�ed, screwed, or otherwise physically attached to
any part of the property of the City without written approval from. the Director, whi.ch approval
shall naf be unreasonably witl�eld.
S.i SCN agrees that it wiil not make or sufFer any waste in, on, ax to tk�e Office Space.
SCN shall nat make any alterations to the Of�ice Space without first obtaining written approval
from the Director. SCN further agrees to maintain and pick up Iittex attributable to SCN and
perForm minor housekeepir�g as necessaiy to keep the Office Space in a clean, orderly, and
sanitary condition at a11 times. City shall perform ax�y zx�ajox cleaning, e.g., strip, buff and wax
floors, at standards and frequencies that may be estabi�shed by City. SCN nvi11 remove gar�age
and deposit in dumpster in accordance with pracedures estabiisk�ed by the Director.
a.8 The City reserves to itsel�, its afficers, ager�ts, assi�ns, and ernploy��s the right to
enter the Of�ice at any time for the purpose of ascertairiing compliance with tk�.e ter,r�.s az�d
provisians of this Contract; maldng inspection of the OfFice Space; and maintaining and malcing
repairs and �nprovements to City-owned property. In addition, t�e Ciiy does not relinquish the
r'rght to caz�trol the management of the Office Space nr the right tn enforce all necessary and
proper rules far the rnarlagement and ope3•ation of the same. Members o� the City's police, fire,
pa�rks, eode campliance, and other designated departments shall have the right at any time to
enter any portion of the Office Space (without causing or constitutiu�g a ter�n.inatio� af the
Contract) for t}ae purpase of inspec�iing the facili�ies, maintaining City-owned propert�, and
performing any and all activities necessary for the propex canduct and operation af public
praperty, pravided that no unreasonable interference with SCN's use of the Office Space is
caused by such access. The City will at all times have keys with which to unlock aIl doors and
gates assvciated wzth the Office Space, and SCN will not change or alter any lock withoui the
City's permission and shall pro�ide new keys to the City within forty-ezght (48) hours a� making
any approved change.
Agreamant beEwean SCN and City 6 aF 27
�
This contract contains infonnation dee�ned propriety by SC1V,
SECTION 6.
IN�URANCE REOUIREMENTS
b,1 General Reqnirements. 5CN shali furnish to City in a timely manner, but not
later than the start of the tern7 of this Caz�tract, certificates of insurance as proof that it and its
cantraetors and subcontractors, as applicable, have secured and paid for the �olicies af insurance
specified hexezn.. If City has nat xeceived suc�i certificates by such da�e, SCN shaIl be in default
of the Cantract and City may, at its option, terminate the Contract. SCN sha11 maintain, or
require its general co��ractors and subcontractars to maintai� (where applicable) the fallowing
coverages and limits thereof'
6.1.1 Cammercial General Liabilitv fCGLI. Insuran�
i. $SQ0,000 each occurrence
ii. $1,000,000 aggregate limit
6.1.2 Susiness Automobile Liabilitv Insurance
i. $I,D00,000 each accident on a connbi.x�ed �ingle-�imit basis, or
ii. $1,000,000 Aggregate
iii. Insurance policy shall be endorsed to cover "Any Auta", defined
as autos nwned, hired, and non�owned.
iv. Pending availability of the above coverage ar�d at the discretion of
City, the policy shall be the primary responding insurance policy
versus a personal auto insurance policy if or when in the course of
SCN's business as coyth•acted herein.
6.1.3 Workers' Comnensation Ins���ce,
i. Part A: Statutory Limi�s
ii. Part B: Employer's Liability
A. $100,000 each accide�nt
B. $100,000 disease-each employee
C. $�00,000 disease-palicy lixnit
6.� Additional Reauirements.
6.�.1 Sucli insurance amounts shall be revised upward at City's reasonable
option and no more frequently than once eveiy 12 months, and SCN shall revise such amounts
within thirry (30) cal�ndar days following notiee to �CN o�such requirements.
Agreement between SCN and Ciiy 7 of27
This cantract cnnteins infonnation deemed propriety by SCAf.
6.2.2 Where applicable, insurance policies required herein �hall be ez�dorsed to
include City as an additional insured as its interest may appear. Aciditional insured parties shall
include employees, representatives, officers, agents, azad volunteers af City.
b.�.3 The VVarkers' Compensation Insurance policy shall be endorsed to includc
a wai�er of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such
insurance shall cover employees perfornung work on any and all projects. SCN or its contractors
shall maintain coverages, if applicable. In the event the respective contrae#ors do not �naintain
coverage, SCN shatl rnaintain the coverage on such contractor, if applicable, for each applicable
contract.
6.�.4 Any failure on part nf City to request certificate(s} of insurance shall not
be construed as a waiver of such requirement or as a waiver of the insurance requiurezn.ents
thernselves.
6.2.� Insurers of SCN's insurance policies shal� be licensed ta do business in the
state of Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in ihe state of Texas. Insurers sha�l be acceptable to Ciiy insofar as their financial
strengih and solv�ncy and each such cQmpany shall have a current minimum �..M. Best Key
Rating Guide rating of A-: VII or other equivalexit insurance iz�dustry staz�dard rating otherwise
approved by City.
6.2.6 Deductible limits on insu�raz�ce palicies shall not exceed $1Q,OOQ per
accurrence uniess otherwise approved by City.
G.2.'� In the event there are amy local, federai ax othe� regulato�y insurance or
bonding requirements far SCN's aperatipns, and such requirements exceed those specified
herein, the farmer shall prevail.
6.2.8 SCN shall xequire its contractars and subcontractors to maintain applicabls
insurance coverages, Iirnits, and nther requiremen#s as th.ose speci�ied hezein; azid, SCN shall
require its eonhactors and subcontractors to provide SCN and City with certificate{s) af
insurance docur�enting such coverage. Aiso, SCN shall require its subcontractoxs to have City
and SCN endorsed as additiona� insureds {as their interest rnay appear) on t1-ieir respective
insurance policies.
SECT�ON q.
ALTEREITIONS. ADDITIONS. OR IMPROVEMENTS
'�.1 SCN may provide for and manage alterations, additions or improvements to City
properry at the FWCC with the prior written approval of the Director. City and SCN ag7ree that
�CN will perForm all altea•a�ions, addidons, and irnprovements (i) in accordance with a set of
plans and specifications pre-approved by the Director; (ii) in accordance with all applicable Iaws,
ordin.ances, �ules, regulations, and specifications of all federal, state, county, city, and other
gvvernmental agencies now or hereafter in effect; (iii} in a good and worlcman lil�e mannez; and
(iv) in aecordance with industry standards of care, sl�ill, anc� diligence.
Agreeinent between 5C]V and Ciry B of 27
This contract contains information deemcd propriety by SCN.
7.2 Approval by the City of any plans and specifications relating to any alt�rations,
additions, or improvernents sha11 not constitute or be deerned (i} to be a release by the City of the
respoz�szk�ility or 1iab�lity of SCN and its subcontrac�ors, for t�e accuracy ar the cornpetency of
the plans and specifications, incIuding, but not Iimited to, any related investigations, suzveys,
designs, working drawings and ot�er specifications or docume�ts, or (ii) an assumption of any
responsibiliry or lia�ility by the City far any act, er�or oz� omission in the conduct ox preparation
of any investigation, surveys, designs, working drawings and ather speci�cations or docurnents
by SCN ar its subcontractors. City shall own the plans and specifications.
i.3 �CN xnay authorize a third party cantractor to undertake all nr any portion of any
alteration, addition, or irnpro�emen�t (a "Third Partv Gontractor") provided that SCN first enters
inta a cantract with such Third Party Contractor %r the work ta be und�r�akan by the Third Party
Conlractor and such contract contains all of the follvwing: (i) a provisian in a%rm acceptable io
the City pursuant ta which the cor�tractor and any subcantract4�•s involved with the work agree to
release, indemnify, defend and hold harmless the City from any and all da�ages arising as a
re�ult of or in relation to the work and fnr any negligent or grossly negIigent acts or omissions or
intentional misconduct of the Third Party Contractor, any subcontractors, aud SCN, and their
o£ficer�, agents, 'servants and employees; {u) a requirement that the Third Party Cantractor
provide SCN with a band or bonds, whieh SCN s�all fozward to t�e City, tha� guaiantees the
faithfiil perforinance and eompletion oi all construction work covered by tha eont�•act and full
payment for all wages for labor and services and of all bills for materials, supplies and equiprnent
used in the perfarmance pf xhe contract in accordanc� with Sectian 2253.Q21 af the Texas
Government Code; {iii} a requiren�ent that the Third Party Cont�•actar pravide insurance in
accordance with rninimurn requirernents that rnay be required by the City, as approved in writing
by the City's Risk Manager; (iv) a�equire�ent that the Third Party Contractnr and any of its
subcontractors comply with ail applicable federaI, staie and local Iaws, ordinances, rules and
regulations, including, but not linnited to, all pravisians af the City's Charter and ordinances, as
amended; and {v) the grovisions referred to in Sectian 10.2 hereto with respect to the audit of the
Third Party Contractar's records. Al1 of the requirements contained in this Sectinn shall
hereinafter be refe�red to as the "Third Part�v Contract Provisions."
i.4 IF SCN ENTERS INTO ANY THIRD PARTY CONTRACT FOR
CONSTRLICTION OF ANY PTJBLIC 1MPROVEMENTS THAT DO NOT CONTAIN ALL
OF THE ABOVE THIRD PARTY CON'I'I2ACT PROVISIONS, AND TO THE EXTENT
THAT ANY CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTTONS FOR DAMAGES OF
ANY KIND, INCLUDTNG, BUT NOT LYMITED TO, PROPERTY LOSS, PROPERTY
DAMAGE ANDIOR PERSONAL 1NNRY OF ANY KIND, INCLUDING DEATH, TO ANY
AND ALL PERSONS, O� ANY K1ND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISE UNDER, ON ACCOUNT OF OR IN RELATION TO THE THIRD
PARTY CONTRACT F4R WHICH THE C�NTRACTOR THEREUNDER WOULD HAVE
BEEN REQUIRED TO INDEMNIFY, DEFEND AND HOLD HARMLE�S THE CTTY IF THE
THIRD PARTY CONTR.ACT FR4VISIONS HAD BEEN INCLUDED 1N THE THIItD
PARTY CONTRACT {"THIRD PART� CONTRACT DAMAGES"), THEN SCN, AT SCN'S
O�N EXPENSE, SH,ALL INDEMNIFY, DEk'END (WITH COUNSEL REA�ONABLY
ACCEPTABLE TO THE INDEMNIFIED PARTIES HEREIN) AND HOLD HAR.MLESS THE
CITY FROM AND AGAINST ANY SUCH THIRD PARTY CONTRACT DAMAGES. THIS
Agreement between SCN and City 9 oF27
,� This contraat contains informarion deemed propriety by SCN.
IS IN ADDITION TO ANY �JTHER INDEMNIFICATION PROVISION PROVIDED IN THIS
CONTRACT.
7.5 All alterations, additions and impravernents to City property made �vith the
written consent of the Director shall, upon completion and acceptance by the City become t�e
property of the City. SCN may he required to rer�ove, at its expense, any alterations, additions or
improvemenfs not meeting speci�ications as approved by fhe City.
�'.6 Un1�ss othervvise specifically authoriz�d by this Agreernent, SCN shall do no act
or make any contract that may create or be tk�e fowndat�on for any lien upon or interest any City
property. Any such contract or Lien atternpted io be created ar filed shall be vpid. Should any
purpoi�ted lien on City property be created or fzled, the SCN, at its sole expense, shall liqu�date
and discharge the same within tan (10) calendar days after notice from the Ciiy to do so; and
should the SCN fail to discharge the same, such failure shall constitute a breach of contract.
SECTION 8.
LIABILITY AND INDEMNIFICATION
8.I CITY SH�LL NOT BE LIABLE FOR ANY LO�S, DAMAGE, OR IIVNRY OF
,ANY KIND OR CHARACTER TO ANY PERSON OR PR4PERTY ARiSING FROM ANY
RIGHTS OR PRIVILEGES GRANTED TO SCN PURSUANT TO THIS CONTRACT, OR
CAUSED BY ANY DEFECT CAUSED BY SCN, OR ITS 4FFICER�, AGENTS,
REPRESENTATNES, EMPLOYEES, PARTNERS, AND SERVANTS IN ANY BUILDING,
STRUCTURE, Il1�IPROVEMENT, EQUIPMENT, OR ANY FACILITIES THAT ARE THE
SUBJECT OF THIS CONTRACT OR CAUSED BY OR ARi�ING FROM ANY ACT OR
OMISSION �F SCN OR OF ANY OF ITS SUBCONTRAGTORS, LICENSEES AND
INVITEES, OR B�' OR FR�M ANY ACCIDENT, FIRE, OR OTHER CASUALTY.
8.2 SCN AGREES T4 AND DOES HEREBY DEFEND, TNDEMNiFY AND HOLD
HARMLESS THE CITY FROM AND AGAINST ANY �iD ALL CLAIMS, LAWSUITS,
ACTI4NS, COSTS AND EXPENSES 4F .ANY KIND, INCLUDING, BUT NOT L�iMTTED
TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED D�IMAGE OR
L�SS TO SCN'S BllS1NESS AND ANY RESULTING LOST PROFITS} AND/OR
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY
RELATE TO, ARISE OUT 4F OR BE OCCASIONED BY (i) SCN'S BREACH OF' ANY OF
THE TERMS OR PROVISIONS OF THIS CONTRACT OR (ii) ANY NEGLIGENT ACT OA
OMISSI�N OR 1NTENTIQNAL MiSC4NDUCT 4F SCN OR ITS O�'�'ICERS, AGENT�,
REPRESENTATNES, SERVANTS, PARTNERS, AND EMPLOYEES, RELATED TO THIS
CONTRACT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT.
8.3 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABR.ITY DR CLAiM, SCN,
ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT
SCN'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY T�
CITY.
Agreement 6etween SCN and Cily 1 D of 27
This contract contains info��nation dcaiued prapriety by SCN.
8.4 SCN shall require all of its contractors and subcontractors ta inciude in their
contracts an indemnity in favor of City in substantially the same form as above.
SECTI�N 9.
RECORDS, ACCOUNTING��3EPQRT� AND OTHER REOUESTS
9.I SCN shall maintain complete and accurate records for all of the Services provided
pursuant to f.his Contract, including, but not lirnited �o, all financial records, receipts, invoices,
axad vrder fo�rns, and ax�y alterations, additions, or improvernents made pursuant to the FWCC
pursuant to the terms hcrein {"Audit Records"}. On requ�sf of the City, SCN shall make aIl such
Audit Records available for inspection and review to the City. Natwithstanding anything to tI�e
contrary contain�d her�in, the parties acknowledg� that the records su�ject to this audit
requirement are anly thase Audit Records necessary to detezxx�i�ne compliance with this Contract.
9.2 Tn addition to any audit rights granted herein, 5GN shall furnish io the City a
yearly statement deta.iling any and all Grass Revenue deri�ed frozn SCN's Ser�ices pro�ided
herein, with such statement to be f�rnished within ninety (90) calendar days after the end of each
Cantract Year. Tbe statement shall be certi.fied by an o£ficer of SC�N to be true and correct in all
rnaterial respects to the best of that person's knowledge.
9.3 SGN shall provide the City wi� any reports or documentation required by the
City as pa1�t of this Contract or that may be required pursuani to federal or state laws as such laws
may be amended from time-to-tizne during tl�e ter� of this Contract.
SECTION 10.
ALTDIT
10.1 SCN agrees that �he City shall, until the expiration af t1u-ee (3) years after the
teraminatiox� ox expixation af this Contract, have access to and the right to examine any directly
pertinent �ooks, docurnents, �apers, and records of SCN invol�ing transactions xelating to this
Contract. SCN agrees that t�e City shall have access during nornnal working hours to all
necessary �CN facilities and sha11 be provided adequate and apprapriate wo�•kspace in arder ta
conduct audits in eoixi.pliance with the provisions of this section. City shall give SCN reasonable
ad�ance notice of intended auciits.
10.2 �CN further agrees to include in any contractor and subcontractor agreements
hereundel• a provisinn to �e effect �hat �he contractnr and subcontractors agree tliat �e City
shall, until the expirat�on af three {3) years afte�• the expira#ion or termination of the contract or
subcontract, have access to and the right to examine any directly pertinent books, documents,
papers, and recards of such eontractar or subcontraetor involving t�•ansactions of the eontract o��
subcontract, and fiirther that City shall have access during nni�rnal wnrking hours to all contractor
and subcontractax £acilities and shall be provided adequate a�nd appxopriate wo��C space in order
to conduct audits in complianc� �vith the pro�visions of this paragraph. City shall give the
contractor az�d subco�tractor reasonable advance notice af zutended audits.
A�,-���c n�c���� scn� �a c�cy � i o�z�
This conEracE contains infor�natian deemed gropriety hy SCN.
SECTION 11.
TERMINATIDN
11.1 Ter�nation for Convenience. City may terminate this Contract for its o�vn
convenien�e by providing SCN with at least �inety (9fl} days' vwritten notice prior to the intended
termination date. In the event of such ternunation, City shall be obligated ta comply with
Section 11.9.
1�.2 Termination for Cause. Unless stated elsewhere iu� this Contract, either party
shaIl be in default under this Con.tract if it breaches any term or condition of this Contract and
such breach remains uncured after ninety (90} calendar days following receipt of written riotice
from the non-defaulting party re£exencizag tlus Contract (vr, if the defaulting party has diligantly
and continuausly attempted tn cure follow�ring receipt of such written notice but reasflnably
requires more than ninety (90) calendar days to cure, then such additionaX amount of time as is
xeasonably necessary ta effect cure, as determined by both parties mutually and in good faith).
11.3 Gratuities. City may terminate this Contract if it is found that garatuities in the
fo�� of entertai�ment, gifts or otherwise were offered or given by SCN or anq agent or
represeniative ta any City official or employee with a view taward securing favora�le treatment
with respect to the a�varding, amending, or tnaking of any determinations with respect to the
performance of this Contxact. .In the event this Contract is canceled by the Czty pursuant to this
section, City shall be en�itled, in addition to arzy other rigl�ts and rernedies, to recover from SCN
a sum equal in amount to the cast incurred by SCN in providing such gratuities.
II.4 Fiscal Fnndin� Out. Norivithstanding anytlung to the cnntrary, if, for any
reason, at any tune during the term of the Contract, the Fort Worth City Council fails to
appa�opriate funds s-ufficient far the City to fulfill its monetary obligations under this Gontract,
the City may terminate the portion of the Contract regarding such obligations #o be effective on
the Iater of {i) ninety {90) calendar days following delivery by the City to SCN of written notice
of the City's intention to terminate or (ii} the last date for which funding has been appropriated
by the Fart Worth City Council for the purposes set forth in this Cantrac�, provided t�at if tl�e
City terminates any of its obligations to SCN under Section i 1.9, then the City agrees to trans�er
title to all unamortized equipment and cable installed at the FWCC (excep� equipment or cable
that is permanently affixed or at�ached to the FWCC) by SCN pursuant to See#ion 4.5.
11.� �CN's Duties Unon Exniration ar Termination.
IL�.1 Prior to the effective date for expiration ar teimination of this Contract,
SCN shall prornptly rerr�ove a11 of its personal property; pravided, however, SCN shall not be
obligated to remove any fixtures. SCN shall also re�air any SCN-caused damage to the FWCC,
including, but not lirnited to, any damage t11at SCN causes during removal of SCN's propei�ty, to
the reasonablE satisfaction of the Direct�r.
11.5.2 P�ase Out and Transition.
a. SCN reco�zes that the Services pravided pursuant to this Contract a�•e
vital to the City's efforts to provide convenient telecarnmunication and data services to the
Clients and Exhihitors of the FWCC; that continuity thereof must be maintained at a consi�tentIy
Agreament between SCN and City 12 of 27
This contract contains infannalion deemed propriery by SC1V.
high level without interruption; that upon expiration or earlier termination of this Contract a
successor may continue these Services; that any successor conhactor shall need phase-in.
training; and that SCN must reasonably coop�rate in order to effact an orderly and efficient
transition. SCN shall reasonably cooperate with a smooth and seamiess transition and have a
cooperative a}aproach. Thece shalI be no negative correspondence in SCN's communications to
any Clients and Eachibitors of the FWCC.
b. If tha City procures a successnr contractor prior to the effectiv� datc of
expiration ar termination of this Contrac#, then SCN sha�l pravide p�iase-out oxientation to its
s�ecessar coniractor prior to Contract tenmina�ion or expiration at no charg� to the City. Phase-
out orientation shall comprise a minimum of 3Q working days, 8 hours per day, unless atk�erwise
agreed by the parties in writing. Orientation may include system operations procedures, record
l�eeping, reports, and procurement pracedures. SCN shall be completely re�por�sible for
providing the Sexvices called for by the Conhact during its phase-out period. Notwithstanding
anything contained herein, SCN shall not be required ta commurucate or provide any proprietary
information ar trade secrets, including but not limited to, hardware configurations, SCN
developed systems or software, or �arketing programs.
11.�.3 If SCN fails to comply with its obligations in fhis Section 11.5, City may,
at its saIe discretion, (i) reniove SCN'� personal property and otherwise repair the FWCC and
invoice SCN for City's costs an� expenses incurred, such invoice to bc; due and payable to City
�+ithin thiriy (30) caiendar days of its delivery to SCN; or (ii) fnllowing no less than tl�irty (30)
calendar days prior written notice to SCN, take and hold any SCN parsonal property as City's
sole property; or (iii) pursue any remedy at law or in equity available io City. It' SCN fails �o
surrender the FWCC (including, but not limited to, the Office Space) to City following
�errnination or expiration, all Iiabilities and obligations of SCN hereunder shall continue in ef�'ect
until such is surrendered.
11.6 Duties and Obli��tions to Surv'rve Terrnination or Expirat�on. No termination
or expiration shall release SCN from any liability o�• obligatian resulting fiom any event
happening prior to the completian af aI1 past-terrni�atian duties.
I1.'� Other Remedies. Any term�nation of tlus Contract as pra�ided in this Contract
will not relieve SCN from paying any sum ox sums due and p�yable to City under ihis Coniract
that remains unpaid and due at the time af termination, or any claim for damages then or
previously accruing against SCN urider this Contract. Any such terrnination will no� prevent
City from enforcing the payment of any sueh sum or sums ar claim for darnages by any remedy
provided �or by law, or fram recnvering darnages from SCN for any default under the Contract.
AIl City's rights, options, and remedies under tltiis Gontract will be construed to be cumulative,
and not one of them is exclt�ive of the otl�er. City may pursue any or all such remedies or any
other remedy or relief provided by law, whether or not stated in this Contract. No such
tei�nination sha11 relieve City fiom an� obligatian it may bave ta SCN hereunder and SCN may
pursue any and all rights and rernedies or relief provided by law, whether or not stated in this
Conh•act.
Agreement between SCN and City 13 of 27
This contract contains inPo�mation deemed propriety by SCiV.
11.$ Lost or Anticiu�ted Profts. SCN shall not be entitled to lost or anticipated
profits in the event this Contract is terniinated by Ciiy as provided for herezn or irx the event that
the City, in its sole discxetion:, decides not to exercise any option pe�7od.
11.9 Canital Imnrovernents and Banns Pavments.
11.9.1 Any approved, City-ownad capital investments made at the FWCC by
SCN pursuant to Section 4.5 shall be fully amortized in equal monthly amounts over the Iife of
tk�e Pz�'unary Term of this Cantraet, with the schedule fvr amortizatian beginning on the date the
City accepts any such capital investment and ending on the fmal day af the Primaxy Tennn. I� t�e
City terminates this Contract for convenience or SCN terminates this Contract as a result of a
material breach by the Ciry prior to the expiration of the PriFnary Term, the City shall a•eimbuz�se
SCN an a�nount equal to fihe unamortized amount of such capital investments on the eff�ctive
date of termination. The City sha11 ha�re no obligation tn reimburse �CN for the unamortized
amount af any capital izavestznents made at the FWCG by SCN pursuant to Section 4.5 if the City
terminates this Contracf for convenience during the Renewal Term. The City's obligation under
tlus Section 1 I.9.1 sball not survive t�e expiration of the Primaz•y Term
11.9.� Any bonus paid to the City pursua.nt to Secfiions 4.A�,1 sha11 be fully
amortized in equal monthly amounts over the life of the Primary Term, with the schedule for
amortization beginning on the date the City receives such bonu� and ending on the final day of
the Primary Term. In fhe eve�ut the City termanates this Contt�act for convenience or SCN
terminates this Contract as a result of a mat�rial brEach by the Ciry prinr to the expiration of the
Prunary Term, the City shall reiznburse �CN azl am.ount equa! ta the unamortized balance of such
bonus on tlie effective date af terrnination. The City's obligation under this Section 11.9.2 shall
not s�rvive the expiratian of the Primary Tez�n.
11.9.3 Any bonus paid to the City pursuant to �ection 4.�.2 shall be fully
arnartized in equal monthly amounts over the life of the Renewal Term, with the schedule �'or
arnortiza�ion beginning on the date the Ciry receives such bQnns and ending an t}�e final day of
the Renewal Terna. Tr� the even� the Gity terrninates ti�is Contract for canvenience or SGN
terminates this Contract as a result of a materia] br�a.ch by the City prior to the expira�ion of the
Renewal Tez�, the City sk�all xeirz�buz�se SCN an amount equal to the unanzortized balanca of
such bonus on the effective date of termination. The City's obligation under this Sectian 11.9,3
shall not su�rvive tl�e expau•ation of the Renewal Teram.
11.9.� Nothing cantained in this Section 11.9 shall ever be canst�ued so as to
require the City to create a sinking fund or to access, levy, and collect any tax to fund its
obligations hereunder. The City shall have no obligation to reimburse SCN under t}�s Section
11.9 if tkuis Contract is tex�nuinated by the City for cause.
119.� Payrnents by the City io SGN pursuant to this Section 11.9 shall be made
wi� sixty (60) business days after the appIicable date of termination.
11.10 Collateral to Cure Defaults. Within fifteen {15) calendar days af�er the
execution of t�iis Contract, SCN shall post a perforznance bond in the amount of $25,000.00, in a
forrn reasonably satisfactoty to the City, ta secure SCN's performance hereunder. The
Agree�neut between SCN and Ciry 14 of27
This cvntract confains �formation deemed propriety 6y SCN.
performance bond shall list the City as a dual obli�ee, and the Ci�y shall be entitled fo claim
against �he bond for any amount awed to the City pursuant to this Contract.
SECTION 12.
NONDISCRIMINATIOI�T
12.1 SCN shall not engage in any unlawiul discrirnination based on xace, creed, color,
national arigin, sex, age, religion, disability, maz7ital status, citizenship status, sexual orientation
or any other prohibited crit�ria in any eanplayment decisio�s relating to this Contract, and SCN
represe�ts and warrants that ta the extent requixed by applicable laws, it is an equal opportunity
empioyer and shall comply with all applicable laws and regulatians in any employment
decisions.
12.2 In the event of SCN noncornpliance with the nondisarimination clauses of this
Contract, which is not cured within ninety (90} calendar days of notice of such noneampliance,
this Con�ract may be canceled, ternvn�ted, or sUspended in whole or in part, and SCN may be
de;barred from fiirther agreements with City.
SECTION 13.
VENUE AND CHQICE OF LAW
13.1 SCN and City agree that this agreement sha11 be construed in accordance with the
laws of the State of Texas. If any action, whether real ox asserted, at law or in equity, arises an
the basis of any pro�ision of this Cantracf, venue for such action shall lie in state courts located
in Tarrant County, Texas ar the United States District Court for the Northern District of Texas —
Fort Worth Division.
SECTION 14.
THIRD-PARTY RIGHTS AND ASSIG1�jMENTS
14.1 The provisions and conditions of this Contract are solely for the b�n�fit of the
City and SCN, and any Iavvfi�l assign or successor o�' SCN, and are not intended to create any
riglats, coni�actuai or otherwise, to any other person ar entity.
14.� SCN agr�es that it will not subcan�ract or assign all or any part of its rights,
privileges or duties hereunder �withou# the prior wi7tten consent of the City, which consent shall
nat be unreasonably withheld, and any attempted subcontract or assignment af same without
such prior consent of the City shall be void.
SECT�ON 15.
BINDING CUVENANTS
15.1 Subject to the limitations con�ained herein, the covenants, conditionis and
agreements made and entered into by the parties hereunder are declared to be for the benefit of
and binding on their respective successors, representatives and permitted assigns, if any.
SECTION 16.
NOTICES
AgeeenentUariveen SCN and City 15 of 27
This cnntract cantains infonnatiov deemed propriety by SCN.
16,1 A11 notices, comrnunications, and reports required or permitted under tlus
Contract shall be personally delivered or sent via certified mail to the respective parties by
depositing satne in the United States ma�l, certified, at the address�s shown below, unless and
until either party is otherwise notif ed in writing by fihe other paz-ty, a� the £ollowing ad.dresses.
Mailed notices shall be deem�d recEived as of the date of receipt.
CITY:
City of Fort Wnrth
Puhlic Events Department
Fort Worth Convention Center
A#tn: Director
1201 HoUston Street
Fort Worth, Texas 76102
SCN:
Smart City Netwarks, Limited Partnership
5795 W. Baduxa Avenue, �uite 110
Las Vegas, NV 89118
Attn: president
with copy to:
City af Fort Worth
City Attorney's O��c�
Attn: City Attorney
I OOQ Throckmorton Street
Fort Worth, Texas 761Q2
with copy to:
Smart City Networks, Limited Paz�tnership
28 West Grand Avenue, Suite 10
Montvale, NJ 07645
Attn: Chairman
SECTION 17.
1NDEPENDENT CONTRACTOR
17.1 It is e�pressly understood and agreed that �CN and its employees, repra�entative,
agents, sezvants, officers, cantractors, subcontractors, and volunteers shail operate as
independent con�ractors as to a11 rights and privileges and work perfoi7ned under this Contract,
at�d not as agents, representatives or employees of the City. Subject to and in accordance with the
conditions and provisions of ttus Contract, SCN �hall have the exclusive right to control ihe
details of its operatians and activities and be solely responsible %r the acts and omissions of its
emplayees, re�resentative, agents, servants, offfcers, contractors, subcontractvrs, and volunteers.
SCN ackar�owledges that the doctrine of respondeat supe�ior shall not apply as between the City
and its oifi"icers, r�presentatives, agents, servants and employees, and SCN and its ernployees,
representative, agents, servants, officers, contractors, �ubcont�•actars, and volunteers. SCN
further agrees that notivng herein sha11 be consirued as the cY•eation of a partnership or joint
enterp�se between City and SCN. It is further understood that the City shall in no way be
considered a Co�employer or a Joirst employer of SCN or any employees, representative, a,gents,
servaz�ts, o£�cers, contraetars, subcontractors, and volunteers of SCN. Neiiher SCN, nor any
nfficers, ag�nts, servants, em�loyees or st�bcontractors of SCN shall be entitled ta any
emplayment benefits from the City. SCN shall be responsib�e and liable for any and aIl payrnent
and reporting of taxes on behalf of itself, and any of employees, repxesentative, agents, seivants,
officers, contx�acto�s, subcontractors, and volunteers.
li.� The Gity, through its authorized representatives and emplayees, shall have tbe
sole and exclusive right to exerci�e juilsdictinn and control over City employe�s. SCN represents
that a11 of its employ��s and subcontractors who perform Services under this Co�atract shall be
Agreement between SCHi and City ib of 27
This oontiact contains information decmed propriety hy 5CN.
qualified and cornpetent to perform �e Services set forth h�rein. The Director reserves the �ight
to refuse ta pexmit any employee of SCN from pr�viding the Services set forth herein for any
reason, provided tha� if the conduct of the �rnployee is correctable, such ernployee shall ha�e
first been notified of his or her objectionable conduct and sha11 have had the opportuni�y to
correct it.
sECTzoN ��.
AMENDMENTS, CAPTIOliTS, AND INTERPRETATION
18.1 Except as otherwise provided in this Contract, tlie terms and provisions of this
Canfxact rnay not be rnodif ed ar amended except upon the wriiten consent oi both the City and
SCN.
18.2 Captions and headings used in this Contract are %r reference purpases only and
sha11 nat be deemed a part of this Contract.
i8.3 In the event of any dispuie over the �neaning or application of any pravision of
this Contract, this Gontract sha11 be interpreted fai.xly ar�d reasvnahly, and neither more strongly
for or a�ainst any party, rega��dless of the actual drafter af this Can�act.
SECTION 19.
GOVERNMENTAL POWERS AND ��.UNITIES
19.1 Tt is understood that by execution of this Conhact, the City does not waive or
sui-render any of its governmental powers or irnmunities.
SECTION 2Q.
AUTHO$.�ZATION AND COUNTERPARTS AND ELECTRONTC SIGNATURE�
�4.1 By executing this Contract, SCN's agent affirms that he or she is authorized b�
SCN or its general pariner to execute this Contract and that a11 representations made herein with
regard to SCN's identity, address, and legal status are true and correct,
20.2 This Coniract may be executed in several cotulterparfs, each of which will be
deemed an original, b�t all of whieh together will constitute one and the same rnstrument. A
signat�ue received via facsimile or electronically via email shall be as Iegally binding for �11
purposes as an original signature.
SECTION 21.
�EVERASILITY AND NO WAIVER
21.1 It is agreed that in the event any covenant, condition or provision herein contained
is held io be invalid by any court of competent jurisdiction, the invaliclity of such co�enant,
conclztzon or pravision shall in no way affect any o�her covenaz�t, condi�ion o�• provision does not
materially prejudice either SCN or City in connection with the right and abligations contained in
the valid cavenants, canditions or provisions of this Cantract.
Agreeinent Uetween SCN and City 17 oi27
This cantract confains informatiun deeaned propriaty by SCN.
21.2 The fai�ure of either party to insist upon the perfarrnance of any term or pra�isian
of this Contract or to exercise any right granted hereunder shall not constitute a waiver of that
party's right to insist upon appropriate performance or to ass�rt any such right on any future
occasion.
SECTION ��.
FORCE MAJEURE
22.1 Timely performance by boih parties is esseniial ta this Cont�•act. However, neither
party is 1iable far delays or other failures ta perforn� its abligations under tlus Con�ract to the
extent the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and
other acts of God, ex�losians, war, teixor�st acts, riots, caurt �rders, and, the acts of superiar
governmental or military authority or other similar incidents outside the coni�'oI of the parties
that renders f,he perf'ormance oi this Contracfi impossible. This relief is not applicahle unless the
affecfed party does the following: uses due diligence to remove the effects of the Force Majeure
as quickly as practicable; and provides the othe�• parEy with prompt written notice of the cause
and its anticipated effect. The City may perform functions itself or con1ract them out during
periods of Force Maj�ure. Such perfarmance is not a default ax breack� of �his Coz�tract by tl�e
City. If the Force Majeure continues more than sixty (50} calendar days, th� Director rna�+
terminate this Contract by giving seven {7) calendars days wriiten notice to SCN without any
penalty �o tl�e City. Notwithstanding anything to the contrary, Cantractor shall not be relieved
from perfornung its obligations under this Contract c�ue to a strike or work sIowdown of its
emplayees. Co�ata•actor shall employ only fully trained and yualified personnel during a strik�.
SECTIQN 23.
COMPLIANCE WITH LAWS
�3.1 This Contract is subject to all applicable £ederal, state and local laws, ordinances,
rules and regulations, including, but not limited to, all provisions of the City's Char�er and
ardinances, as amended.
23.2 If City notif es SCN or any of its officers, agenis, ernplo�e�s, contractors,
subcontractors, licensees, volunteers, or invitees of any violation oi sueh laws, ardinances, rules
or regulations, SCN shall immediately desisi from and correct the violation.
SECTION �4.
PUBLIC INFORMATION
Z4.1 SCN understa�ds and acknowledges that Crty is a public entity� Unc3er t1�e laws af
the State of Texas and, as such, ail dacuments k�eld by City are subject to disclosure under
Chapter 552 of the Texas Gover7unent Code. SCN deems the inf'ormation contained within
Exhibits A and B hereta to be proprietary information. If City is requixed to disclose any
docuzx�ents that may revea] any of SCN's proprietary information to third parties under the Texas
Govei-nrnent Code, or by any otl�er legal process, law, nile, or judicial order by a co�urt of
competent jurisdiction, City will notafy SCN prior to disclosure of such documents, and give
5CN the opportunity to snbrnit reasans for abjections to disclosure. City agrees to restrict access
to SCN's information to tizose persans within its organization �ho have a need to know for
Agreement 6etween 5CN and City ] 8 of 27
Thss con�act aontains informati�on deemed prapriety by SCN.
purpases of rnanagement of this Contract. City agree� to inform its ernpinyees af the obligations
under tliis paragraph and to enfarce rules and pracedures t�at will prevent �ny unauthorized
disclasure or t�ansfer of infornnation. City will use its best efforts to secure and protect SCN's
information in the sarne manner and to the same degree it pratects its awn proprietary
infarmation; however, City does zaot guarantee that any inforrnation deemed proprietary by 5CN
will be protected from public discIosure if release is required by Iaw. The faregoing obligation
regarding confidentiality shall remain in effect for a period of one (1) year after the expiration of
this Agreement.
SECTION ��.
S4LE AGREEMENT
�5.1 Tkis Contract, including an�r exhibits attached hercto and any documents
incorporated herein, contains the �ntire nnderstanding and agreersient between the City and SCN,
and any lawiul assign and successor of SCN, as to the matters caatained h�rein. Any �rior or
eontemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of thzs Cantract.
IN WITN�SS WHEREOF, the City of Fort Worth and t1�e Smart City Networks have
caused tl�s Agreement to be executed and delivered by iheir duly authorized representatives in
Fort Worth, Tarrant County, Texas on _� day nf �_ �- 2014.
CITY OF FORT WORTH
� ) / � �'1
By; �� �� �
san Alanis
� "Assistant City Manager
SMART CITY NETWORKS,
� Florida Limited Partnership
Sy: SCN�GP, LLC,
a Florida Limited Liability Company,
its Genexal Pariner
By:
Name: �� �, �
Title: I�(�S► � " �
RECOMMENDED FOR APPROVAL:
By: �
Kir aughter
D�eetor of Publie Events
Agreement between SCN and Gity
��l�Ft61AL ���ii�
�I`iT�'' 3���L-i��'; �
�i ��' yM� �, 19 of 27
II
This contract conkains iaformation deemed propriety hy SGN.
APPRO�ED AS TO FORM
AND LECxALTTY: �
Tyler F. W�1�ch
Assistant City Attorney
7
ATTEST: � � �
� 1 /� ,�,-
lS��'
ary Kay � ; �
City Secretary
M&C: P-11670
Date: July 1 S, 2014
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Agrcement between SCN and City 2Q of 27
This contrant cantains infnrmation deeaned prnpriety by SCN.
EXHIBIT A
(PROPRIETARY INFORMATION)
I.
Description of Ser�ices
A. SCN shall, at its �ole cost and expense, prnvide vaice, da�a, and Wi-Fi communication
services for all Clients az�d Exhibitars of the �'WCC consistent with the standards and practices
common to this industry. The Seroic�s to be provided and corresponding rates to be charged are
set forth below and may be adjusted by written agreein.ent of ihe City and SCN.
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S�� �nm�i�rtt� Orde�s �1h Fa��r+t ar¢� �lati� P�afl T�r:
SAIIAEtT GITY NEliN4R14S T�'�
S7� �,'. 9ad�¢a AveRu�, Suite 'E 10 Las Vega�. FfV 8�118
(8�81446-69i'I FAl( (7�1943-8�1 - �F- '
For �mart Giiy Us�e Only: I Custa�er �ia: �_ . �
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Agreementi�etrveen SCN and City 21 of27
This cantract contains inPormation deemed proprieiy by SCN,
*Voice Services — Additional 5ervic� details concerning voice services
1. SCN shall �rovide rental, activatian and accounting ai telephanes as
requested by Clients and Exhibitors.
2, SCN shall provide full call accounting of inte�ational calling.
II.
Delivery of Services
A. Pre�Event Discavery
I. SCN shall condnct a pre-Event discovery up to 12 montks prior to a scheduled
Event. The pre-Event discovery riaay include site visits, kick-off ineetings, Event
plans, project visualization, and pre-site walkthroughs, and pre-Event meetings to
review each Client's and Exhibitor's needs concerning the Seivices.
B. Pre-E�ent Marketin�
1. SCN's ansite manager shall initiate contact with Evenf management within a
reasanable tirne prior to an Event's scheduIed move-in date.
2. Upon receipt of Client and Exhibitor Iists from the Client and E�ibitor, SGN's
internal sales team shall initiate marketing and sales efforts to exhibitors and
educate axhibitors on all product and Seiwice offerir�gs, including, but not limited
to, a1i data, Wi-Fi, and vaice support se�vices.
3. SCN shall provide Event organizexs marketivag kits upon initial site visitation or
upon request to inform and educat� th� customer abaut services provided by
SCN.
C. Orderin� and Production
1. Priar to the start of any individual Even�, SCN s�a� pex•�orm tk�e folIowing:
i. Produce completion and status reports fot• tk�e Sazvices, which shall
include, without limitation, number of orders receivad, proc�ed, paid, and
the like.
ii. Review floor plans with the general service contractor to coordinate cable
layou# with fi•eight rnovement and carpet installation. The general services
Agreement between SGN and City 22 af 27
This contract contains infonnation deemed propricty by SCN.
contractar is typica.Ily the decorator or company that provides the scaled
diagram of the floor configuration of FWCC exhibit space for an Event.
iii. Provide workforce projections based on acival and estirnated Event
volumes through a cornputer program called AESOP.
iv. Check all materials az�d inventory levels and order any s�ecial cabling or
equipment.
v. Print standard AES4P checkiists and labels to be placed on the cables that
connect to the Glient and Exhibitor equipmez�t.
vi. Print designation labels for line-card tagging of a11 circuits to be
distributed to the exhibitors. These tags contai� vaivable troubleslaooting
information, such as phone nuxaabers, equipment identi�ers, and cable pair
assignments,
D. Event (Pre, Durin�, and Postl
�. SCN sha11 ensure that all equipment n�cessary to fulfill the Sezvices set fort}�
herein for each E�ibitor and client is properly and timely installed, programm�d,
and tested, including, but not limited to, drop Iines in appropriate flaor or colwnn
Iacations PBX progra�ffiing, cabling for small LANs and the Iike.
2. SCN shall be responsible for any and all set-up and tear down associated with the
Services to be provided for each Event, inc�uding, but not limited to, the removal
of a11 drop lines and cabling i�► flaox ar column locari�ns,
3. Far events with a larger order base, �CN shall xnaintain a seiviee desk du7-ing the
Ever�t's operating hours. Each service desk shall be �quipped with remote access
for on-demand inforrnatian. For all o�her evez�ts, a direct access phone line will be
placed at the se�vice desk for instant assistance.
4. SCN shaIl conduct quality checks of FWCC floor plans, Even� information, and
prop�r installation of alI necessary equipment azxd infrastructure related to the
Services to be provided hereunder.
5, SCN shali ensure that each piece of equip�nent is electronicallp perfarmance-
checked by a remn�� monitoring system during au Event.
6. Once an Event begins, SCN's representatives shall acti�ely visit the Client and
Exhibitors to ensure that all Services are satisfactory.
7. SCN shall electz�anically �aonitar aI1 internei access during an Event.
�CN shall be respansible fox coordinating with any carrier and internat service
provider for problem resolution of any internet a�cess and any related network
problems.
Agreement 6ehveen SCN and City 23 of 27
T'liis contract cuntains infannation deemed propricty by SCN.
9. SCN shall assist Clients and Exhibitors with interface or canfigezration prable�ns
such as IP addresses, DNS narnes and cable configurations for internet access up
to the demarcation point.
E. Billin�, Invoicin�, and Collection
1. SCN shall be responsible for all billing, invoicing, and collec�ian activiiies for
aziy Services to Clients and Exhibitors of the FWCC puxsuant to the terms of this
Agree�nent.
2. 5CN sha11 ensure that all payme�ts fox the Services provided pursuant to this
Agreennent are receivec� by SCN frorn the Clients and Exhibitors prior to
pro�iding any such Services,
F. Fo11aw-un
1. At the close nf each Event, SCN shall conduct surveys to rate the eustomers
averall satisfaction with the Services pro�vided, including, but not limited to,
technology and capabili�ies.
C. On�oine Obli�ations of SCN
f. SCN shall be r�sponsible for developing an order form for all of the Servic�s to
be provided hereunder and issuing receipts to ali Clients and Exhibitors fax
Services render�d. The ordei• form and any xevisions thereto are suhject to ihe
prior approval of the Director.
2. SCN shall provide and maintain all routers and Ethernet svexitches and voice
wu�ing infrastructur� sufficient to carry aut the Services to be provided hereunder.
3. SCN shall coordinate any and all speciai access arrangements frorn providars.
4. SCN shall clean up and inaintain all meeting wall data and voice jacks and exhibit
hall wiring in the FWCC
5. SCN shali work closely with the Duector in the performance ai any Services and
related tasks reasonably required by the I7irector iun. order to fulfill the intent of
fihis Conteact.
6. SCN shall dedicate a�ull-ti�e genaral ma�ager on-site at the F�LTCC as well as
adequate staff to ensur� that the Services set forth herein are carried in to the
highest industry standa��ls.
Agreement between SCN and City 2� af 27
This conhact cantains information deemed propriety hy SChi.
_ . . ` , =-{ G�� ��
' � / � � �� � ir (i a 1 � � •
: . Zj
Agieement 6etween SCN and City 25 of 27
�
Exhibit B
(PROPRIETARY INFOZtMATI01�
A. Core Gear Upgrades (approximately $95,000.00).
1. �CN shall Xepiace all remaining city-owned Cisco devices, which are End of Life
or End of Suppori. Primarily, the Core 5witch and the IDF 1 switch will be completeiy
replaced and will have new network shelves installed. This new technology upgrade will
increase th� ability of the core switch to do its job rnore eff'icient�y and handl� a higher
1eve1 of traffic. Also, with new shelves and chassis, MTBF (Mean Time Between Failure)
will be impro�ed over what exists today, so reliability vviIl b�tter.
2. Further, SCN shall upg7ade ihe connectivi#y between the MDF svvitch and the
IDF 1 switeh 10-%Id, from 1Gbps to lOGbps. The IDF 1 distributian switch serves many
areas of the FWCC, and is a criticai infrasttvcture component, so this upgradad
connectivity is irnportant to a high 1eve1 of service to the FWCC's event clients. FWCC
usexs and clients will see increased reliability, greater in#errlet speeds, and the ability to
suppart mnre users across the network.
3. Specifically, SCN shall purchase and install the following chassis and modules;
Cisco Core and IDF1 Switch
� Model EOL Date Replacement Quantity Each Total
� WS-Cb509 11/30/12 WS-C6509-E 2 $3,995 $7,99D
� WS-X64Q8A.-GB�C S/31/14 WS-X6516A-GBIC 4 $595 $2,380
� WS-SUP720-3B EQS VS-S724-1OG-3C 3 $18,900 $56,700
� WS-X6348-RT-45
� W�-CAC-2500W
�
VoIP Hardware
�TS-X6148-GE-
1131/11 45AF 5 $500 $2,500
1/31/11 WS-CAC-3400W 4 $15fl $600
Totai Ec�uipment Cost (not including �abor, tax & freight} $70,170
I Dell R210 $1,000 1
I Digium PRI card $1,500 1
� Digium SIP IAD $Z,500 1
� Analog Gateway $1,500 1
� Digital Phones $250 5
I Tatal Equipment Cost (not including labor, taa� &
freight)
B. VOiP PB� (appraxirnately $10,00Q.Q0}
$1,000
$1,500
$2,500
$1,500
$1,250
$7,750
1. SCN shall �•eplace th� FWCC's existing End of Life Noi�el PBX in place and
replace it with a web-based PBX solution.. FreePBX is easy to customize and
adapt to FWCC's changing needs. F�•eePBX can run in fi11e cloud or on-site, and is
Agreetnent between SCN and City 2fi of 27
17734039v.6
�
This eontract contains inPo��nation deemed propriaty by SCN.
currently being used to manage ihe business comrnunications of aIl siz�s and
types of businesses from small ane-person businesses to multi-locatian
carporations and call centers. The FreePBX appliance is a purpose built, high
perf�rmance PBX solution. Designec� and rigorously tested for optimal
perfarcnance this is the only official supported hardwar� solution far FresPBX.
G Mabile Application {approximately $10,000}
1. SCN shall impleanent and manage a FWCC Mobile App, which would be available
to a11 FWCC users and attendees fox local infom�aation se�vices, wayfinding,
building �er�ices, trazasportation data {including, but not limited to, flights, taxis,
real tima traffic npc�ates, and public trax�sportation informatian), and the like. This
mobile applicatian shall allow Event attendees the option to re�iew venue maps,
floor plans, Event programs, schedules, and updates fram mobile devices. This
mabi.le app sha�l he available to Event managers to customize for their needs in
the future, as well. Tha Mobile App shall be owned and opera�ed, at a�I times, by
SCN; howe�er, any and all content contained within the Mobile App shall be
subject to approval by the Dir�ctor, in is sole and absolute discretion. �hauld t�e
Directar disapprave of any content an the Mobile App, the SCN shall remove such
content immediately or witl�in a reasonable amount af time.
Agreement batween SCN and City 27 of 27
�I�l/ �� �Ol�i' �/4�i�, ��')Cc��
��yor ��� �o��c�� �o�nu����ca�oor�
co�t�c��. �c���r�: �������� �n ���������
DAT�: Tuesday, ,luly 15, 2a14 RI��FRI�I�C� iVO.: **P-1167d
�OG f�A�N�: 13P13�4-fl059 COMMUNICATION SERVIC�S EW
SUBJ�Ci:
Authorize Contract v�rit� Smar� City Networks, Limited Partnersl�ip, to Provide Exclusive Communicatians
Services for Facili#y Us�rs and Exhibitors at the Fort Worth Conventior� Center (CDUNCIL DISTRICT 9)
��con��������oN:
It is recommended #hat the City Co�ncik autharize a contract with 5mart City Networks, Limited
Partnershi�a, to provide exclusive cammunicat�ons services for facility users and exhibitors at the Fort
Worth Con�ention Centar.
�[SCUSSION;
The Public E�ents Department will use this Agreement ta provide cammunications services for both facility
users and exhibitors at the Fort Worth Con�eniion Center {FWCC). While the FWCC provides free Wi-Fi
in public spaces, large ��ents require enhanced services that can be purchased by event holders to
ensure adequate speed and consistency. The facility users and exhibitors will have access to voice, data
and internet services at a competitive price ihrough a single, on-site service pravider. The
communications users will have the option of ardering their services in person, by phone ar over the
int�rne� and may track fhe order through a computerized tracking system ar through a central customer
service office. ltemized billing and customer service surveys are pr��ided for al{ serrrices.
5rnart City Networks {SCN) is being recommended as the exclusi�e provider of these services at the
FWCC �€or exhibitors and facility users based on its proposed business pEan and approach, o�erall
commission structure, value to the customer and superior experience in providing technolagy services to
convention ceniers. SCN has existing, efficient op�rational policies and procedures that are supported by
specialized saftware and has 12 years demor►strated experience in the FWCC market. Voice and data
services fior the Public Events Department administrative offices w�ll continue to be provided by the City's
Informatian Technology Solutions (ITS) Department.
Proposed Cammissior� Revenue 5tructure:
Gross �evenue
�a to ��ao,000.aa
��oo,oa� .00 to �sao,000.oa
$800,001.00 and above
Percen�age �o CNfy
3Q Percent
35 Percent
38 Percent
In additian fo the commission, SCN has committed to pay the City the amount of $120,aao.ao ��o�,
execution of an Agreement with a fve year term plus an ac[ditional $60,000.00 upon fihe execution of the
two year option. An addEtional amount of $25,000.00 will be paid if gross revenue exceeds $'l,000,000.40
per year and an additiana� $50,OD0.00 shall be paid if gross revenues exceed $1,250,OOQ.04 per
Logname: 13P1314-OOS� COMMUl�TICATION SERVICES EW Page 1 of 2
Dear Requestor:
The City oF �'ort Wax� zs in receip� of your request for public in�azmation. The information yo�
requ�sted contauxs infortnation tha� xelates to a motor vehicle aperator's, driver's licez�se ox
permif or a personal idantifica�zor� document issu�d by au agency of �his sfiafie, another state or
country a�thoriz�d to iss�.e such dacutnent. -
This in�ormation is confidential eander .sectaon 552.130 of t1�e Texas Govarnment Code. Qux
off ce is prohibiied by Iaw from xeleasing thi.s informatzan to yo�, and therefore we have
removed this information from the en.closea informa�ion we axe �roviding tn you.
Yau have the �ight to appeal our decision to vvithhoZd this infarmation from you to the Texa,�
Attorney General. IaF you do not wan� to appeaJ, you do not need fio do anythi_ng e1se.
If you wish to appeal, you must sez�d the atiornay general a signed, vv�ritten staieme�x� indzcating
you�r wish to a�peal the �cxrithhaldi.ag of infor�ation. Include the na7m� o� the governmental bod�
�at wifihheld information. from you and the date yau inade your o�igixaal xequest for information.
You m�st also i�clude a copy of your oxzg�inal re�uest for in�orznation, or if you are unable to
pro�vide a copy, a descripfion a� youx oz�ginal request £or i.nformation. You may also submit
written comments sfafi�ag why you think the �ozmatzon should b� released to yau, but you ar�
noi required fo do sa.
Send ya�.r appeal by mail to the attoz�.ey general at:
Op�n Recard.s Division
P.O. Box 12548
Au�tin, Texa� 7$711-2548
Within forty-five business days after re�eiving all o� the above-Iist�d iiems necessary to ftle yaur
appeal, the at�orney general will i�sne a vvritten �aling on the matter. You will receiv� a copy af
this ruling i� the znail.
Sincerely,
Ciiy Secxe�ary
year. 5CN will also pay the City an upfront amaunt of $30,OD0.00 for the estabiishment of a new
marketing/technoingy f�nd and contribute an additional thr�e percent of its monthly gross revanue during
the term of the Agreement. Finally, a capitai investment of $115,000.00 was committed by 5CN for the
replacement of technology equipm�nt, Voice ouer Internet Protocol Public Branch �xchange for Exhibitor
Services ancf a custQm facility rr�obile applicat�on for the FWCC.
ADVERTISEMENT � The Request far Proposals (R�'P} was ad�ertised En the �ort Worth Star-Tef�aram on
February 5, 20'{4, February 12, 2a14, February 19, 2014, February 26, 2014 and March 5, 2014. One
hundred sixty-four vendors were salicited from the purchasing ciatabase; two responses were received.
MIWBE O�FICE - A waiver of the goal for MBEISB� subcantracting requiremenfs was requested by the
Purchasing Division and appraved by the MIWBE Offic�, in accordance with Texas Locai Go�ernment
Cade 252.022(a}('I4), as goods purchased by a mu�icipality fiar subsequent retail sa[e by �he
municipaiity.
AGREEMENT TERM - The term of this Agreement will be far fiue years and may be renewed for one
additional fwo-year period.
The renewal action does not require specifc City Council approva! provided that the City Council has
apprflpriated sufficient funds fo sattsfy the City's obligations during the renewal term.
�ISCAL I�FORII�i4ilON 1 C�RiIFICAiION:
The Financial Management Services Director cer�ifies that the Public Events Departrr�ent is responsible for
�he collee#ion and deposit of funds under this contraci.
BQNl14-00591EW
FUfVD C�fVY�RS:
i0 �undl�,ccountlCer�ters
�ROf�I �undlAccou�tlCenfers
GG04 443443 0246000
$�.00
C�RTI�ICAiIONS;
5ubmitted for Citv 19d�ana�er's Office bv.
O�iainafina �epar�ment Head:
Additional Informativn Confacf:
5usan Alanis (8180)
Aaran Brovos (8517)
Jack Dale (8357)
Eryck Walker (6610)
�iTACI°ii4�ENTS
1. Waiver 14-0059.qdf {CFW Internal)
Logname: 13P1314-0059 COMMiJNICATION SERVICE� EW Page 2 of 2