HomeMy WebLinkAboutContract 63107CSC No. 63107
FORT WORTHS
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and FARO TECHNOLOGIES, INC. ("Vendor"), a
Florida Foreign For -Profit Corporation, acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. FARO Zone 3D Expert Software enables the creation of factual
diagrams and detailed analyses, resulting in visuals that can be presented and shared in a compelling, visual,
and easy -to -comprehend way. ("Services"), which are set forth in more detail in Exhibit "A" ("Scope of
Services"), attached hereto and incorporated herein for all purposes.
2. Term. The Initial Term of this Agreement is for three (3) years, beginning on the date this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with the terms of this Agreement.
3. Compensation.
3.1 Total compensation under this Agreement will not exceed ten thousand four
hundred forty dollars and 00/100 cents ($10,440.00).
3.2 The City will pay the Vendor in accordance with the Prompt Payment Act (Chapter
2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit "B"
("Payment Schedule"), which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 30 days' written notice of termination.
4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement page 1 of 14
FT. WORTH, TX
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination, and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City -provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents, and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas, and all documents held or maintained for City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure to the Texas Attorney General. A determination on whether such
reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the
State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to, all electronic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
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and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's
officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing
herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City will in no way be considered a co -employer or a joint employer of Vendor or
any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any
officers, agents, servants, employees, contractors, or subcontractors of Vendor, will be entitled to any
employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting
of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND 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, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE,
OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
A CTIONA GAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,
IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY
WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND
CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY,
FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF
COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR
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INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE
RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL
NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR
COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE
AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.
CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM
OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR
WILL, AT ITS OWN EXPENSE. (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO
USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE
AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C)
REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE
AND DOCUMENTATIONAT 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
CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL
REMEDIES A VAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations,
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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10.2
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): I❑J Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers with respect
to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. At least ten (10) days' notice will be
acceptable in the event of cancellation due to non-payment of premium. Notice
must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address
below.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
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in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules, and Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, or (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail (formerly Energy Way)
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With a copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
FARO Technologies, Inc.
Attn: Richard Britt, Account Manager
125 Technology Park
Lake Mary, FL 32746
Facsimile: 407-3 3 3 -9911
faroordersa,faro.com
14. Solicitation of Emvlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the
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foregoing, this provision will not apply to an employee of either party 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,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will 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 will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any law, ordinance, or regulation; acts of God; acts of the public enemy; fires;
strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction;
orders of government; material or labor restrictions by any governmental authority; transportation
problems; restraints or prohibitions by any court, board, department, commission, or agency of the United
States or of any state; civil disturbances; other national or regional emergencies; or any other similar cause
not enumerated herein but which is beyond the reasonable control of the party whose performance is
affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during
the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides
notice of the Force Majeure Event and an explanation as to how it prevents or hinders the party's
performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise this Agreement and that the normal rule of contract construction to the
effect that any ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by
an authorized representative of each party.
23. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns, and successors in interest as to the matters contained herein. Any
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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. Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration and Nationalitv Act. Vendor must 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 will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation, or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention theret.
28. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement, and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager in writing of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
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as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcottin2 Enerev Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract contains a written verification from the Vendor that it: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those
terms in Section 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 Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Aeainst Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the Vendor 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 meanings ascribed to those terms in Section 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 Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
33. Electronic SiLynatures. 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, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(signature page follows)
Vendor Services Agreement Page 9 of 14
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
William Johnson (Ayr 15, 202518:24 CDT)
Name:
William Johnson
Title:
Assistant City Manager
Date:
Apr 15, 2025
By:
RobertRobert Alr 15, 202511:48 CDT)
Name:
Robert A. Alldredge, Jr.
Title:
Executive Assistant Chief
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By:
Name: Jannette Goodall
Title: City Secretary
FARA Technologies, Inc.
Rodney /_ chaAcee
By: Rodney L Chaffee (Apr 11, 202517:20 EDT)
Name: Rod Chaffee Apr 11, 2025
Title: Vice -President, Sales -Americas
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.
B 41v�
y' -
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Hye Won Kim
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 14
EXHIBIT A
SCOPE OF SERVICES
As a public safety professional, measuring and documenting a scene is a critical aspect of your job and
one that your team relies on for complete and accurate documentation. FARO® Zone 3D Expert Software
enables the creation of factual diagrams and detailed analyses, results that can be presented and shared in
a compellingly visual and easy -to -comprehend way.
For forensic investigators, FARO Zone 3D Pro provides the ability to use point cloud data for the creation
of courtroom deliverables. Import manual measurements, aerial photographs, laser scans, or total station
data to quickly create 2D and 3D scene diagrams. Plus, convert photographs and videos to a 3D point
cloud, determine witness perspectives, create extremely realistic animations, and share the results in a
virtual reality environment. Being prepared for court was never as easy with the most data -agnostic
version of this software yet.
Rearview Mirrors and Backup Camera Left, Rearview (Center), and Right -side vehicle mirrors can be
placed, positioned, and adjusted to simulate real mirrors in Zone animations and crash predictions. The
Zone mirrors will display everything in the scene including point cloud data.
Satellite Image A.I. Vehicle Detection and Clean -Out Use A.I. functionality to assist in cleaning out
vehicles in any Google, Bing, or aerial photo. Remove unwanted vehicles in the Google or Bing satellite
image with just a few clicks and create a clean, blank slate of the intersection from an imported satellite
image.
Match and Clone Match or replicate the properties of a selected object to another object in the drawing.
Quickly and easily duplicate properties and objects in your scene. Create your own legends using your
ideal settings for text, dimensions, line types and save time by matching instead of setting properties.
Favorites Workflow Toolbar System Create and refine custom workflow toolbars (Symbols, Models,
and Tools) to increase productivity and retain proficiency. Select symbols, models, and commands as
favorites which you can quickly access, reuse and share. Saved workflows are especially useful after long
periods between use.
Billboard Annotation Tool Quickly annotate and identify key elements in any 3D drawing or point
cloud with the Billboard tool. Any selected object, text, symbol, or model is instantly elevated on a post
always facing the camera, always visible from any viewpoint.
AXON Upload/Download Upload and download Zone projects to AXON's secure cloud storage for easy
access and sharing of projects.
No Point Loss Direct Import of Legacy Point Clouds Import and convert legacy point cloud data (e57,
las, pts) to a lsproj/SCENE point cloud type. Previously, legacy point clouds imported a maximum of 150
million points and did not support gap fill, lighting, and other advanced point cloud settings. As a lsproj
file there is no point loss when imported directly from the legacy source file and all Zone point cloud
display features will be available.
Generate Report List from Data in Project One click generates a list of all reports available in your
current project.
Vendor Services Agreement Page 11 of 14
Import Latest DXF/DWG files into Zone Import the latest version of ACAD dxf/dwg files into Zone.
Zone can work with most data sets. DWG/DXF files are common outputs from other programs and data
tools.
Point Cloud Capability This latest edition of Zone 3D Pro can import point cloud data from laser
scanners in .pts and .E57 formats, directly from FARO SCENE projects, and from drones in .las file
format. Once a scene is preserved as a point cloud, it can be used to digitally obtain accurate
measurements, analyze the evidence, verify a witness perspective, animate crashes and more.
Precise, Fast Drawings Extensive drawing tools, paired with object grips and automatic snaps, make it
easy to create accurate 21) and 31) diagrams to exact measurements.
Save Time Complete diagrams quickly with the huge library of models or import new ones.
Compelling 3D Results Create realistic flythroughs, vehicle and human animations with shadows, rain,
snow, fog, animated vehicle headlights, brake lights and traffic lights.
Share with Anyone Free viewing software and the Zone 2Go presentation tool makes it easy to share
projects with anyone. No internet required.
Data -Agnostic Compatibility Open diagrams from CAD Zone, ARAS, and other standard CAD formats.
Bring in measurements from manual methods, drone photos, satellite maps, data from total stations, and
data from laser scanners, regardless of the manufacturer.
Easy to Use Features an intuitive user interface with constant feedback, helpful how-to videos,
comprehensive documentation, integrated workflow guides and free instructor -led, online training.
Ensure Accuracy Take all your measurements from the point cloud captured at the scene. Snap to
specific data points to create accurate diagrams, export chosen points with "virtual surveyor" mode, and
use point clouds to create stunning animations and VR scenes.
One Software Does It All FotoPoints is the Zone 3D Expert photogrammetry engine, allowing you to
import photographs from any source and convert it to a point cloud, thus eliminating the need for third -
party software.
Easy Workflow Merge and align point clouds, or use point cloud models, to place vehicles that were
removed back into the scene of the crash.
Crash, collision, path, and damage prediction Quickly and easily create "what if' scenarios of various
crash types with MassZone. Add your existing animation to the system to compare your results with
MassZone's prediction animation.
Fully Analyze Scenes Analyze the scene with confidence using independently validated tools for bullet
trajectory and blood spatter pattern analysis. Crash analysis tools apply accepted formulas to perform
crush analysis, calculate speed from skid marks, critical speed yaw, momentum, and more.
Photo -Realistic Results Create incredible 3D environments with multiple light sources, grass that grows,
car doors and hoods that open, and enhanced material textures for stone, brick, wood, metal, water and
more.
Vendor Services Agreement Page 12 of 14
Custom VR Training Scenarios Turn any scanned scene into an exciting VR training scenario, take
photos and measurements, pick up evidence, and swab for DNA samples, all while completely immersed
in the VR forensic scene.
Generate Orthographic Images from Photo or Video Work in 2D with a real -world scale, high-res,
top -down image of the scene, enabling a fast and easy way to measure, annotate, and create a 2D diagram
for your crash or crime report. Use video footage from your phone, drone, or other camera to generate a
point cloud with FotoPoints in Zone, allowing first arrivers at a scene to quickly shoot videos with their
mobile devices.
Vendor Services Agreement Page 13 of 14
EXHIBIT B
PAYMENT SCHEDULE
F A !''0 Estimate
FARO Global Headquarters Estimate Date: Mon, 27 Jan 2025
125 Technology Park Prepared for:
Lake Mary, FL 32746, USA
Phone: 407-333-9911 Fort Worth Police Department
Toll Free: 800-736-0234
Fax: 407-333-4181
*Please be aware sales tax and shipping are not included this estimate*
Part# Desc. Unit Qty Totals
Price
SMAR51007-3Y FARO Zone 3D Expert Maintenance Rnwl 3Y $ 2,610 4 $10,440
Total Price: $10,440
Optional items:
Part Desc. Unit Qty Totals
Price
Optional Total Price:
This is a non -binding estimate of software, hardware, and associated services. This estimate does not
constitute an agreement, commitment, or offer of sale (expressed or implied) on the part of FARO and
should not be relied on for making business decisions. Please contact your FARO representative for a
binding quote.
Vendor Services Agreement Page 14 of 14