HomeMy WebLinkAboutContract 46820-R10A6 (2)CSC No. 46820-R10A6
TENTH RENEWAL AND SIXTH AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 46820
BETWEEN CITY OF FORT WORTH AND DEAF LINK, INC.
This Tenth Renewal and Sixth Amendment is made and entered into by and between the
City of Fort Worth ("City"), a Texas home -rule municipal corporation acting by and through its
duly authorized City Manager, and Deaf Link, Inc. ("Vendor"), a corporation acting by and
through its duly authorized representative, each individually referred to as a "Party" and
collectively referred to as the "Parties".
WHEREAS, the Parties previously entered into City Secretary Contract 46820
("Agreement"), and
WHEREAS, the Parties wish to renew the Contract for its tenth renewal term from
February 01, 2025 to January 31, 2026; and
WHEREAS, the Parties also wish to amend Exhibit A of the Agreement to reflect an
increase in the Vendor's unit prices. The maximum compensation amount for any single term of
the Agreement will remain an amount not to exceed $100,000.00.
NOW THEREFORE, known by all these present, the Parties, acting herein by the through
their duly authorized representatives, agree to the following terms, which amend the Agreement
as follows:
I.
AMENDMENTS TO AGREEMENT
The following term is hereby amended to either replace any conflicting term in the
Agreement or shall be added to the terms and shall be binding and enforceable as if it was originally
included therein.
Exhibit A of the Agreement is deleted and replaced with the attached Exhibit A
II.
RENEWAL
The Agreement, as amended, is hereby renewed for its tenth renewal term beginning
February 01, 2025, and ending January 31, 2026, unless otherwise terminated earlier in accordance
with the terms of the Agreement.
III.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC 46820 Amendment 6 / Renewal 10 Page 1 of 4
IV.
ELECTRONIC SIGNATURE
This Amendment and Renewal may be executed in multiple counterparts, each of which
shall be an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have
the same effect as an original.
[SIGNATURE PAGE FOLLOWS]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CSC 46820 Amendment 6 / Renewal 10 Page 2 of 4
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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By: Dana Burghdoff (Jan 4, 20251:32 CST)
Dana Burghdoff
Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By: Janes Davls(Jan 21, 202515:29 CST)
James E. Davis
Fire Chief
ATTEST:
By:
Jannette Goodall
City Secretary
VENDOR:
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Deaf Link, Inc.
By; `.
e an Heller
Title. President
Date: I I - 14 -20ZV
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance
and reporting requirements.
By:
Brenda Ray
Fire Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By: /
Taylor Paris
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved: N/A
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC 46820 Amendment 6 / Renewal 10 Page 3 of 4
EXHIBIT A
ft
DEAF LINK
Accessible Hazard Alert System (AHASTM)
Program renewal for the City of Fort Worth, TX
Proposal date:11-6-2024
The current AHAS program expires January 31, 2025. Deaf Link has provided AHAS services at a fixed
annual program cost of $49,945 since 2021 despite increases in operating costs.
Deaf Link proposes renewal of the Accessible Hazard Alert Svstem (AHASTm) for the City of Fort Worth. The
performance period is from February 1, 2025, through January 31, 2026, at a renewal rate of $53,513 for the
year. Further, Deaf Link offers to renew the AHAS program for 1 additional year, (February 1, 2026, through
January 31, 2027) at that same price.
Scone of work:
1. Deaf Link will provide the City of Fort Worth Office of Emergency Management (FWOEM) with
24/7 capability to send accessible alerts in response to all Emergency Alert System (EAS) event
codes for Warnings, Watches, Civil Emergency Messages (CEM), Terrorism events, Amber Alerts,
and National Weather Service watches and warnings. AHAS will independently monitor the National
Weather Service and send alerts for Threat to Life and Property, Watches and Warnings for Fort
Worth. AHAS will also send alerts or emergency information at the direction of the FWOEM.
2. The AHASTm program will send accessible web -based alerts in American Sign Language (ASL)
video, English Voice, and Text (suggested length of 200 words or less). All AHAS alerts are sent in
email and SMS formats with associated URL link embedded in the text. AHAS alerts can be received
on all video and web enabled cell phones, computers, tablets, and refresh braille readers.
3. Deaf Link will continue to maintain the Fort Worth AHAS website providing Fort Worth with a web
location where accessible information about AHAS, Active Alerts, FAQ's and Preparedness videos in
ASL, English voicettext can be viewed by the community. Deaf Link will continue to maintain the
Fort Worth AHAS, ASL/English based subscriber registration page and database.
4. Deaf Link will include production of four (4) accessible preparedness videos in this renewal. Videos
will be produced in ASL, English voice with closed captions. The topics are selected by FWOEM.
Scripts can be submitted to Deaf Link in a word doe maximum length is 400 words. Preparedness
videos can also be collocated on the FWOEM or other city websites.
5. The AHAS system will operate as a stand-alone program for delivery of accessible emergency alerts
and information. AHAS can also work in conjunction with other Emergency Notification Systems
(ENS) should FWOEM want to pursue an integration through an application programing interface
(API). Creation of the API may incur additional program expense and would be quoted before
integration of the services begins.
6. The Accessible Hazard Alert System (AHASTm) is a sole source product from Deaf Link Inc.
Contact information:
Dan Heller 210-590-7446 danhelier(adeaflink.com
Deaf Link Inc. 14400 Northbrook Dr. Suite 200 San. Antonio, TX 78232 (Corp. office)
CSC 46820 Amendment 6 / Renewal 10 Page 4 of 4
City Secretary Contract No. 4�p g 7,0
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FORTWORTH.
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City"), a Texas home -rule municipal corporation, and DEAF
LINK, INC., ("Consultant" or "Contractor"), a Delaware Company. City and Consultant are each individually
referred to herein as a "party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A — Proposal Dated 4-1-2015
3. Exhibit B — 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 Professional Services Agreement shall
control. The term "Consultant" or "Contractor" shall include the Consultant 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.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services for the purpose of providing an Accessible Hazard Alert System (AHAS) and the AHAS
Individual Notification (AHAS-IN) program in order to provide accessible emergency alerts to citizens with sensory
disabilities. Specifically, Consultant will perform all duties outlined and described in the Proposal Dated 4-1-2015,
which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as
the "Services." Consultant shall perform the Services in accordance with standards in the industry for the same or
similar services. In addition, Consultant 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.
2. Term.
This Agreement shall commence upon the last date of execution by both parties ("Effective Date") and shall
expire no later than one (1) year from the Effective Date ("Initial Term"), unless terminated earlier in accordance
with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for one
additional term of one (1) year at the City's option ("Renewal Term"). The Initial Term and the Renewal Term are
collectively referred to as the Term. The City shall provide Consultant with written notice of its intent to renew at
least thirty (30) days prior to the end of the Term.
Deaf Link, Inc.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement - Technology
Rev. 03/2015
City Secretary Contract No.
3. Comaensation.
The City shall pay Consultant an amount not to exceed 44,944.00 in accordance with the provisions of this
Agreement. Consultant 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 Consultant not specified by this Agreement unless the City first approves such expenses in
writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice.
4. Termination.
4.1. Convenience. Either the City or Consultant 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. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty,
obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.3 Fiscal Fundine 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 Consultant 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 Oblieations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the
effective date of termination and Consultant 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, Consultant shall provide the City with copies of all completed or partially completed documents
prepared under this Agreement. In the event Consultant has received access to City information or data as a
requirement to perform services hereunder, Consultant 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.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant'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. Consultant, 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 Unauthorized Access. Consultant 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.
Consultant 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, Consultant 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.
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C. INTELLECTUAL PROPERTY INFRINGEMENT, — (i) The Consultant 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.
(ii) Consultant 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.
(iii) Consultant 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 Consultant
bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,
Consultant 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 Consultant 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, Consultant shall fully participate and cooperate with the City in defense of such claim
or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Consultant'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, Consultant 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 Consultant, terminate
this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which termination City
may seek any and all remedies available to City under law. CONSULTANT'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,
Consultant 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 Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement. The Consultant 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 Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such
duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such
subcontract.
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10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
1. Commercial General Liabilitv
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
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.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000
aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required
by statute.
5. Technology Liability (Errors & Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any
claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of
liability.
(a) Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
(v) 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
Consultant under this Agreement.
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 Consultant 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.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
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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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of
the City of Fort Worth.
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.
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.
5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be
delivered to and approved by the City's Risk Management Division prior to execution of this Agreement.
11. ComDliance with Laws. Ordinances. Rules and Regulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and correct the violation.
12. Non -Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part
of the consideration herein, agrees that in the performance of Consultant'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 Consultant, its personal
representatives, assigns, subcontractors or successors in interest, Consultant 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: Rudy Jackson, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817) 392-8654
TO CONSULTANT:
Name: Deaf Link, Inc.
Attn: Dan Heller
PO Box 701826
San Antonio, TX 78270
Facsimile: (210) 590-7203
With Copy to the City Attorney
at same address
Deaf Link, Inc.
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14. Solicitation of Emalovees.
Neither the City nor Consultant 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 Consultant 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 Consultant's
respective right to insist upon appropriate performance or to assert 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. Severability.
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 Maieure.
The City and Consultant 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 (force majeure), 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, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
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.
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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. Entirety 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 Consultant, 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.
24. Counteraarts.
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 parry's original signature is not delivered.
25. Warranty of Services.
Consultant 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 Consultant's option, Consultant 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 Consultant for the nonconforming services.
26. Intentionally Deleted.
27. Access.
27.1 Citv Network Access. Intentionally Deleted.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant 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"), 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 under this Agreement,
Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall
separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. Immigration Nationalitv Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall
verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant
shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request, provide City with copies of
all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement.
Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee
who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has
complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any
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penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant 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 have the right to exercise
any and all remedies available 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. Reporting Reauirements.
For purposes of this section, the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
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.
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.
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.
If Consultant 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, Consultant 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
Consultant to make the report required herein may result in criminal and/or civil penalties.
31. Signature Authoritv.
Deaf Link, Inc. Professional Services Agreement - Technology
Page 9 of 12 Rev. 03/2015
City Secretary Contract No.
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 Consultant whose name, title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "B" 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.
Executed in multiples this the 2�F 44 day of 7t'jN6 , 20&.
AGREED:
CITY OF FORT WORTH:
By:
Rudy Jackson
Assistant City Manager
Date: 7—/ $
A
Mary J. Kayser
An
City Secretary
;APPROVED A FORM AN LEGALITY:
rney Name S, {t, t° J-Z4
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: Not Required
Date Approved:
AGREED:
DEAF L ytory
By:
Authorized me P4#Af NEUAW,
Title /*55/A9W7 -
Date:
ATTEST:
By:
Name G,ucd✓ .E-
Title lf%�
OFFICIAL RECORD
Deaf Link, Inc. CITY SECRETARY Professional Services Agreement - Technology
Page 10 of 12 Rev. 03/2015
FT. WORTH, TX
City Secretary Contract No.
EXHIBIT A
PROPOSAL DATED 4-1-2015
Deaf Link, Inc. Professional Services Agreement - Technology
Page I 1 of 12 Rev. 03/2015
40
DEAF LINK
Accessible Hazard Alert System AHAS"
Program quote for City of Fort Worth, TX
Proposal dated: 4-1-2015
Deaf Link seeks to renew the contract with the City of Fort Worth for provision of the Accessible Hazard Alert
System (AHASTM) including the following program elements. The performance period is 12 months beginning
April 6 h 2015 through April 6 h 2016.
1. Deaf Link will produce and deliver AHAS alerts and other accessible information for the City of Fort
Worth through authorized direction by the Fort Worth Office of Emergencv Manap-ement.
2. Deaf Link will provide Fort Worth with 24/7 capability to send accessible alerts in response to all
Emergency Alert System (EAS) event codes for Warnings, Watches, and Emergencies, Civil
Emergency Messages (CEM), Terrorism events, Amber Alerts, and National Weather Service (NWS)
watches and warnings.
3. Deaf Link will provide Fort Worth OEM the capability to send accessible web based video alerts (3
minutes standard length) in American Sign Language (ASL), English Voice, and Text. Alerts will
also be created in Broadcast quality formats for local TV stations.
4. Deaf Link will include Short Message Service (SMS) capability for delivery of text based alerts to
cell phones, web. or mobile communication systems. Alert messa_ees will have associated video links
embedded in the text.
5. The AHAS-INTM (individual notification) component of the AHASTM program is a subscriber based
service allowing Deaf Link to deliver accessible alerts to computers, tablets, web/video capable
phones, web capable braille readers and other devices as selected by the subscriber. This service is free
to the subscriber other than any carrier costs associated with their broadband (phone or internet)
service provider.
6. New AHAS Drogram feature: Upon request Deaf Link will add an AHAS Preparedness page to the
FTW AHAS website. This feature will provide Fort Worth with a single web location for accessible
preparedness information for the community. Included in the AHAS program are (4) 3 minute
accessible (informational) videos for posting on citv websites. (Additional videos $500 each).
7. Community outreach program: Deaf Link will work with the City of Fort Worth in hosting town hall
meetings to encourage personal preparedness and enrollment in the AHAS-IN program. (Meeting
locations are determined and paid for by the City, broadband access for demonstrating AHAS is
recommended). Deaf Link will support (2) initial meetings as part of the Ft Worth, AHAS program.
For additional meetings Deaf Link will charge $1500 per meeting. Includes provision of CART and
ASL interpreters. Meetings are a scheduled maximum of 2 hours in length.
8. Deaf Link IT staff will continue to work with Fort Worth to enhance program elements and improve
the effectiveness of accessible communications for the community.
9. TOTAL (BASE) AHAS PROGRAM COST FOR 12 MONTHS $44,944.00
10. Deaf Link is sole source for the Accessible Hazard Alert Svstem AHASTM program.
Contact information: Dan Heller 210-590-7446 (cell 210-896-2246) danheller@deaflink.com
Deaf Link Inc. PO Box 701826, San Antonio, TX 78270
Page I 1
City Secretary Contract No.
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Deaf Link, Inc.
14400 Northbrook Drive, Suite 200
San Antonio, TX 78232
Services to be provided: Accessible Hazard Alert System (AHAS) and the AHAS Individual Notification (AHAS-
IN) program in order to provide accessible emergency alerts to citizens with sensory disabilities;
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change order
on behalf of Company. 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 Company. Company 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 Company.
1. Kay Chiodo
CEO
Signature
2. Dan eller
Preside
Signature
Kay Chio,---, �Y
Signature
Date:
OFFICIAL RECORD
CITY SECRETARY
Deaf Link, Inc. FT, WORTH, TX Professional Services Agreement - Technology
Page 12 of 12 Rev. 03/2015