HomeMy WebLinkAboutContract 61731City Secretary Contract No. 61731
FORT WORTH®
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement") is made and entered into by and between
the City of Fort Worth, a Te xas home-rule municipal corporation (the "City" or "Client") and
Johnston Te chnical Services, Inc. a Te xas Corporation ("Vendor"). City and Vendor are each
individually referred to herein as a "party" and collectively referred to as the "parties." The term
"Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or
subcontractors. The term "City" shall include its officers, employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1.This for Vendor Services Agreement;
2.Exhibit A-Statement of Work;
3.Exhibit B-Price Schedule; and
4.Exhibit C-Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all
purposes. In the event of any conflict between the documents, the terms and conditions of this
Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1.Scope of Services. Vendor hereby agrees, with good faith and due diligence, to
provide the City with corrective maintenance, repairs, or installation of radiofrequency (RF)
related antennas and cabling on communications towers. Specifically, Vendor will perform all
duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A"
and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor
shall perform the Services in accordance with standards in the industry for the same or similar
services. In addition, Vendor shall perform the Services in accordance with all applicable federal,
state, and local laws, rules, and regulations. If there is any conflict between this Agreement and
Exhibit A, the terms and conditions of this Agreement shall control.
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2. Term. This Agreement shall commence upon the date signed by the Deputy City
Manager below ("Effective Date") and shall expire no later than one-year after date of execution,
("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties. This Agreement may be renewed for four (4) one-year terms
at the City's option, each a"Renewal Term." The City shall provide Vendor with written notice of
its intent to renew at least thirty (30) days prior to the end of each term.
3. Compensation. The City shall pay Vendor an amount not to exceed one hundred
thousand dollars 0/00 ($100,000.00) in accordance with the provisions of this Agreement and
Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all purposes.
Vendor shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City
shall not be liable for any additional expenses of Vendor not specified by this Agreement unless
the City first approves such expenses in writing. City agrees to pay all invoices of Vendor within
thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not to
exceed one percent (1%).
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at
any time and for any reason by providing the other party with 30 days written notice of
termination.
4.2. Breach. If either party commits a material breach of this 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 this Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
43. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by the City in any fiscal period for any payments due hereunder, the City will
notify Vendor of such occurrence and this Agreement shall terminate on the last day of the
fiscal period for which appropriations were received without penalty or expense to the City
of any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide the
City with services requested by the City and in accordance with this Agreement up to the
effective date of termination. Upon termination of this Agreement for any reason, Vendor
shall provide the City with copies of all completed or partially completed documents
prepared under this Agreement. In the event Vendor has received access to City information
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or data as a requirement to perform services hereunder, Vendor shall return all City
provided data to the City in a machine-readable format or other format deemed acceptable
to the City.
5. Disclosure of Conflicts and Confidential Information.
51. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to
Vendor's services under this Agreement. In the event that any conflicts of interest arise after
the Effective Date of this Agreement, Vendor hereby agrees immediately to make full
disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use
products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's
provision of services under this Agreement shall not be grounds for the City to have or
obtain any rights in such proprietary products, materials, or methodologies unless the
parties have executed a separate written agreement with respect thereto. Vendor, for itself
and its officers, agents and employees, agrees that it shall treat all information provided to
it by the City ("City Information") as confidential and shall not disclose any such
information to a third party without the prior written approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the
State of Texas and all documents held or maintained by City are subject to disclosure under
the Texas Public Information Act. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such
reasons are sufficient will not be decided by City, but by the Office of the Attorney General
of the State of Texas or by a court of competent jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in
a secure manner and shall not allow unauthorized users to access, modify, delete or
otherwise corrupt City Information in any way. Vendor shall notify the City immediately if
the security or integrity of any City information has been compromised or is believed to
have been compromised, in which event, Vendor shall, in good faith, use all commercially
reasonable efforts to cooperate with the City in identifying what information has been
accessed by unauthorized means and shall fully cooperate with the City to protect such
information from further unauthorized disclosure.
6. Right to Audit.
61. Vendor agrees that the City shall, until the expiration of three (3) years after
final payment under this Agreement, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of the Vendor involving
transactions relating to this Agreement at no additional cost to the City. Vendor agrees that
the City shall have access during normal working hours to all necessary Vendor facilities
and shall be provided adequate and appropriate work space in order to conduct audits in
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compliance with the provisions of this section. The City shall give Vendor not less than 10
days written notice of any intended audits.
6.2. Vendor further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that the City shall, until
expiration of three (3) years after final payment of the subcontract, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and
records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and
shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less
than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall
operate as an independent contractor as to all rights and privileges granted herein, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its
operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors.
Vendor further agrees that nothing herein shall be construed as the creation of a partnership or j oint
enterprise between City and Vendor. It is further understood that the City shall in no way be
considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants,
employees or subcontractors of Vendor shall be entitled to any employment benefits from the City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJLJRY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS,
AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING
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DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section
8C each individually referred to as a"Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims
made against the City for infringement of any patent, copyright, trademark,
service mark, trade secret, or other intellectual property rights by the use of
or supplying of any Deliverable(s) in the course of performance or completion
of, or in any way connected with providing the services, or the City's continued
use of the Deliverable(s) hereunder.
8.3.3. 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 this Agreement,
it being understood that this agreement to indemnify, defend, settle or pay shall
not apply if the City modifies or misuses the Deliverable(s). So long as Vendor
bears the cost and expense of payment for claims or actions 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 this 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
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City's assumption of payment of costs or expenses shall not eliminate Vendor's
duty to indemnify the City under this 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 this 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 AND AMOUNTS SET FORTH IN SECTION 10
OF THIS AGREEMENT.
9. Assignment and Subcontracting.
91. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants
consent to an assignment, the assignee shall execute a written agreement with the City and
the Vendor under which the assignee agrees to be bound by the duties and obligations of
Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all
obligations under this Agreement prior to the assignment. If the City grants consent to a
subcontract, the subcontractor shall execute a written agreement with the Vendor
referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Vendor under this Agreement as such duties and obligations
may apply. The Vendor shall provide the City with a fully executed copy of any such
subcontract.
10. Insurance.
10.1. 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:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
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include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in
providing services under this Agreement, including owned, non-owned, or hired
vehicles, with a combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of
$1,000,000 per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Covera�e 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.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
virus;
10.1.5.3.3. Implantation of malicious code or computer
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with
final adjudication language;
10.1.5.3.5. 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;
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10.1.5.3.6. 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
10.1.5.3.7. Any other insurance as reasonably requested
by City.
10.2. General Insurance Requirements:
10.2.1. 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, officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
10.2.3. 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.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained
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all required insurance shall be delivered to and approved by the City's Risk
Management Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the
City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall
immediately desist from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives,
assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that
in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by law.
If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its
personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume
such liability and to indemnify and defend the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its
agents, employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Deputy City Manager
200 TeXas Street
Fort Worth TX 76102
With Copy to the City Attorney
at same address
TO VENDOR:
Johnston Technical Services, Inc.
Attn: Authorized Signatory
5310 S. Cockrell Hill Road
Dallas, TX 75236
14. Solicitation of Emplo,�. Neither the City nor Vendor shall, during the term of
this Agreement and additionally for a period of one year after its termination, solicit for
employment or employ, whether as employee or independent contractor, any person who is or has
been employed by the other during the term of this Agreement, without the prior written consent
of the person's employer. This provision shall not apply to an employee who responds to a general
solicitation or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this
Agreement, the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein shall not constitute a
waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert
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any such right on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with
the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired.
19. Force Ma',�eure. City and Vendor shall eXercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any
delay or omission in performance due to force majeure or other causes beyond their reasonable
control, including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots, epidemics or pandemics, material or labor restrictions by any governmental authority,
transportation problems, restraints or prohibitions by any court, board, department, commission,
or agency of the United States or of any States, civil disturbances, other national or regional
emergencies, and/or any other similar cause not enumerated herein but which is beyond the
reasonable control of the Party whose performance is affected (collectively "Force Majeure
Event"). The performance of any such obligation is suspended during the period of, and only to
the extent of, such prevention or hindrance, provided the affected Party provides notice of the
Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as
reasonably possible, as determined in the City's discretion, after the occurrence of the Force
Majeure Event. The form of notice required by this section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for
reference purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party
hereto unless such amendment is set forth in a written instrument, and duly executed by an
authorized representative of each party.
23. Entiretv of Agreement. This Agreement, including any exhibits attached hereto and
any documents incorporated herein by reference, contains the entire understanding and agreement
between the City and Vendor, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void
to the extent in conflict with any provision of this Agreement.
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24. Counterparts. This Agreement may be executed in one or more counterparts and
each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall
together constitute one and the same instrument. An executed Agreement, modification,
amendment, or separate signature page shall constitute a duplicate if it is transmitted through
electronic means, such as fax or e-mail, and reflects the signing of the document by any party.
Duplicates are valid and binding even if an original paper document bearing each party's original
signature is not delivered.
25. Warrantv of Services. Vendor warrants that its services will be of a professional
quality and conform to generally prevailing industry standards. City must give written notice of
any breach of this warranty within thirty (30) days from the date that the services are completed.
In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to
re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by
the City to Vendor for the nonconforming services.
26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine
their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which
is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in
writing as soon as the determination is made listing the specific reasons for rejection. The Vendor
shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment
to the Vendor shall not be authorized unless the City accepts the deliverable in writing in the form
attached. The City's acceptance will not be unreasonably withheld.
27. Network Access.
271. 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 "D" and incorporated herein for all purposes.
27.2. 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 this 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
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Attorney General.
28. 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.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section
4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall first
attempt to resolve the matter through this dispute resolution process. The disputing party shall notify
the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within
ten (10) business days of receipt of the notice, both parties shall commence the resolution process and
make a good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out
of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60)
days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-
binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of
both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association
or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the
parties. Each party shall be liable for its own expenses, including attorney's fees; however, the
parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute
through mediation, then either party shall ha�e the right to exercise any and all remedies a�ailable
under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with this informal dispute resolution process, the parties agree to
continue without delay all of their respective duties and obligations under this Agreement not
affected by the dispute. Either party may, before or during the exercise of the informal dispute
resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott 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 2271 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
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies
Vendor Services Agreement — Technology (Rev. 8/19)
Page 12 of 20
City Secretary Contract No. 61731
that Vendor's signature provides written verification to City that Vendor: (1) does not boycott
Israel; and (2) will not boycott Israel during the ter�n of the Agree�nent.
31. Reporting Requirements.
31.1. For purposes of this section, the words below shall have the following
meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual
conduct or sexual performance as defined by Section 43.25 of the Texas Penal
Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical,
or other high-speed data processing device that performs logical, arithmetic, or
memory functions by the manipulations of electronic or magnetic impulses and
includes all input, output, processing, storage, or communication facilities that are
connected or related to the device.
31.1.4. Computer technician means an individual who, in the course and
scope of employment or business, installs, repairs, or otherwise services a computer
for a fee. This shall include installation of software, hardware, and maintenance
services.
31.2. Reportin� Requirement. If Vendor meets the definition of Computer
Technician as defined herein, and while providing services pursuant to this Agreement,
views an image on a computer that is or appears to be child pornography, Vendor shall
immediately report the discovery of the image to the City and to a local or state law
enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited
Children. The report must include the name and address of the owner or person claiming a
right to possession of the computer, if known, and as permitted by law. Failure by Vendor
to make the report required herein may result in criminal and/or civil penalties.
32. Signature AuthoritX. The person signing this agreement hereby warrants that
he/she has the legal authority to execute this agreement on behalf of the respective party, and that
such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by
any authorized representative of Vendor whose name, title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate
herein by reference. Each party is fully entitled to rely on these warranties and representations in
entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4
(Duties and Obligations), 5(Disclosure of Conflicts and Confidential Information), Section 6
(Right to Audit), and Section 8(Liability and Indemnification) shall survive termination of this
Vendor Services Agreement — Technology (Rev. 8/19)
Page 13 of 20
City Secretary Contract No. 61731
Agreement.
20. Prohibition on Bo. c�g Energv Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, 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
2276 of the Texas Government Code. To the extent that Chapter 2276 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.
34. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
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 Chap-
ter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-
nature 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.
35. Electronic Si ng atures. This Agreement may be eXecuted by electronic signature,
which will be considered as an original signature for all purposes and have the same force and
effect as an original signature. For these purposes, "electronic signature" means electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signa-
ture, or signatures electronically inserted via software such as Adobe Sign.
36. Entiretv of Agreement. This Agreement contains the entire understanding and
agreement between City and Vendor, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
(.signature page follows)
ACCEPTED AND AGREED:
CITY:
Vendor Services Agreement — Technology (Rev. 8/19)
Page 14 of 20
CITY OF FORT WORTH
By: ��>-p�
Nrune: Mark McDaniel
Title: Deputy City Manager
Date: Jul22,2024
APPROVAL RECOMMENDED:
By:
Nrune: Kevin Gunn
Title: Director, IT Solutions
AT TEST:
By:
Nrune: Jannette Goodall
Title: City Secretary
VENDOR:
Johnston Technical Services, Inc.
By: �40 C�
Nrune: Thomas Emerick
Title: Vice President
Date: 7/19/2024
Vendor Services Agreement-Technology (Rev. 8/19)
City Secretary Contract No. 61731
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I run the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: Lawrence Crockett (Jul 19, 202411:28 CDT)
N rune: Lawrence Crockett
Title: Senior Manager, IT Solutions
APPROVED
LEGALITY:
AS
�� By: T�
TO
Nrune: Taylor Paris
FORM
Title: Assistant City Attorney II
CONTRACT AUTHORIZATION:
M&C: NIA
Date Approved: NI A
Form 1295 Certification No.: NIA
AND
Page 15 of20
City Secretary Contract No. 61731
EXHIBIT A
STATEMENT OF WORK
Vendor will provide the City with corrective maintenance, repairs, or installation of ra-
diofrequency (RF) related antennas and cabling on communications towers, as more fully
described below:
2.1 The Communication Towers service 160 entities, including the City of Fort
Worth, for radio communication of emergency services, including Police and
Fire.
2.2 WARRANTY: The Vendor shall provide a warranty to include at a mini-
mum, but not limited to the following:
2.2.1 In addition to any other warranties in this contract, the Vendor war-
rants that all work and products supplied under this agreement con-
form to the agreement requirements and are free from any defect in
workmanship, equipment, material, or design furnished by the Vendor
or any Vendor at any tier.
2.2.2 Vendor agrees to repair or replace promptly, on a one-for-one basis
without additional cost to the City of Fort Worth, any defective work
and products. The City defines "prompt" repair or replacement to be
within twenty- four (24) hours after notification by authorized City
personnel.
2.2.3 The Vendor shall remedy at the Vendor's expense any non- conform-
ing or defective products or work. In addition, the Vendor shall rem-
edy at Vendor's expense any damage to real or personal property
owned by the City of Fort Worth, when that damage is the result of a
defect of products furnished.
2.2.4 The Vendor's warranty with respect to products repaired or replaced
will run for 90 days from the date of installation and acceptance of
such by the City.
2.2.5 The City of Fort Worth shall notify the Vendor, within a reasona-
ble time after the discovery of any failure, defect, or damage.
2.2.6 If the Vendor fails to remedy any failure, defect, or damage within a
reasonable time after receipt of notice, the City of Fort Worth shall
have the right to replace, repair, or otherwise
remedy the failure, defect, or damage at the Vendor's expense.
Vendor Services Agreement — Technology Page 16 of 20
City Secretary Contract No. 61731
2.2.7 This warranty shall not include failures attributable to accident, fire, or
negligence on the part of City personnel.
2.2.8 Concerning all warranties, expressed or implied, from manufactur-
ers, or Vendors for work performed and materials furnished under
this contract, the Vendor shall:
2.2.8.1 Obtain all warranties that would be obtained in nor-
mal commercial practice;
2.2.8.2 Enforce all warranties for the benefit of the City of Fort
Worth.
2.3 SAFETY
23.1 The Vendor shall be responsible for meeting all Federal: laws, ordi-
nances, and regulations; State: laws, ordinances, and regulations;
County: laws, ordinances, and regulations; and
City: laws, ordinances, and regulations for safety of people,
environment, and property. This includes, but is not limited to, all
licenses, all Federal, State, County, and City Agencies, Administrations,
and Commissions such as the Environmental Protection Agency (EPA),
Occupational Safety and Health Administration (OSHA), and the Texas
Commission on Environmental Quality (TCEQ).
2.4 HAZARDOUS CONDITIONS
2.4.1 The Vendor is required to notify the City unmediately of any hazard-
ous conditions and/or damage to City property.
2.5 SPECIFICATIONS
2.5.1 Vendor must have been active in the tower maintenance business for a
minimum of five (5) years.
2.5.2 The Vendor must be able to provide the City with a 4- hour emer-
gency response time.
2.5.3 Services will be requested via a Purchase Order that will be sent
through email. Vendor will be responsible for maintaining an active
email address in their PeopleSoft Vendor Portal and for checking their
email regularly.
Vendor Services Agreement — Technology Page 17 of 20
City Secretary Contract No. 61731
2.5.4 The City will have the option to purchase any materials or equip-
ment needed to complete a service request. This will be determined
on a case-by-case basis.
2.5.5 The services requested shall include but not limited to the fol-
lowing:
2.5.5.1 The Vendor shall respond to City communications within
24 hours with a quote for any requested replacement parts.
2.5.5.2 Replacements and repairs will occur the same day as re-
quested if replacements are available. Antennas needing
to be ordered shall be installed within 24 hours of deliv-
ery.
2.5.5.3 The Vendor shall respond to City emergency request within
two (2) hours with an estimated timeline for resolution for
wind or storm damage, and where possible, a total response
time of no more than four (4) hours.
2.5.5.4 Re-alignments shall occur the same day as requested
whenever possible. If same-day response cannot occur,
the vendor must inform the Communications Division be-
fore 4 pm on the day of the request.
2.6
CORRECTIVE MAINTENANCE
2.6.1 Corrective Maintenance shall be performed on City of Fort Worth-
owned Tower Sites (see attachment A) as required. These shall be
completed per the inspection report generated after the tower's an-
nual inspections by the City's Contractor.
Corrective maintenance refers to non-emergent repairs and shall include
but not limited to the following:
2.6.1.1
2.6.1.2
2.6.1.3
2.6.1.4
Repair items that impact the structural integrity of the
Tower as deemed by the detailed inspection report.
Guyed Cable - re-tension, plumb & twist, replacement and
installation.
Replacement of corroded or damaged hardware.
Restore earth support to the Anchor foundation as
Vendor Services Agreement — Technology Page 18 of 20
City Secretary Contract No. 61731
deemed necessary by detailed inspection report.
2.6.1.5 Refurbish Tower paint per The Federal Aviation Admin-
istration (FAA) paint color requirement or to protect fin-
ish as deemed necessary by the detailed inspection re-
port.
2.6.1.6 Clean and/or replace rusted hardware from the Towers and
apply protective paint for CAT2 or above corrosion as
deemed necessary by the detailed inspection report.
2.6.1.7 Install Grounding bar, and grounding kits, and attach to
grounding ring/bar to maintain R56 standard.
2.6.1.8 Restore earth support to the Anchor foundation as
deemed necessary by detailed inspection report.
2.6.1.9 Weatherproofing coax cabling.
2.6.1.10 Microwave dish realignment.
2.6.1.11 Cable installation.
2.6.1.12 Cable sweeps.
2.7 Motorola R56 requirements: The vendor shall follow and comply with
Motorola standards.
2.8 OSHA Requirements: The vendor shall follow and comply with all OHSA
regulations.
Vendor Services Agreement — Technology Page 19 of 20
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City Secretary Contract No. 61731
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Johnston Technical Servcies, Inc.
5310 S. Cockrell Hill Road
Dallas, TX 75236
Radio Tower Maintenance
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind the Vendor and to execute any
agreement, amendment or change order on behalf of Vendor. Such binding authority has been
granted by proper order, resolution, ordinance or other authorization of Company. The City is fully
entitled to rely on the warranty and representation set forth in this Form in entering into any
agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority. The City is entitled to rely on any
current executed Form until it receives a revised Form that has been properly executed by the
Vendor.
1. Name: Thomas Emerick
Position: Vice President
����
Signature
2. Name: John Thompson
Position: General Manager
�
I� 11n
ignature
3. Name:
Position:
Signature
Name:
-��, r I �
Signature of President / CEO
Other Title: CEO
Date: 7�19/2024
Vendor Services Agreement — Technology Page 20 of 20