HomeMy WebLinkAboutContract 57254-AD1CONTRACT FOR TELECOMMUNICATIONS AND DATA SERVICES
CSCNO.57254 SERVICES ADDENDUM
This CPN Services Addendum (this “Addendum”), entered into as of August 13, 2025 (the “Addendum Effective
Date”), by and between City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through its
duly authorized Assistant City Manager (“City”) and Hospitality Network, L.L.C. (“Company”).
WHEREAS, City and Company are parties to that certain Contract for Telecommunications and Data Services between City
and Company dated effective March 27, 2022, identified as City Secretary Contract No. 57254 (the “Contract”) pursuant to
which Company provides certain Services to the City;
WHEREAS, Company has the capability and capacity to provide the CPN Services (as defined herein) which are not
contemplated by the Contract; and
WHEREAS City desires to retain Company to provide the CPN Services, and Company is willing to perform the CPN Services
pursuant to the Contract, as supplemented by the terms and conditions of this Addendum.
In consideration of the mutual covenants and conditions contained herein, City and Company agree as follows:
1. CPN SERVICES.
1.1. CPN Services. Company will provide City with a MOCN neutral host solution that provides public cellular
connectivity (the “CPN Services”) as more particularly described in the scope of work attached hereto as Exhibit 1
(the “Scope of Work”) . For the avoidance of doubt, the CPN Services shall be considered a Service (as defined in
the Contract) for which Company shall have exclusive rights in accordance with the terms and subject to the
condition of the Contract.
1.2. CPN Service Term. The initial term of the CPN Services shall be thirty-six (36) months beginning on the CPN
Service Period Commencement Date (the “Initial CPN Service Term”). The Initial CPN Service Term shall
automatically renew on the same terms and conditions (subject to fee increases as permitted by Section 1.3 below)
for consecutive twelve (12) month periods unless either Party provides written notice of its intent not to renew at
least sixty (60) days prior to the expiration of the then-current term (each a “Renewal CPN Service Term”, and
collectively with the Initial CPN Service Term, the “CPN Service Term”). For the avoidance of doubt, the CPN
Service Term shall be independent and distinct from the Primary Term of the Contract; provided that the Contract
shall survive and continue to govern the CPN Services if the CPN Service Term extends beyond the Contract’s
expiration or termination until the CPN Service Term terminates or expires in accordance with its terms. For
purposes hereof, the “CPN Service Period Commencement Date” is the date upon which the CPN Services have
been Activated.
1.3. Fees and Charges. The fees and charges for the CPN Services (“CPN Charges”) are set forth in the Scope of Work.
CPN Charges will be invoiced in accordance with the invoicing schedule set forth in Scope of Work and paid when
due in accordance with the terms of the Contract. Company reserves the right to increase the CPN Charges during
any Renewal CPN Service Term, on 60 days’ prior written notice to City, so long as such increase is reasonable and
related to Company’s own increased costs in providing the CPN Services. For the avoidance of doubt, the CPN
Charges shall not be included in the calculation of Gross Revenue (as defined in the Contract) and Company shall
have no obligation to pay commissions to City with respect thereto.
2. PROVISION OF CPN SERVICES.
2.1. CPN Service Equipment. In furtherance of the CPN Services, Company will provide and deploy certain hardware
and equipment (“CPN Service Equipment”) as further described in the Scope of Work. Company will retain all right,
title and interest to all CPN Service Equipment.
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2.2. Support. Company will use commercially reasonable efforts to maintain the availability of the CPN Service and
to respond to and resolve service interruptions or outages as promptly as practicable, but will not be responsible for
service interruptions or outages attributable to acts or omissions of City or third parties, interference caused by City
Systems, whether operated directly by City or through the use of third-party services or other causes beyond
Company’s reasonable control. Company will use commercially reasonable efforts to cause the repair or
replacement of CPN Service Equipment that is determined by Company (following investigation and assessment)
to be defective in materials or workmanship as promptly as is reasonably practicable at no cost to City. Company’s
obligations with respect to the foregoing shall be limited to passing through, assigning and/or enforcing in its own
name, the product and service warranties provided by the manufacturers and/or suppliers of the CPN Service
Equipment that inure to the benefit of Company, in each case, to the extent permitted; provided, that the foregoing
shall not require Company to initiate litigation or formal dispute resolution against any equipment manufacturer or
supplier. City further acknowledges that Company is not providing any direct warranty to City with respect to the
CPN Service Equipment and shall not be responsible for any CPN Service Equipment defect beyond the repair or
replacement of such CPN Service Equipment actually provided by the equipment manufacturer or supplier.
Notwithstanding anything to the contrary contained herein, in no event will Company be responsible for damage to,
or have any obligation to repair or replace, any CPN Service Equipment (or any component thereof), that is lost,
stolen, misused, altered, damaged, vandalized or that has been subjected to accident, disaster, neglect, abuse,
improper handling, testing, or storage or unreasonable physical, thermal or electrical stress or otherwise rendered
unfit or unavailable by any cause or casualty, except to the extent where the aforementioned is attributable to
Company’s negligence or willful misconduct. City will promptly notify Company of the discovery of any loss,
theft, vandalism, damage, or third party interface or connection to any CPN Service Equipment. If any CPN Service
Equipment is damaged, destroyed, or is not returned to Company in good condition (normal wear and tear excluded),
City shall be responsible for the replacement value of the CPN Service Equipment, except to the extent any damage
or destruction is attributable to Company’s negligence or willful misconduct. EXCEPT AS EXPRESSLY SET
FORTH IN THIS ADDENDUM, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE CPN SERVICES OR THE CPN SERVICE EQUIPMENT, WHETHER EXPRESS OR
IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING ANY
WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY DISCLAIMED.
2.3. Access. City will make a secure area at service location further described in the Scope of Work (the “CPN Service
Location”) available to Company for the delivery and installation of the CPN Service Equipment and adequate
access to the CPN Service Location as may be reasonably necessary for deploying the CPN Service Equipment and
providing the CPN Services. City grants to Company and its contractors a nonexclusive license to enter the CPN
Service Location or areas proximate to such CPN Service Location for the purpose of deploying, operating,
maintaining, repairing, upgrading, and removing all CPN Service Equipment the extent necessary for the CPN
Services being provided. Such right of entry shall expressly survive the expiration or earlier termination of the CPN
Service Term to allow for the removal of the CPN Service Equipment, if applicable. Company will have the right,
but no obligation, to remove and retrieve the CPN Service Equipment following the expiration or earlier termination
of the CPN Service Term. City will further ensure that Company and its contractors have reasonable continuous
access at the CPN Service Location and the Demarcation Point, as may be required for the deployment, inspection,
maintenance, repair, support, and removal of the CPN Service Equipment and for otherwise providing the CPN
Services and is responsible for, and shall bear all costs (including processing fees, filing fees, or other payments)
related to obtaining and maintaining any Access Rights and Permits that are required in connection with the
foregoing. For purposes hereof, (x) “Access Right” means a valid right of access, entry, use or occupancy, including
easement, license, Permit, right-of-way, pole attachment rights, landowner/landlord approval, or similar right that
is required to access, enter or occupy the property or facilities owned or controlled by City, a governmental authority
or other third party and (y) “Permit” means any approval, authorization, consent, license, franchise, permit or
certificate from or granted by a governmental authority.
2.4. Deployment and Activation. Company will use commercially reasonable efforts to deploy and activate the CPN
Services within a reasonable timeframe following the execution of this Addendum; provided, that Company cannot
guarantee a specific deployment timeframe, which is subject to change by Company in its sole discretion. The
deployment timeframe will be subject to several factors, including the attainment of all necessary Access Rights
and Permits and the satisfaction of any preconditions or prerequisites that have been identified by Company as
necessary for the deployment of the CPN Service Equipment and/or activation of the CPN Services. Without
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limiting the foregoing, Company shall not be liable for deployment delays attributable to any delay caused by City
or a Force Majeure Event. If City is responsible for delaying the deployment or activation of the CPN Services or
is not otherwise ready to receive the CPN Services on the agreed-upon deployment date, Company may begin billing
for the CPN Services on the date the CPN Services would have been activated. Company will notify City via email
when the CPN Services are ready for commercial use (an “Activation Notice”) and the CPN Service will be
considered “Activated” on the date that the Activation Notice is delivered. The CPN Services shall be deemed
accepted upon deployment.
2.5. Delegation. Notwithstanding anything to the contrary contained in the Contract (including Section 14.2 thereof),
Company shall have the right to resell third-party products and services and/or delegate, subcontract, or otherwise
fulfill its obligations with respect to the CPN Services, in whole or in part, to any of its Affiliates or to any contractor,
supplier or service provider retained or utilized by Company or its Affiliates to provide or support the provision of
the CPN Services (or any component thereof) or the performance of CPN Services without City’s prior approval or
consent; provided that any such delegation by Company shall not relieve Company of its obligations under the
Contract.
2.6. Modifications. Company may alter or modify the CPN Services from time to time in its discretion. Such alterations
and modifications may include the replacement of CPN Service Equipment, the addition or withdrawal of features,
data, or software; provided, that Company will notify City of any changes that would materially and adversely
impact functionality or performance.
2.7. Inapplicable Contract Terms. Notwithstanding anything to the contrary contained in this Addendum or the
Contract, the parties acknowledge and agree that none of the terms and conditions contained in Section 4.1 (Monthly
Commissions), Section 4.2 (Investments), Section 9.2 (Obligation to furnish annual Gross Revenue statement) or
Section 11.5.2 (Phase Out and Transition) of the Contract or in Exhibit A attached to the Contract shall apply to the
CPN Services or to Company’s obligations with respect to the provisioning or performance of the CPN Services.
2.8. Matters of Interpretation. The terms and conditions in this Addendum are intended to supplement (and not
replace) the terms in the Contract, and shall apply only to the CPN Services. If any term in this Addendum conflicts
with a term in the Contract, the term in this Addendum shall control solely with respect to the CPN Services.
Capitalized terms used but not defined in this Addendum will have the meanings given to them in the Contract. All
references to the Contract herein or in any other document, instrument, or agreement shall be deemed to refer to the
Contract, as supplemented by this Addendum.
3.CITY RESPONSIBILITIES.
3.1. WAN and LAN. City will supply local WAN access and local low-voltage LAN integration infrastructure and
labor, in each case, in accordance with Company’s requirements.
3.2. Mounting infrastructure. City will supply mutually acceptable equipment mounting infrastructure.
3.3. Site Access. City will enable and facilitate local site access and equipment mounting.
3.4. Demarcation Point. City is solely responsible for wiring, cabling, equipment and access beyond the applicable
Demarcation Point(s) (i.e., on the City’s side of said Demarcation Point(s)). Without limiting the foregoing, City
shall be responsible for installing, operating, and maintaining conduit, inner duct, or other facilities from the
Demarcation Point to the applicable end-point service location in order for Company, or its contractor, to place
cable, fiber, or other equipment necessary to provide the CPN Services. City shall provide a secured space, with
sufficient space for the CPN Service Equipment that is climate controlled and protected against fire, vandalism, and
other casualty for the CPN Service Equipment, and has continuous access to electrical power. As used herein,
“Demarcation Point” means the point where Company’s responsibility for the maintenance and operation of the
CPN Service Equipment and network facilities to deliver the CPN Services to City terminates and where City’s
responsibilities begin, as determined solely by Company based on the applicable CPN Services. City will bear the
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cost of any new facilities or infrastructure at or near the CPN Service Location (e.g., poles) that may be required for
the deployment of the CPN Service Equipment and/or provision of the CPN Services.
3.5. City Systems and Devices. City is solely responsible for the operation, maintenance, support, security, and
configuration of City’s information technology networks and systems, computer systems (including all computer
programs, applications, software, databases, firmware, hardware and related documentation, and fiber, cable, and
power facilities, in each case, whether operated directly by City or by a third-party (“City Systems”), and any non-
Company provided hardware, software, equipment, and devices (including City phones, handsets, keystones, etc.).
City shall ensure that its City Systems are properly interfaced with the CPN Services, that the signals emitted into
Company’s network are of the proper mode, bandwidth, power, data speed, and signal level for City’s intended use
and in compliance with the criteria set forth herein, and that the signals do not damage the CPN Service Equipment,
degrade service to other Company customers, or cause injury or harm to Company or its contractor’s personnel. If
title or operational control of any CPN Service Equipment (including fiber or cable facilities) is being transferred
to City, such CPN Service Equipment shall be considered City Systems if and when title or operational control is
transferred to City. City is solely responsible for City’s and end user devices. In no event will Company be
responsible for the maintenance, support, or repair of any City Systems or any non-Company provided hardware,
software, equipment, or devices, unless caused by the sole gross negligence or intentional misconduct of Company.
In no event will Company be responsible for, or have any liability with respect to, any Clients’ and Exhibitors’,
invitees’, guests’, or other end users’ computers or devices (e.g., tablets, wireless phones or other peripherals)
connecting or failing to connect to City’s network.
3.6. Power and Internet. City is responsible for providing all power satisfying Company’s minimum specifications at
all times throughout the CPN Service Term in order for Company to be able to provide the CPN Service. The
specific power required may vary depending upon the type of CPN Services purchased, and other determining
factors. City must maintain Internet service satisfying Company’s minimum specifications at all times in order for
Company to be able to provide the CPN Services. The Internet service required may vary depending upon the type
of Services purchased, and other determining factors. The Internet service may be separately purchased from
Company or procured by City through a third-party provider. THE TERMINATION, DISCONTINUATION OR
LOSS OF INTERNET SERVICE WILL RESULT IN THE INABILITY OF COMPANY TO PROVIDE THE CPN
SERVICE, BUT WILL NOT RELIEVE OR EXCUSE CITY’S PERFORMANCE UNDER THIS ADDENDUM
OR THE CONTRACT, INCLUDING WITH RESPECT TO ANY PAYMENT OBLIGATIONS HEREUNDER.
3.7. City Maintenance and CPN Service Equipment Relocation. City shall promptly notify Company in advance of
any planned disruptions in service resulting from facility or City System maintenance. City shall provide at least
thirty-five (35) days’ notice prior to any radio location change or other radio modifications that City is planning.
City shall not relocate (or permit the relocation of) any CPN Service Equipment without Company’s prior written
approval. All maintenance and replacement of failed CPN Service Equipment needs to be coordinated through
Company. City acknowledges that Company’s access rights under this Addendum permit Company (or its
contractors) to monitor compliance with this provision (on site) from time to time, at dates and times to be mutually
agreed. City acknowledges that CPN Services have been configured per design and CBRS guidelines and that
structural changes to City’s facility; unauthorized relocation of CPN Service Equipment; or changes to the local
network infrastructure, firewalls or internet connection will degrade or disrupt performance. Without limiting the
foregoing, City shall maintain and ensure the integrity of the system as built and certified for legally compliant E911
service through MNOs throughout the CPN Service Term. City acknowledges that once operational, moving the
CPN Service Equipment from its original location without proper notification and approval of Company may
impede the ability of Company, its contractors, and/or the mobile network operators to meet regulatory
requirements, including 911 emergency call response. Neither Company nor any of its providers or contractors (or
any MNO) shall be responsible for any liability or damages resulting from the unauthorized relocation of any CPN
Service Equipment. City shall maintain all Company-installed equipment enclosures per manufacturer’s
recommended service schedule.
4.CERTAIN TERMS OF USE AND ACKNOWLEDGEMENTS.
4.1. Compliance with AUP. City, its Clients and Exhibitors, and any invitees, guests and other end users shall comply
with applicable law and the Acceptable Use Policy (“AUP”) located at http://coxhn.com/AcceptableUsePolicy.html
and the “Internet Click-Through” agreement. Without limiting the foregoing, neither City nor any of its Clients and
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Exhibitors, invitees, guests or other end users shall use the CPN Services in any manner which infringes or violates
Company’s or any third party’s copyright, patent, trade secrets, trademark, moral rights, right of privacy, right of
publicity, or any other proprietary rights. City shall comply in all respects with the Digital Millennium Copyright
Act (DMCA), including by adopting and reasonably implementing, and informing all Clients and Exhibitors,
invitees, guests, and other end users of the CPN Services of, a policy that provides for the termination in appropriate
circumstances of City’s subscribers and account holders who are repeat infringers under Section 512(i) of the
DMCA, and by responding expeditiously upon receipt of a notice of claimed infringement to remove or disable
access to material that is claimed to be infringing, to the extent required by the DMCA.
4.2. Privacy Policy. Use of the CPN Services is subject to the privacy policy located at www.coxhn.com, as may be
updated or amended from time to time (“Privacy Policy”). In the event of a conflict between the provisions of this
Section 4.2 and any provision of the Privacy Policy, the applicable provision of the Privacy Policy shall prevail.
Company is not responsible for any information provided by City to third parties, and this information is not
subject to the privacy provisions of this Addendum or the Privacy Policy. City assumes all privacy and other
risks associated with providing personally identifiable information to third parties via the CPN Services.
4.3. Use of the CPN Service Equipment and Services. City shall use the CPN Service Equipment only for the purpose
of receiving the CPN Services, in each case, in accordance with the terms of the Contract (as supplemented by this
CPN Service Addendum) and any Third-Party Terms (as defined in Section 4.7 below). City shall not misuse the
CPN Services, the CPN Service Equipment, or any Company provided software. Such misuse includes: (a) violation
of applicable law; (b) use in a manner that adversely interferes with Company’s network or reputation; (c) any
unauthorized or fraudulent use of or access to the CPN Services such as to avoid paying for Services; (d) use in a
manner that infringes the intellectual property or other rights of Company or any third party including copying,
modifying, reverse engineering, uploading, downloading, reselling, unbundling, detaching or separating any part of
or embed within, or creating derivative works based on any content or software; (e) sending content or messages or
otherwise engaging in communications that are abusive, obscene, lewd, lascivious, filthy, excessively violent,
harassing, illegal, fraudulent, threatening, defamatory or an invasion of privacy; (f) modifying or tampering with
CPN Service Equipment in any manner other than as expressly authorized by Company; (g) engaging in
telemarketing, fax broadcasting, spam, junk or other unsolicited email; (h) intercepting a third party’s
communications or accessing or attempting to access another party’s account or otherwise circumvent any security
measures; (i) uploading any virus, worm or malicious code or programs, or any identifying information or other
metadata associated with them, such as suspected malicious website, URL, or IP addresses; (j) using automated
connections that allow web broadcasts, automatic data feeds, automated machine-to-machine connections or peer-
to-peer file sharing; (k) using as a substitute or back-up for private lines, or full-time or dedicated data connections;
(l) network hacking and “denial of service” attacks; (m) using unauthorized software or devices to maintain
continuous active Internet connections when the connection would otherwise have entered idle mode; (n) engaging
in ‘robocalling’ or continuous or extensive call forwarding or long distance abuse; (o) auto dialers, power dialers,
any type of automatic outbound dialing or predictive calling/dialing system, or the functional equivalent of any of
these systems; or (p) removing any readme files, notices, disclaimers, marks, or labels included in or on any software
or Services. City shall not (and shall require its guests, invitees, and any other end users not to) directly or indirectly
use the CPN Services, CPN Service Equipment, or any Company-provided software in, or in association with, the
design, construction, maintenance, or operation of any (i) aircraft navigation, aircraft communication, or air traffic
control systems; (ii) safety-critical application, life-critical medical equipment, or life-support systems; (iii) nuclear
facility; or (vi) hazardous environments or systems. City is solely responsible for controlling access to the CPN
Services and CPN Service Equipment and for any misuse or unauthorized use of the CPN Services, including the
payment of any charges incurred as a result of any such misuse or unauthorized use by City, Clients and Exhibitors,
invitees, guests, or other end users.
4.4. Radios. The use of any radios provided to City is subject to FCC regulation (See FCC Title 47, Chapter 1,
Subchapter D, Part 96). City acknowledges that Citizens Broadband Radio Service operation in the 3550-3700
MHz band is subject to current and future international agreements with Mexico and Canada. Notwithstanding
anything to the contrary in this Addendum or the Contract, City has no expectation of interference protection from
other General Authorized Access Users. City further acknowledges that there may be interference from Priority
Access Licensees and Incumbent Users. Radios and external antennas (if any) must be installed and maintained in
accordance with the FCC regulations and in accordance with additional rules required by the Spectrum Access
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System Administrator. City acknowledges that under certain conditions, the Spectrum Access System
Administrator may suspend operation of radios.
4.5. Cloud Services. If any SaaS or cloud services are part of or included within the CPN Services (“Cloud Services”),
City shall (a) be solely responsible for the accuracy, quality, integrity and legality of any information submitted by
City to such Cloud Services, including any third-party data that City submits to such Cloud Services (“City Data”);
(b) prevent unauthorized use of such Cloud Services, and notify Company promptly both orally and in writing of
any such unauthorized use; (c) use such Cloud Services only in accordance with the documentation provided by
Company, and applicable laws; (d) obtain any and all third party consents necessary for the use and processing of
City Data in connection with such Services as contemplated in this Addendum; and (e) use such Cloud Services
only with third-party software and technology authorized by Company or its licensors as set forth in the
documentation provided by Company. City shall not: (i) authorize or allow any person’s or entity’s direct or indirect
access to Cloud Services (or use such Cloud Services) other than individuals who are authorized by City to use on
City’s behalf that are acting for City sole benefit in furtherance of City’s internal business operations; (ii) use Cloud
Services with third party products other than those for which the CPN Services were purchased or otherwise
intended to be used with the Cloud Services, as provided by Company or its licensors; (iii) use Cloud Services to
store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in
violation of third-party privacy rights; (v) interfere with or disrupt the integrity or performance of Cloud Services
or third-party data contained therein; (vi) attempt to gain unauthorized access to the Cloud Services or their related
systems or networks; (vii) permit any third party to access the Cloud Services except as expressly permitted herein;
or (viii) allow any individual, entity or organization to gain access to the Cloud Services if City knows that such
individual, entity or organization is (or is acting on behalf of) either: (1) any individual, entity or organization
identified as a sanctioned party on any list maintained and published by the U.S. Department of Treasury, Office of
Foreign Asset Control, or on any similar list of sanctioned parties published by an agency of the US, the EU or any
member country of the EU; or (2) an entity or organization 50% or more controlled, directly or indirectly, by a party
so listed. Company reserves the right, without liability, to disable City’s access to the Cloud Services in the event
of any material breach by City or its authorized users or anyone on City’s behalf, of the provisions set forth in this
Section 4.5. .
4.6. Performance Data. In connection with City’s use of the CPN Services, Company and/or its licensors collect and
use information about City’s devices or systems generated or otherwise provided in connection with City’s usage
of the CPN Services, as well as any network management information or configuration data generated or otherwise
provided from the use of such data with the Services (“Performance Data”) for the purpose of providing the CPN
Services (including measuring performance and providing support) under the Contract, and for improving and
developing the CPN Services, in each case, in accordance with the Privacy Policy and applicable laws. By using
the CPN Services, City agrees to allow Company and its licensors to collect and use Performance Data as
contemplated in the Contract (as supplemented by this Addendum).
4.7. Embedded Software. City shall not (a) provide unauthorized application services, rental, outsourcing, or time
sharing in connection with any license rights granted hereunder to the software embedded in any CPN Service
Equipment (“Embedded Software”) provided hereunder; (b) make error corrections to or otherwise modify or adapt
the Embedded Software or create derivative works based upon any Embedded Software; (c) decompile, decrypt,
reverse engineer, disassemble or otherwise reduce any Embedded Software to human-readable form to gain access
to any Embedded Software; or (d) copy any Embedded Software. If, and to the extent needed or required for the
deployment, maintenance or operation of the CPN Services by Company and/or any of its contractors or licensors,
City agrees to provide (i) any necessary safety training, required escorts and/or security; (ii) access to any required
restricted areas including roof; (iii) providing power in the head end and IDF locations; (iv) reasonable cable
pathways that are free and clear of obstructions; (v) access panel material; (vi) remote access to the network; and
(vii) such other reasonable access and assistance required for Company and/or its contractors or licensors to deploy,
maintain, or operate the CPN Services.
4.8. Third Party-Terms. City acknowledges that the CPN Services may incorporate products, software, solutions
and/or services provided by Company’s third-party providers, licensors, contractors, and/or MNOs, and that the
third-party terms attached to this Addendum in Exhibit 2 (“Third-Party Terms”) are incorporated into this
Addendum by this reference and shall apply to City’s use of the CPN Services. The Third-Party Terms are intended
to supplement (and not limit) the terms and conditions in this Addendum; provided, that if any terms contained in
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the Third-Party Terms conflict with any terms contained in this Addendum, the terms in the Third-Party Terms shall
control.
4.9. Open Source Software. The Cloud Services and/or Embedded Software may contain open source software that is
subject to open source software license terms. If there is a conflict between the terms of this Addendum and the
terms of an open source software license, the terms of the open source software license will control solely for that
open source software; provided, that such terms will not (a) impose any additional restrictions on City’s use of the
CPN Services or (b) negate any of Company’s obligations with respect thereto.
4.10. End Users. City is responsible for ensuring that Clients and Exhibitors and any invitees, guests, and other end users
of the CPN Services, whether authorized by City or not, comply with this Section 4. Any breach of this Section 4
by City, Clients and Exhibitors, invitees, guests or other end user of the CPN Services shall be deemed a breach of
the Contract by City. Without limiting Company’s rights under Section 6.1(b) of this Addendum, Company may
suspend and, in appropriate circumstances, terminate any CPN Service or portion of any CPN Service at any location
without notice, if Company in its sole discretion reasonably believes City, or any Clients and Exhibitors, invitee,
guest or other end user of the CPN Services, may be violating the AUP or any other provision of this Section 4, or
any Third-Party Terms, or may be using the CPN Services in violation of applicable law. City shall hold Company
harmless for any breach or violation by City or any Clients and Exhibitors, invitee, guest or other end user of any
obligation, covenant, or agreement contained in this Section 4.
5.SECURITY AND PRIVACY.
5.1. General. Company will maintain security procedures in connection with the CPN Services that meet industry
standards. Company is not responsible for the security and configuration of City Systems, or the devices of City,
Clients and Exhibitors, invitees, guests or other end users, or the security-related acts or omissions of City, Clients
and Exhibitors, invitees, guests, or other end users. City shall be solely responsible for (a) all City Data, including
its content and use; (b) all information, instructions, and materials provided by or on behalf of City or any end user
in connection with the CPN Services; (c) all City Systems and devices; (d) the security and use of access credentials
of City, Clients and Exhibitors, invitees, guests and other end users; (e) providing legally adequate privacy notices
and obtaining necessary consent for the processing of end user data; and (f) all access to and use of the CPN Services
directly or indirectly by or through City Systems, or devices of City, Clients and Exhibitors, guests, invitees, or
other end user or the access credentials of City, Clients and Exhibitors, invitees, guests, or other end users.
5.2. Personal Data. The Parties will avoid the collection of any Personal Data except as necessary to deliver the CPN
Services. If Personal Data is collected, the Parties will take reasonable steps to anonymize, remove, and/or protect
all such Personal Information in accordance with this Addendum and applicable law. For purposes hereof,
“Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated
with, or could reasonably be linked, directly or indirectly, to, any natural person. Company will comply with the
Privacy Policy in connection with the collection, transmission, use, storage, disposal, and disclosure of Personal
Data. In providing the CPN Services, Company is not and does not intend to be a “business associate” as that term
is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Company has only
random, infrequent and incidental access to information in the provision of its Services. It is City’s responsibility to
adequately protect any patient or protected health information. City shall hold Company harmless for any violation
of HIPAA regulations by City, Clients and Exhibitors, invitees, guests, or end users in connection with the use of
the CPNS Services.
6.TERMINATION OF CPN SERVICES.
6.1. Termination Rights.
(a)Termination for Convenience. City may terminate the CPN Services for convenience by providing Company
with at least ninety (90) days’ written notice prior to the intended termination date. In the event of such
termination, City shall be obligated to comply with Section 6.2 below. Notwithstanding the foregoing, City shall
not have the right to terminate the CPN Services for convenience unless City shall have, prior to any such
purported termination for convenience, authorized funding sufficient to comply with City’s obligations in
Section 6.2 below.
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(b) Terminationfor Cause.Eitherparty mayterminate the CPN Services, with termination effective immediately
upon written notice to the other party, in the event that the other party is in Default. For purposes hereof,
“Default” means a breach by a party of a material term or obligation under the Contract (as supplemented by
this Addendum) , which: (a) in the case of a non-monetary breach, has not been cured by such party within
ninety (90) days of receiving written notice of the breach from the other party; and (b) in the case of a monetary
breach, has not been cured by such party within ten (10) days of receiving written notice of the breach from the
other party.
(c)Termination for Changed Circumstances. The Company may terminate the CPN Services upon thirty (30)
days’ written notice to City without further liability or obligation, in the event that (i) Company’s access or
occupancy rights to the CPN Service Location (or any portion thereof) or its rights under any governmental
authorization or third party contract that is critical to the provision of the CPN Services are terminated or become
subject to such restrictions or conditions that make continuation of the CPN Services impossible or
impracticable; (ii) persistent or recurring signal interference is occurring at the CPN Service Location and cannot
be resolved by Company with commercially reasonable efforts; (iii) the cost of providing the CPN Services, as
determined by Company in its reasonable discretion, has become unreasonable, excessive, and/or unexpected;
(iv) Company has decided to stop providing the CPN Services to customers generally; or (v) there has been a
change in law or regulation, a court order, or Force Majeure Event that materially impacts Company’s ability
to provide the CPN Services, as determined by Company in its reasonable discretion.
(d)Termination if MNOs Deny Approval. City acknowledges that Company’s right and ability to provide the
CPN Services at the Service Location is subject to certain site and on-air approvals (“MNO Approvals”) by the
mobile network operators (“MNOs”). Company will use reasonable efforts to obtain the MNO Approvals, but
reserves the right to terminate this Addendum (and the obligation to provide the CPN Services hereunder)
without further liability or obligation if any of the MNO Approvals are denied or not received in a reasonably
timely manner. In the event of a Company termination pursuant to this Section 6.1(d), Company will have the
right to remove all CPN Service Equipment deployed prior to termination and shall be given access to the CPN
Service Location and the Demarcation Point for such removal pursuant to and in accordance with Section 2.3
of this Addendum.
6.2. Early Termination Liability. Notwithstanding anything to the contrary contained in the Contract, if City terminates
the CPN Service before the completion of the Initial CPN Service Term for any reason other than a Company Default,
City shall reimburse Company an amount equal to the Company’s costs and expenses incurred or committed to prior
to the effective date of such termination in connection with the provisioning and performance of the terminated CPN
Services (including with respect to all CPN Service Equipment, third-party labor or services, and third-party software
subscriptions or licenses that Company has purchased or paid (or is legally obligated to purchase or pay) and any early
cancellation charges that Company will be obligated to pay) less any payments of the CPN Charges made by City prior
to the date of such early termination.
6.3. Effects of Termination. The termination or expiration of the CPN Service Term shall not (a) relieve a party of
liabilities or obligations resulting from such party’s Default; (b) relieve a party of its payment obligation arising prior
to the date of termination or expiration (including, if applicable, any amounts due pursuant to Section 6.2); or (c) affect
the rights and obligations that are intended to survive the termination or expiration, including provisions relating to
confidentiality, intellectual property rights and ownership, limitations of liability, and effects of termination, and
governing law.
7.INTELLECTUAL PROPERTY. For the avoidance of doubt, as between the parties, Company owns and shall retain all
intellectual property rights in the CPN Services, CPN Service Equipment and any other software, technology and/or
application that is licensed, delivered, used or made available in connection with the CPN Services, any other know-how,
processes, methodologies, specifications, designs, inventions used by Company in connection with the provision of the
CPN Services, and any and all improvements, enhancements or modifications to any of the foregoing. City shall have no
rights, licenses or authorizations with respect to any intellectual property rights of Company, its Affiliates, or its or their
third-party suppliers or licensors and City acknowledges that Company does not intend to convey any intellectual property
rights in, or associated with, any deliverables or any work product under the Contract. To the extent City provides Company
or its affiliates with feedback and/or suggestions about the CPN Services, City hereby grants Company and its affiliates
9
an irrevocable, perpetual, sublicensable right and license to fully exploit and use that feedback and suggestions for any
purpose whatsoever, including, but not limited to, incorporation into the CPN Services, distribution and/or the creation of
derivative works.
8.CONFIDENTIALITY. For purposes hereof, “Confidential Information” means, all confidential or proprietary
information, trade secrets or documentation of Company, its Affiliates or their third-party providers that is disclosed or
provided to City in connection with a CPN Services or the Contract that is either marked “confidential” or would reasonably
be expected to be considered proprietary or confidential. City agrees to hold all Confidential Information in strict
confidence and will not disclose or disseminate any Confidential Information to any individual or entity other than those
of its employees, agents, advisors or other representatives who need to know the Confidential Information in furtherance
of the purpose of this Addendum. City further agrees not to use such Confidential Information except in furtherance of the
purposes contemplated by the Contract (as supplemented by this Addendum). Notwithstanding the foregoing, Confidential
Information will not include information that (a) is developed by City independently and without access to or use of the
Confidential Information; (b) becomes available to City from a source that is not known by City to be bound by a
confidentiality obligation with respect to such information; or (c) is or becomes publicly available through no wrongdoing
of City. Furthermore, nothing contained in this Section 8 shall prohibit City from making legally required disclosures
pursuant to subpoena, court order or the order of any other governmental authority having jurisdiction; provided that City
shall provide Company with prompt notice, unless prohibited by law or court order, thereof so that Company may seek an
appropriate protective order or other remedy. When a third party not authorized to access Confidential Information under
the Contract makes a public records request to City for access to the Company’s Confidential Information, City will
promptly notify Company of such request before responding to such third party. Company shall then be solely responsible
for taking whatever steps Company deems necessary to protect Company’s Confidential Information in a timely manner
and will be responsible for all costs associated with its pursuit of such steps, including the pursuit of any legal remedies. If
Company is unable to obtain a protective order or other remedy, City agrees to furnish only that portion of the Confidential
Information which is legally required to be furnished.
9.ELECTRONIC SIGNATURES. This Addendum 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 version (e.g., via pdf file or facsimile transmission) of
an original signature, or signatures electronically inserted via software such as Adobe sign.
10
IN WITNESS WHEREOF, the City and Company have caused this Addendum to be executed on the dates set forth below and
effective as set forth herein.
City of Fort Worth
By:
Name: Jesica McEachern
Title: AssistantCityManager
Date:Oct 19, 2025
Approval Recommended:
By:Michael Crum (Sep25, 2025 15:47:08 CDT)
Name: Mike Crum
Title: Director,Public Events
ByR:obert Lee (Oct 2, 2025 13:22:48CDT)
Name: Bobby Lee
Title: Assistant Director,IT Solutions
Attest:
By:
Name: Jannette S. Goodall
Title: City Secretary
Jady West (Oct 14, 2025 18:21:21 PDT)
Jady West
VPHospitality
ContractComplianceManager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,includingensuringallperformanceand
reporting requirements.
ByC:ynthia Serrano (Sep 25, 2025 14:37:43 CDT)
Name: Cynthia Sanchez Serrano
Title: Deputy Director and General Manager,
Public Events Department-Fort Worth Convention
Center
By:
Name: Keith A. Chisolm
Title: CapitalProjectsManager,
Public Events Department
Approved as to Form and Legality:
By:
Name: Taylor C. Paris
Title: Assistant City Attorney
ContractAuthorization:
M&C:25-0705 CC
CC
COMPANY:
HospitalityNetwork,L.L.C.
By:
Name: Jady West
Title:VP Hospitality,CoxCommunications
1700 Vegas Dr, Las Vegas, NV 89106
Exhibit 1
ScopeofWork
1. CPN Service Location. 1201 Houston Street, Fort Worth, TX 76102
2. Scope of CPN Services.
a. Scope Overview: Company shall design, deploy, and deliver a MOCN neutral host solution
(“MOCN Neutral Host Service”) that provides public cellular connectivity to City at the CPN
Service Location as further described in the Coverage Scope Map set forth in Section 5 below,
utilizing indoor private cellular radios operating in the CBRS band. All CPN Service Equipment
will be deployed and operated from the City premises at the CPN Service Location leveraging City-
supplied LAN interconnects and public WAN connectivity.
b. Customer Information Questionnaire (CIQ): Company will supply City with a network integration
Customer Information Questionnaire (CIQ) at the project kick-off for City to complete and return
to Company. City will be asked to populate the information and return the CIQ to Company within
30 business-days of receipt to avoid any delays in project start dates. After City returns the CIQ,
Company will schedule a call to review and confirm completeness and accuracy of the information
provided by City.
c. Support Onboarding & Access: Following the deployment of the CPN Services, the City will be
provided an onboarding letter that provides contact information for the Cox Private Network
Support Team and sets forth how City should report issues relating to the CPN Services and/or CPN
Service Equipment.
3. Fees and Payment. City shall be responsible for paying the following fees and charges for the CPN
Services (“CPN Charges”):
a. Non-Recurring Charges: $214,599
Company will invoice City for the non-recurring charges on are after the CPN Service Period
Commencement Date.
b. Recurring Charges: $1,132/month
Company will invoice City for the recurring charges monthly, in advance, throughout the CPN
Service Term, beginning on or after the CPN Services are Activated.
4. Party Responsibilities.
Description of Responsibility Supplied
By:
Deployed
By:
Configured/
Approved By:
Operated By:
Low Voltage Cabling & Termination
(as required)
City City City City
High VoltageCabling & Termination
(as required) *
City City City City
WAN Connectivity (as required)** City City City City
Access Points and Switches Company Company Company Company
LAN Infrastructure Integration
(Switching, Firewall, etc.) ***
City City City City
Site Access & Permitting (as required) City City City City
Mutually Acceptable Infrastructure
Modifications (as required)
City City City City
Network Core &Gateway (as required)Company Company Company Company
* Cabling standards: All cabling installed by City or City’s vendor shall be in accordance with TIA industry best
practices. City (or City’s vendor) shall be responsible for termination, testing, certification and labeling.
** WAN Requirements: In providing WAN connectivity, City will be required to satisfy the “WAN
Requirements” set forth in the attached Schedule 1.
*** LAN Integration Requirements: In providing LAN infrastructure integration, City will be required to
satisfy the “LAN Integration Requirements” set forth in the attached Schedule 1.
5. COVERAGE SCOPE MAP.
Fort Worth
Conn•ntion CC'ntcr
Cox Supplied Infrastructure:
19 x Private Cellular Radios
2 x PTP TimingSources
1 x HA Hosted MOCN GW
1 x HA pLTE Controller
8 x PoE++ Switches
Customer Supplied Infrastructure:
1 x Shared WAN connectivity
l"J:l65QUAIIF. n:t:T IAXl)IUM f.XUIIIITSPACf.
41 1111£.AKOl!f 1100.\1$ ..OR .\IAXl)lll)I •·u:xuuun=:Jc :t::')1
U,-.Sf.ATAllt:.A
Indoor Radio: 2x2 MIMO, 64 QAM
Modulation, Carrier Aggregation
• Ix GbE interlace, PoE++ (802.3bl)
•Operating Temp.:00 to 45°C
• 9,8 x I 1,8 x 3.34 (inches) 9,8 lbs
Schedule 1 to Statement of Work
City LAN Integration and WAN Requirements
LAN Integration Requirements:
Networking –City will provide the Company its own unique subnet/VLAN with other common services like DNS,
DHCP/DHCP option 43. The required specifications are set forth below:
Traffic Prioritization/Bandwidth Allocation - Quality of Service mechanisms must prioritize critical MOCN traffic, such
as signaling and real-time services, to ensure optimal performance. Adequate bandwidth allocation should be maintained
to prevent congestion for guaranteed service delivery.
Firewall Ports –Common firewall ports are required in accordance with the specifications below:
Firewall Port Protocol Purpose
80/443 TCP HTTP/HTTPS
123 UDP NTP
22 TCP Troubleshooting
ICMP Troubleshooting
500 UDP IKE
4500 UDP IPSec/NAT Traversal
ESP Protocol 50 - IPSec
5223 TCP AppleApplication Server
2123 UDP GTP Control from AP to Edge
2152 UDP GTP Data fromAP to Edge
36412 SCTP S1 connection from AP to Edge
38412
SCTP 5G AP Configuration via NETCONF
36003 TCP AP Configuration via TR-069
36037 TCP Metrics data from AP to Edge
36363 TCP Log data from AP to Edge
6001 UDP Troubleshooting data from AP to Edge
36400 TCP 5G AP Configuration via NETCONF
7547 TCP Edge fallback communication to AP
22 TCP AP Software upgrades and troubleshooting
319 UDP PTP Time synchronization
320
UDP PTP Time synchronization
WAN Requirements:
WAN Connectivity – City will supply public WAN connectivity. Public WAN connectivity allotted for the CPN
Services shall be at least 200 Mbps download and 50 Mbps upload per serviced location.
The uniqueness of enterprise networking customer environments acknowledges that certain details provided herein
are susceptible to change. Considering the dynamic nature of networking technologies and evolving business needs,
specific configurations, protocols, and network architectures may require regular assessment and potential
adjustments for optimal functionality.
Exhibit 2
Third-PartyTerms
The terms and conditions contained in this Exhibit are incorporated into the CPN Services Addendum and made a part of the
Contract. Capitalized terms not defined in this Exhibit shall have the meanings ascribed to such terms in the CPN Services
Addendum.
1. Definitions. When used in this Addendum, the terms listed below shall have the following meanings:
“Access Point” means the access point (4G-LTE, eNodb or other) provided by Provider for indoor and/or outdoor wireless
connectivity over CBRS spectrum (or similar spectrum, if and when available).
“Carrier” means a mobile network operator, wireless service provider, wireless carrier, or cellular company who has authorized
Provider to provide MOCN Neutral Host Service using that Carrier’s PLMN ID.
“Customer” means the City.
“Malicious Code" means viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents,
programs, or any identifying information or other metadata associated with them, such as suspected malicious website, URL, or IP
addresses.
“MOCN Neutral Host Service” means the neutral host service being provided to Customer as further described in the Scope of
Work.
“Neutral Host Service Usage Information “means information collected by Provider about the performance of the MOCN Neutral
Host Service at a Site, such as number of devices connected, quality of service, bandwidth consumed and will not include any
Carrier’s subscriber information, CPNI or any other information that identifies the Carrier.
“Performance Data” means information and data collected by Provider relating to: (a) the Access Points and their configuration,
use and performance; (b) devices that connect to the Access Points; and (c) configuration, use and performance of the private
cellular network enabled by the Provider Products and may include (i) IP address, IMSI, ICCID, and MSISDNs associated with
end user devices that connect to Access Points (“Device Data”), and (ii) metadata and performance metrics from end user devices,
Access Points, and edge software clusters (“Metadata”).
“PLMN ID” means a Carrier’s unique network identification that allows its subscribers to connect to Carrier’s network.
“Provider” means Company and/or Company’s third-party service provider, supplier or contractor.
“Provider Cloud Service” means a proprietary web-based Software-as-a-Service AI powered solution for managing the Access
Points and Provider Software, SIM provisioning, policy automation and related services.
“Provider Products” means the Provider Cloud Service, Provider Software, Access Points and other hardware or components
provided by Provider.
“Provider Software” means edge software and any other software included in the Provider Products or that is otherwise required
or useful to enable or use the Provider Products.
“Site” means the physical location where one or more Access Points that will be used for the MOCN Neutral Host Service are
deployed.
“Users” means Customer’s employees, contractors, guests, invitees, or anyone else to whom Customer authorizes access to the
Access Points.
2. General Restrictions. Unless expressly authorized by Provider, or except to the extent transfer may not be legally restricted under
applicable law, neither Customer nor any User shall sublicense, transfer, or assign, whether voluntarily or by operation of law,
any right or license in or to Provider Software and/or Provider Cloud Service to any other person or legal entity (other than to an
Customer’s Affiliate), even if Customer transfers title to the Access Points or when a lease to any Access Points for indoor and
outdoor wireless connectivity ceases. Any such attempted sublicense, transfer, or assignment shall be void. Further, neither
Customer nor any User shall: (i) directly or indirectly, decompile, disassemble, reverse engineer, modify, unbundle, detach or
separate any part of or embed within, or create derivative works based on, any Provider Software and/or Provider Cloud Service;
(ii) sell, resell, rent or lease any Provider Software and/or Provider Cloud Service; (iii) unless expressly authorized by Provider,
make any copies of Provider Software and/or Provider Cloud Service except as reasonably necessary for archival and "cold"
back-up purposes, but not for failover or "warm" back-up purposes; (iv) remove (or, if the license includes the right to make
copies of Provider Software, fail to include in those copies) any readme files, notices, disclaimers, marks, or labels included in
or on the software and/or any platform provided by Provider; and (v) use or allow use of the Provider Software or Provider Cloud
Service in violation of any applicable law or to support or facilitate any illegal activity.
3. Customer Data. Customer shall: (i) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and
of the means by which such Customer Data is acquired; (ii) prevent unauthorized use of any Provider Cloud Service, and notify
Provider promptly both orally and in writing of any such unauthorized use; (iii) use any Provider Cloud Service only in
accordance with the with the documentation provided by Provider and applicable laws; (iv) obtain any and all third party consents
necessary for the use and processing of Customer Data in connection with Provider Cloud Service as contemplated in the
Contract; (v) use any Provider Cloud Service with only appropriately licensed and/or approved third party software and
technology as provided by Provider in any applicable documentation.
4. Cloud Service Restrictions. Customer shall not: (i) authorize or allow any person’s or entity’s direct or indirect access to the
Provider Cloud Service (or use the Provider Cloud Service) other than a User or Users acting for Customer’s sole benefit in
furtherance of Customer’s internal business operations; (ii) use the Provider Cloud Service with third party products other than
those for which the Provider Cloud Service were purchased or otherwise intended to be used with the Provider Cloud Service,
as provided by Provider in any of the applicable documentation; (iii) use the Provider Cloud Service to store or transmit
infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy
rights; (iv) use the Provider Cloud Service to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or
performance of the Provider Cloud Service or third-party data contained therein; (vi) attempt to gain unauthorized access to the
Provider Cloud Service or their related systems or networks; (vii) permit any third party to access the Provider Cloud Service
except as permitted herein; or (viii) allow any individual, entity or organization to gain access to the Provider Cloud Service if
Customer knows that such individual, entity or organization is (or is acting on behalf of) either: (1) any individual, entity or
organization identified as a sanctioned party on any list maintained and published by the U.S. Department of Treasury, Office of
Foreign Asset Control, or on any similar list of sanctioned parties published by an agency of the US, the EU or any member
country of the EU; or (2) an entity or organization 50% or more controlled, directly or indirectly, by a party so listed. Provider
reserves the right, without liability, to disable Customer’s or any Customer’s access to the Provider Cloud Service in the event
of any material breach by Customer or any Customer or its Users or anyone on Customer or any Customer’s behalf, of the
provisions set forth in this Section.
5. Performance Data. In connection with Customer’s use of the Provider Cloud Service and Provider Software, Provider collects
and uses Performance Data for purposes of providing the Provider Cloud Service and Provider Software to Customer, measuring
performance of the Provider Products, and for providing support. Provider may also use Performance Data that has been
aggregated and de-identified and cannot be attributed to Customer for purposes of improving and developing the Provider
Products. By using the Provider Products, Customer agrees to allow Provider to collect and use Performance Data as
contemplated hereunder.
6. Prohibited Uses. The Provider Products have not been designed or approved for use in on-line control of aircraft, air traffic or
aircraft navigation, or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility;
or operating life support or life critical medical equipment. Customer shall not use the Provider Products or Provider services for
any such purposes.
7. Third-Party Code. Provider’s licensors of third party code disclaim all warranties not expressly made by such licensor, including
implied warranty of merchantability, fitness for a particular purpose and non-infringement. In no event will third party code
licensors be liable for incidental, indirect, special or consequential damages, except for personal injury (to the extent applicable
law requires such liability), and except to the extent a jurisdiction does not allow the exclusion or limitation of liability for
consequential or incidental damages.
8. Network Connection. Customer shall be solely responsible for procuring and maintaining Customer’s network connections and
telecommunication links from Customer Systems to the Access Points and Provider Cloud Service. Customer shall be solely
liable for problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s
network connections or telecommunications links, or internet connection.
9. Service Limitations. The use of the Access Points is subject to FCC regulation (See FCC Title 47, Chapter 1, Subchapter D, Part
96). Customer acknowledges that Citizens Broadband Radio Service operation in the 3550-3700 MHz band is subject to current
and future international agreements with Mexico and Canada. Notwithstanding anything to the contrary in the Contract, neither
Customer nor any of its Users has an expectation of interference protection from other General Authorized Access Users.
Customer further acknowledges that there may be interference from Priority Access Licensees and Incumbent Users. Access
Points and external antennas (if any) must be installed and maintained in accordance with the FCC regulations and in accordance
with additional rules required by the Spectrum Access System Administrator. Customer acknowledges that under certain
conditions, the Spectrum Access System Administrator may suspend operation of Access Point.
10. Federal Government Provisions. The Provider Software and Provider Cloud Service herein constitute “commercial item” and
include “commercial computer software” and “commercial computer software documentation”. Pursuant to Federal Acquisition
Regulations 12.211 and 12.212 or Defense Federal Acquisition Regulation Supplement 227.7102-1 and 227.7202-3, as
applicable, and Department of Defense transactions DFAR 252.227-7015, as applicable, the U.S. Government shall have only
the license rights in technical data, computer software, and computer software documentation specified in the Contract , and no
person, including any authorized reseller may agree to grant Customer any rights in Provider’s technical data inconsistent with
the Contract. Any provisions herein or in the Contract that are inconsistent with federal procurement regulations are not
enforceable against the U.S. Government. If a government agency has a need for rights not conveyed under these terms, it must
negotiate with Provider to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written
addendum specifically conveying such rights must be included in any applicable contract or agreement.
11. MOCN Neutral Host Service.
11.1. Disclosures to Carriers. Customer consents to Provider disclosing Customer’s name and details about the Site to Carriers for
purposes of implementing and maintaining the MOCN Neutral Host Service. Provider will have contractual commitments
with Carriers to protect the confidentiality of any Customer Confidential Information shared by Provider with the Carrier.
11.2. Availability. MOCN Neutral Host Service will not be available until the Carrier and Provider have tested and approved the
Provider Products at the Site(s) for MOCN Neutral Host Service. Other than for the required testing and MOCN Neutral
Host Service validation, Customer may not commence broadcasting a Carrier’s PLMN-ID prior to the Service Period
Commencement Date (as defined in the Contract).
11.3. Customer Requirements.
11.3.1. Customer bears all the cost and expense for installation of the Provider Products and supplying the power, data backhaul,
and Customer LAN and WAN provisioned to support the additional bandwidth requirement from MOCN Neutral Host
Service users. Customer understands that the MOCN Neutral Host Service relies on Customer providing network
connectivity between Provider’s Edge appliance and Software, Access Points, Provider’s cloud-based proprietary web-
based Software-as-a-Service, and/or other Provider cloud-based services. Customer is responsible for providing the
interconnectivity required for voice service access, including emergency (911 and e911) calling, to the Provider cloud
environment.
11.3.2. Any Customer network outages will impact availability of MOCN Neutral Host Service. Customer will notify Provider
within 24 hours if the Provider Products necessary to provide the MOCN Neutral Host Service experiences any activity
that could materially impact a Carrier’s provision of wireless services to its customers. Notwithstanding the foregoing,
Customer will undertake commercially reasonable efforts to address the material impact to the MOCN Neutral Host
Service caused by Customer. By way of example, an action that materially impacts a Carrier’s provision of wireless
services to its customers includes permanently downgrading the coverage provided by the MOCN Neutral Host Service,
eliminating MOCN Neutral Host Service at a Site, relocating the MOCN Neutral Host Service components, planning
maintenance or a project that may require or cause the MOCN Neutral Host Service to be unavailable for more than
twelve (12) hours.
11.3.3. After initial installation of the Access Points for the MOCN Neutral Host Service, any relocation, deactivation,
suspension, or limited operation of the Access Points used for the MOCN Neutral Host Service requires the prior written
approval of Provider. Any such request for approval shall be made at least forty-five (45) days before an expected
relocation to allow Provider (and the Carrier) to properly evaluate and approve or disapprove a request. Such approval
shall not be unreasonably withheld; provided, that it conforms to Provider’s and the Carrier’s then-current RF
instructions, specifications, and guidance, complies with FCC regulations, and does not cause interference or excess RF
exposure. Customer’s failure to obtain such approval shall permit Provider (or the Carrier) to terminate MOCN Neutral
Host Service at impacted Site(s).
11.3.4. Customer shall not perform any modification to the Provider Products used for MOCN Neutral Host Service or any
change to the real estate environment at the Site(s) unless and until Provider has been given a sufficient opportunity to
evaluate whethersuch modifications wouldimpact RF exposure from the Equipment, Provider Product or other Provider-
provided components.
11.3.5. If there is an issue with Customer LAN and/or WAN infrastructure that is resulting in deterioration in MOCN Neutral
Host Service performance and user experience, Customer will work with the Provider support team to troubleshoot and
address any issue in a timely manner. Customer understands that a failure to resolve a Customer LAN or WAN issue
may result in suspension by Carrier of Provider’s broadcast of the Carrier’s PLMN ID. Provider will coordinate with the
Carrier to restore MOCN Neutral Host Service when Provider determines, acting reasonably, that Customer has resolved
the issue giving rise to the request to suspend Provider’s broadcast of the Carrier’s PLMN ID.
11.3.6. Customer shall at all times follow the Provider manufacturer’s instructions, specifications, and guidance regarding
operation of the Provider Products and other Provider-provided components and placement of the Access Points (i.e.,
only as approved by Carrier and/or Provider), including any requirement to place labels, stickers, or other visual
advisories on or near such Access Points. Customer will ensure that all labels, stickers, or other visual advisory pertaining
to RF exposure or separation distance of the Access Points from people that is placed on or near the Access Points (by
Customer or Provider) is not removed, tampered with, covered, or otherwise obscured while the system is operating.
11.4. Suspension of MOCN Neutral Host Service. In the event of a need to deactivate, suspend, or limit operation of the MOCN
Neutral Host Service, Customer may receive advance notice from Provider where possible, but Provider may, in its sole
discretion, make such changes immediately where necessary to protect Carriers, Customer, Carrier networks or third parties
affected by the MOCN Neutral Host Service. Such deactivation, suspension, or limitation shall not constitute a breach of any
Provider or Carrier obligation to Customer and shall not create any liability from Provider or Carrier to any users of the
MOCN Neutral Host Service. Permanent deactivation of the MOCN Neutral Host Service at a Site for any reason terminates
Customer’s right to use the MOCN Neutral Host Service.
11.5. Regulatory.
11.5.1. Customer will strictly comply with all compliance, regulatory or other similar requirements relating to the use of the
MOCN Neutral Host Service at the Site. Customer agrees to provide any information reasonably requested by a Carrier
that is related to the provision of MOCN Neutral Host Service at the Site(s). If a Carrier faces any penalty or damages
for Customer’s violation of any compliance, regulatory or other similar requirements, and Provider or the Carrier
reasonably determines that an issue on the Customer’s network, caused such penalty or damage, Provider will
immediately notify Customer and provide Customer, to the extent that Provider is able to do so, all Documentation and
information in Provider’s control or possession related to any non-compliance being caused by Customer. Customer
assumes all responsibility, and will fully compensate Provider or the Carrier including any costs to defend the
investigation or lawsuit, and hold the Carrier harmless.
11.5.2. Customer and Provider agree that if a regulatory agency or other governmental body of competent jurisdiction requires
an audit or investigation of the communications traffic that is the subject of the MOCN Neutral Host Service, each party
will reasonably cooperate in any such investigation, provided that each party (i) immediately notifies the other party of a
required disclosure or upon receipt of a governmental or court order, and (ii) cooperates with the other party in making,
if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination
against, or limiting disclosure or use of confidential information, at no cost to the recipient party.
11.5.3. Customer agrees to coordinate with Provider and Carriers to provide access to the Site as necessary to conduct regulatory
or legal-mandated testing. Provider and Carrier will comply with Customer specific rules and regulations respecting
security and visitor access to such Site. Except in times of emergency, Provider will provide at least twenty-four (24)
hours’ telephonic or email notice before such access.
11.6. Certain Acknowledgments. Customer acknowledges and agrees that:
11.6.1. In order for 911 calls to be properly directed to emergency services, Provider must have the correct address where the
Access Points are located. If Customer moves an Access Point to a different address without Provider’s approval, 911
calls may be directed to the wrong emergency authority, may transmit the wrong address and/or may fail altogether.
11.6.2. The MOCN Neutral Host Service uses the electrical power at Customer’s Site(s). If there is an electrical power outage,
911 calling may be interrupted.
11.6.3. Calls, including calls to 911, may not be completed if there is a problem with Customer’s network facilities that are
connected to the MOCN Neutral Host Service.
11.7. Suspension. Provider may terminate, suspend or limit MOCN Neutral Host Service, if:
11.7.1. Customer’s use of the MOCN Neutral Host Service poses a risk to Provider or a Carrier, to any other user of the MOCN
Neutral Host Service, or may subject Provider or any third party to liability, damages, or danger.
11.7.2. Customer uses the MOCN Neutral Host Service in a way that disrupts or threatens Provider’s network equipment or the
systems, services, or network of any Carrier.
11.7.3. Provider receives notice or otherwise determines, in its sole discretion, that Customer is using the MOCN Neutral Host
Service for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of
Provider or any third party, including failing to obtain all approvals, consents, and permits required under these terms.
11.7.4. If the FCC or any other government regulatory agency or legislative body promulgates any rule, regulation, or order that
has the effect of prohibiting or adversely affecting Provider’s (or a Carrier’s) ability to provide the MOCN Neutral Host
Service; or requires a modification to the MOCN Neutral Host Service for which the Carrier and Provider are not able to
accommodate.
11.8. Neutral Host Service Usage Information. Provider may share Neutral Host Service Usage Information with Carriers. Provider
may use Neutral Host Service Usage Information for purposes of monitoring performance of the MOCN Neutral Host
Service, to troubleshoot MOCN Neutral Host Service performance issues or improve the MOCN Neutral Host Service. To
the extent Provider shares Neutral Host Service Usage Information with Customer, in no event may Customer include or
attribute any Carrier’s name to any such information, or any sub-set or superset of the information, or in such a way to allow
a third party to infer a Carrier’s use of the Site(s). Customer may not use a Carrier’s name, logo or symbol in connection with
its use or availability of MOCN Neutral Host Service at any Site without the Carrier’s prior written consent.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33565&councildate=8/12/2025 9/24/2025
HEARING:
M&C Review Page 1 of 2
CITY COUNCIL AGENDA
Create New From This M&C
DATE:8/12/2025 REFERENCE **M&C 25-LOG
Official site of the City of Fort Worth, Texas
25COX_COMMUNICATIONS_CONTRACT_AMEND_DIGITAL_ANT_SYS
NO.:0705 NAME:
CODE:G TYPE:CONSENT PUBLIC NO
SUBJECT:(CD 9) Authorize Execution of an Agreement with Hospitality Network, L.L.C. to Provide Cox Private Network Services
at the Fort Worth Convention Center; Adopt Appropriation Ordinance Amending Appropriations and Receipts in the
Public Events Capital Fund
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of an Agreement with Hospitality Network, L.L.C., for Cox Private
Network (CPN) services at the Fort Worth Convention Center for a one-time capital outlay of
$214,599.00, advanced payment of $13,584.00 for the first twelve (12) month service
period, and $1,132.00 per month for months thirteen (13) through thirty-six (36), to be
included in future Public Event’s Department Operating Budget Proposals, for a total cost of
$255,351.00; and
2. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations
in the Public Events Capital Fund by decreasing estimated receipts and appropriations in the
FWCC Minor Renovation and Repair project (City Project No. P00053) in the amount of
$97,963.00, and increasing estimated receipts and appropriations in the to the FWCC Tech
Infrastructure Upgrade project (City Project No. 101412) by the same amount.
DISCUSSION:
It is recommended that the City Council authorize execution of an agreement with Hospitality Network,
L.L.C., to provide Cox Private Network (CPN) services at the Fort Worth Convention Center (FWCC)
for a service period of thirty-six (36) months from the CPN activation date for a total cost of
$255,351.00
Hospitality Network, L.L.C. (CoxHN.com) has been the exclusive provider of voice, data, and internet
services at the FWCC for exhibitors and facility users since 2022. Hospitality Network and Cox
Communications will design, install, and deliver a MOCN neutral host solution (MOCN Neutral Host
Service) providing public cellular connectivity to the City at the CPN Service Locations utilizing indoor
private cellular radios operating in the CBRS band (3.5 GHz Citizens Broadband Radio Spectrum). All
CPN Service Equipment will be installed and operated from the City premises at the CPN Service
Location leveraging City-supplied local area networks (LAN) interconnects and public wide area
networks (WAN) connectivity managed by Cox Hospitality Network.
Voice and data services for the Public Events Department administrative offices will continue to be
provided by the City of Fort Worth's (City) Information Technology Solutions (ITS) Department.
City shall be responsible for paying the following fees and charges for the CPN Services (CPN
Charges) to Cox Communications: the non-recurring charge of $214,599.00 on or after the CPN
Service Period Commencement Date and the recurring charges of $1,132.00 monthly, in advance for
the first 12 months, beginning on or after the CPN Services are activated. Service fees for months 13-
36 will be included in future operating budget proposals of the Public Events Department.
Installation and Hardware $ 214,599.00
Service Fee (Months 1-12) of Service $ 13,584.00
Service Fee (Months 13-36) of Service $ 27,168.00
TOTAL PROJECT BUDGET $ 255,531.00
Funding is budgeted in the Public Events Capital and the Culture & Tourism Cap Projects Funds for
the Public Events Department for the purpose of funding the FWCC Tech Infra Upgrade.
The Fort Worth Convention Center is located in COUNCIL DISTRICT 9 but will benefit all council
districts.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the FWCC Minor Renovation &
Repair & FWCC Tech Infra Upgrade projects within the Public Events Capital and Culture & Tourism
Cap Projects Funds and upon approval of the above recommendations and adoption of the attached
appropriation ordinance, funds will be available in the Public Events Capital Fund for the FWCC Tech
Infra Upgrade project to support the above recommendations and execution of the contract. Prior to
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33565&councildate=8/12/2025 9/24/2025
M&C Review Page 2 of 2
an expenditure being incurred, the Public Events Department has the responsibility of verifying the
availability of funds.
TO
FROM
Fund DepartmentID Account ProjectID Program Activity BudgetYear Reference #(Chartfield 2)
Amount
Submitted for City Manager's Office by:Jesica McEachern (5804)
Originating Department Head:Michael Crum (2501)
Additional Information Contact:Keith A. Chisolm (2525)
ATTACHMENTS
25-101412 (PS FWCC Tech Infra Upgrade)-CC.pdf (CFW Internal)
25COX_COMMUNICATIONS_CONTRACT_AMEND_DIGITAL_ANT_SYS funds avail rev.docx
(CFW Internal)
5COX_COMMUNICATIONS_CONTRACT_AMEND_DIGITAL_ANT_SYS fid table.xlsx (CFW
Internal)
APP.ORD_25COX_COMMUNICATIONS_CONTRACT_AMEND_DIGITAL_ANT_SYS_30205
(r2).docx (Public)
Attachment 2 EXECUTED Cox Telecommunications Agreement-CSC 57254.pdf (CFW Internal)
FWCC Form 1295_Signed & Notarized 2025[42].pdf (CFW Internal)
MC 22.0060 Hospitality Network.pdf (CFW Internal)
MOCN Neutral Host Indoor Public Cellular Coverage Map.pdf (Public)
PED and Hospitality Network Chapter 252 Exemption Form.pdf (CFW Internal)
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
CSC No. 57254
CONTRACT BETWEEN THE CITY OF FORT WORTH AND
HOSPITALITY NETWORK, LLC
FOR TELECOMMUNICATION AND DATA SERVICES
This Contract for Telecommunication and Data Services (“Contract”) is made and entered into
by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by
and through its duly authorized Assistant City Manager (“City”), and Hospitality Network, LLC, a
Delaware limited liability company (“Company”).
WHEREAS, the City owns and operates the Fort Worth Convention Center located at 1201
Houston Street, Fort Worth, Texas 76102;
WHEREAS, the Fort Worth Convention Center provides or makes available a multitude of
services to meet the needs of both exhibitors and clients of the Fort Worth Convention Center;
WHEREAS, telecommunication and data services are an integral part of the success of the Fort
Worth Convention Center;
WHEREAS, Company is in the business of providing telecommunication and data services to
convention centers such as the Fort Worth Convention Center; and
WHEREAS, the City desires to engage Company as its exclusive provider of telecommunication
and data services for clients and exhibitors at the Fort Worth Convention Center.
NOW THEREFORE, in consideration for the covenants and agreement hereafter set forth, the
parties hereto agree as follows:
SECTION 1.
DEFINITIONS
1.1 In addition to any other defined terms in the Contract, the following words, terms and
phrases, when used in this Contract, shall have the meanings ascribed to them in this section, except
where the context clearly indicates a different meaning:
1.1.1 Clients and Exhibitors means any person or entity that may from time-to-
time enter into any agreement for the use of the FWCC or any of the Services provided by Company at
the FWCC for a particular purpose.
1.1.2 Contract Year means each successive twelve-month period during the
term of this Contract commencing on March 20 and expiring on March 19 of the following year.
1.1.3 Director means the Director for the Public Events Department of the
City of Fort Worth, Texas or that person’s authorized representative or designee.
1.1.4 Event(s) means any performance, production, show, exhibit, or activity
scheduled at the FWCC.
1.1.5 FWCC means the City-owned facility known as the Fort Worth
Convention Center located at 1201 Houston Street, Fort Worth, Texas 76102.
Agreement between Hospitality Network, LLC and City
1 of 21
Agreement between Hospitality Network, LLC and City 2 of 21
1.1.6 Gross Revenue means the total amount of money received by Company or
byanyagent,employee,officer,partner,contractor,or subcontractor of Companyfromanyand all sales,
whether for cash or credit, made as a result of the rights and privileges granted under this Contract;
provided, however, that any (a) applicable sales taxes imposed by local, state, or federal law that are
separately stated to and paid by a purchaser of any goods or services sold by Company or anyone acting
by or on behalf of Company from an authorized service or activity under this Contract and directly
payable to a taxing authority, (b) regulatory fees or surcharges, (c) deposits (until used for Services),
(d) billings for recovery of non-returned lost or damaged service equipment, (e) amounts billed to the
FWCC or FWCC service contractors or permanent tenants, and (f) revenue paid directly to the FWCC,
shall be excluded. Further, such Gross Revenue shall include all monies paid or to be paid by a purchaser
of any goods or services provided by Company under this Contract, including, but not limited to, rental
equipment and labor (net of any rent paid or payable by Company for such equipment). Service
adjustments, credits and refunds, exclusive of any sales tax, shall either not be included in the calculation
of Gross Revenue or may be deducted from the calculation of Gross Revenue if such amounts were
previously included.
SECTION 2.
RIGHTS GRANTED
2.1.1 Services. Company will be the exclusive provider of voice, data, and
Wi-Fi communications for all of the Clients and Exhibitors of the FWCC and shall, with good faith
and due diligence, perform the services set forth in Exhibit A, which is attached hereto and
incorporated herein by reference, (“Services”) and the terms and conditions of this Contract. The
service rights granted herein are not intended to restrict the personal use by Clients and Exhibitors of
the FWCC of wireless devices they own or otherwise possess, or of licensed wireless services to which
they subscribe. In exercising its rights hereunder Company will have the right to refuse service to any
of the FWCC’s Clients and Exhibitors on a case-by case basis and/or to offer service on case-specific
terms.
2.1.2 Office Space. Company has a non-exclusive right to use and occupy a
portion of the FWCC to serve solely as office space to a full-time manager of Company who is
responsible for overseeing and managing the Services to be provided at the FWCC pursuant to this
Contract (“Office Space”) and for no other purpose or use.
SECTION 3.
TERM
3.1 Primary Term. This Contract is binding on the date of execution by the parties and
effective beginning on March 1, 2022, and remains in effect until February 28, 2027 (“Primary Term”),
subject to early termination as provided herein.
3.2 Renewal Term. Following the Primary Term, the City and Company, by written mutual
consent, may elect to extend this Contract for one additional two (2) year period (“Renewal Term”).
Notification of intent to extend the Contract must be given in writing to the other party at least sixty (60)
calendar days prior to the expiration of the Primary Term.
Agreement between Hospitality Network, LLC and City 3 of 21
SECTION 4.
CONSIDERATION
4.1 Monthly Commissions.
4.1.1 Companymust paythe Cityan amount equal to Sixty TwoPercent (62%)
of its monthly Gross Revenue from the rights and privileges granted under this Contract.
4.1.2 Monthly Gross Revenue will be calculated based on a calendar month.
Payments must be made with respect to each calendar month that this Contract is in effect no later than
the twentieth (20th) day of the following calendar month, including the last payment to be made at either
termination or expiration of this Contract.
4.2 Investments.
4.2.1 Within the first Contract Year, Company must invest at least $25,000.00
in mutually agreed upon transition and equipment costs to improve the Services.
4.2.2 Within the first Contract year, Company must also invest at least
$605,000.00 in mutually agreed upon equipment, infrastructure, and technology improvements to
improve Services capabilities for Clients and Exhibitors of the FWCCto service the patrons of the
FWCC. The Company must provide the Director with a list of the equipment, infrastructure, and
techonology improvements within sixty (60) calendar days after the Effective Date of this
Agreement.The Director and Company will work together to ensure that the list is mutually acceptable
before anything on the list is installed. For the avoidance of doubt and to ensure compliance with
Company’s third-party supply chain confidentiality obligations, Company’s investment shall be
determined based on value-added-reseller (“VAR”) pricing for equipment as well as reasonable and
customary labor charges.
4.2.3 Any investments made to the FWCC are subject to the terms of this
Contract, including, but not limited to, Section 7.
4.3 Miscellaneous.
4.3.1 Past due payments accrue interest at the rate of 1% per Month. For
purposes hereof, a payment is past due if not paid within thirty (30) days after its due date.
4.3.2 All payments due to the City are due and payable without demand by
check at the office of the Director, or at such other place in Tarrant County, Texas as the Director may
hereafter notify Company (in writing and with reasonable advanced notice), and must be made in legal
tender of the United States.
4.3.3 The parties understand and acknowledge that the obligations set forth in
Subsections 4.1 and 4.2 are cumulative of one another and that any obligation to pay or perform under
one subsection is in addition to any other obligation to pay or perform in any other subsection.
SECTION 5.
OFFICE SPACE
Agreement between Hospitality Network, LLC and City 4 of 21
5.1 The exact location of the Office Space within the FWCC has been agreed upon by
Company and the Director. Such location may be changed from time-to-time in the Director’s sole and
absolute discretion provided that Company shall be provided with reasonable prior notice sufficient to effect
a relocation without unreasonably disrupting the delivery Services to Clients and Exhibitors; the
replacement Office Space shall be reasonable as to size and location so as to allow Company to continue to
effectively and efficiently provide the Services to Clients and Exhibitors; and Company’s out-of-pocket
expenses of relocation will be promptly reimbursed by the City subject to provision of reasonable
documentation thereof by Company.
5.2 At all times during the term of this Contract, the Office Space must remain under the control
of the City, and Company will not be responsible for any maintenance of the Office Space. Company will
not have access to the City’s computing environment and network.
5.3 City will not be responsible for providing any supplies or equipment to Company’s
employees or for the Office Space.
5.4 Company takes all portions of the Office Space and all appurtenances in “AS IS” condition
without any express or implied warranty on the part of the City. Company accepts the Office Space in its
present condition, finds it suitable for the purposes intended, and further acknowledges that it is thoroughly
familiar with such condition by reason of a personal inspection and does not rely on any representations by
the City as to the condition of the Office Space or their suitability for the purposes intended. Company’s
taking possession of the Office Space will be conclusive evidence that: (i) the Office Space is suitable for
the purposes and uses for which the same is licensed; and (ii) Company waives any and all defects in and
to the Office Space and all appurtenances thereto. The City will not be liable to Company or its invitees,
licensees, subcontractors, or guests for any damage to any person or property due to the acts or
omissions of Company, or its subcontractors, invitees, licensees, and guests.
5.5 The City will be responsible for all expenses associated with water, sewer, electricity, gas
and waste disposal utilities involving existing and future service lines. Company will be responsible for all
other communications utility expenses, including local and long distance telephone charges, computer
charges, and cable television charges.
5.6 Company will not do, or permit to be done, anything in or on any portion of the FWCC or
bring or keep anything therein or thereon which will in any way conflict with the conditions of any insurance
policy on the FWCC or any part thereof. Company will not cause in any way an increase in the rate of fire
insurance on the buildings or property. Company agrees that no decorative or other materials must be
nailed, tacked, screwed, or otherwise physically attached to any part of the property of the City without
written approval from the Director, which approval will not be unreasonably withheld.
5.7 Company agrees that it will not make or suffer any waste in, on, or to the Office Space.
Company will not make any alterations to the Office Space without first obtaining written approval from
the Director. Company further agrees to maintain and pick up litter attributable to Company and perform
minor housekeeping as necessary to keep the Office Space in a clean, orderly, and sanitary condition at all
times. City must perform any major cleaning, e.g., strip, buff and wax floors, at standards and frequencies
that may be established by City. Company will remove garbage and deposit in dumpster in accordance with
procedures established by the Director.
5.8 The City reserves to itself, its officers, agents, assigns, and employees the right to enter the
Office Space at any time for the purpose of ascertaining compliance with the terms and provisions of this
Contract; making inspection of the Office Space; and maintaining and making repairs and improvements
Agreement between Hospitality Network, LLC and City 5 of 21
to City-owned property. In addition, the City does not relinquish the right to control the management of
the Office Space or the right to enforce all necessary and proper rules for the management and operation of
the same. Members of the City’s police, fire, parks, code compliance, and other designated departments
have the right at any time to enter any portion of the Office Space (without causing or constituting a
termination of the Contract) for the purpose of inspecting the facilities, maintaining City-owned property,
and performing any and all activities necessary for the proper conduct and operation of public property,
provided that no unreasonable interference with Company’s use of the Office Space is caused by such
access. The City will at all times have keys with which to unlock all doors and gates associated with the
Office Space, and Company will not change or alter any lock without the City’s permission and must
provide new keys to the City within forty-eight (48) hours of making any approved change.
SECTION 6.
INSURANCE REQUIREMENTS
6.1 General Requirements. Company must furnish to City in a timely manner, but not later
than the start of the term of this Contract, certificates of insurance as proof that it and its contractors and
subcontractors, as applicable, have obtained the policies of insurance specified herein. If City has not
received such certificates by such date, Company will be in default of the Contract and City may, at its
option, terminate the Contract. Company must maintain the following coverages and limits thereof:
6.1.1 Commercial General Liability (CGL) Insurance
i.$1,000,000 each occurrence
ii.$2,000,000 aggregate limit
6.1.2 Business Automobile Liability Insurance
i.$1,000,000 each accident on a combined single-limit basis, or
ii.$1,000,000 Aggregate
iii.Insurance policy must be endorsed to cover “Any Auto”, defined as autos
owned, hired, and non-owned.
iv.Pending availability of the above coverage and at the discretion of City,
the policy must be the primary responding insurance policy versus a
personal auto insurance policy if or when in the course of Company’s
business as contracted herein.
6.1.3 Workers’ Compensation Insurance
i.Part A: Statutory Limits
ii.Part B: Employer’s Liability
B.$100,000 each accident
C.$100,000 disease-each employee
Agreement between Hospitality Network, LLC and City 6 of 21
D.$500,000 disease-policy limit
6.2 Additional Requirements.
6.2.1 Such insurance amounts must be revised upward at City’s reasonable
option and no more frequently than once every 12 months, and Company must revise such amounts
within thirty (30) calendar days following notice to Company of such requirements.
6.2.2 Where applicable, the Company’s commercial general and auto liability
insurance policies required herein must be endorsed to include City as an additional insured as its interest
may appear provided that such endorsement may be by blanket endorsement. Additional insured parties
must include employees and officers of City.
6.2.3 The Workers’ Compensation Insurance policy must be endorsed to include
a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such insurance
must cover employees performing work on any and all projects. Company or its contractors must
maintain coverages, if applicable. In the event the respective contractors do not maintain coverage,
Company must maintain the coverage on such contractor, if applicable, for each applicable contract.
6.2.4 Any failure on part of City to request certificate(s) of insurance will not be
construed as a waiver of such requirement or as a waiver of the insurance requirements themselves.
6.2.5 Insurers of Company’s insurance policies must be licensed to do business
in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers must be acceptable to City insofar as their financial strength and
solvency and each such company must have a current minimum A.M. Best Key Rating Guide rating of
A-: VII or other equivalent insurance industry standard rating otherwise approved by City.
6.2.6 In the event there are any local, federal or other regulatory insurance or
bonding requirements for Company’s operations, and such requirements exceed those specified herein,
the former will prevail.
6.2.7 Company’s insurance coverages (other than Workers’ Compensation)
shall cover Company’s contractors and subcontractors. Notwithstanding the foregoing, Company shall
use commercially reasonable efforts to cause its contractors and subcontractors to maintain adequate and
approprite insurance coverages, limits, and other requirements, consistent with the services provided by
such contractors and subcontractors.
SECTION 7.
ALTERATIONS, ADDITIONS, OR IMPROVEMENTS
7.1 Company may provide for and manage alterations, additions or improvements to City
property at the FWCC with the prior written approval of the Director, such approval not to be unreasonably
withheld, delayed or conditioned. City and Company agree that Company will perform all alterations,
additions, and improvements (i) in accordance with a set of plans and specifications pre-approved by the
Director; (ii) in accordance with all applicable laws, ordinances, rules, regulations, and specifications of all
federal, state, county, city, and other governmental agencies now or hereafter in effect; (iii) in a good and
workman like manner; and (iv) in accordance with industry standards of care, skill, and diligence.
Notwithstanding the foregoing, City approval shall not be required for direct replacements of equipment
that do not alter the FWCC or otherwise require a permit.
Agreement between Hospitality Network, LLC and City 7 of 21
7.2 Approval by the City of any plans and specifications relating to any alterations, additions,
or improvements will not constitute or be deemed (i) to be a release by the City of the responsibility or
liability of Company and its subcontractors, for the accuracy or the competency of the plans and
specifications, including, but not limited to, any related investigations, surveys, designs, working drawings
and other specifications or documents, or (ii) an assumption of any responsibility or liability by the City for
any act, error or omission in the conduct or preparation of any investigation, surveys, designs, working
drawings and other specifications or documents by Company or its subcontractors. City will own the plans
and specifications.
7.3 Company may authorize a third party contractor to undertake all or any portion of any
alteration, addition, or improvement (a “Third Party Contractor”) provided that Company first enters into a
contract with such Third Party Contractor for the work to be undertaken by the Third Party Contractor and
such contract contains all of the following: (i) a provision in a form acceptable to the City pursuant to which
the contractor and any subcontractors involved with the work agree to release, indemnify, defend and
hold harmless the City from any and all damages arising as a result of or in relation to the work and
for any negligent or grossly negligent acts or omissions or intentional misconduct of the Third Party
Contractor, any subcontractors, and Company, and their officers, agents, servants and employees;
(ii) a requirement that the Third Party Contractor provide Company with a bond or bonds, which Company
must forward to the City, that guarantees the faithful performance and completion of all construction work
covered by the contract and full payment for all wages for labor and services and of all bills for materials,
supplies and equipment used in the performance of the contract in accordance with Section 2253.021 of the
Texas Government Code; (iii) a requirement that the Third Party Contractor provide insurance in accordance
with minimum requirements that may be required by the City, as approved in writing by the City’s Risk
Manager; (iv) a requirement that the Third Party Contractor and any of its subcontractors comply with all
applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all
provisions of the City’s Charter and ordinances, as amended; and (v) the provisions referred to in Section
10.2 hereto with respect to the audit of the Third Party Contractor’s records. All of the requirements
contained in this Section will hereinafter be referred to as the “Third Party Contract Provisions.”
7.4 IF COMPANY ENTERS INTO ANY THIRD PARTY CONTRACT FOR
CONSTRUCTION OF ANY PUBLIC IMPROVEMENTS THAT DO NOT CONTAIN ALL OF THE
ABOVE THIRD PARTY CONTRACT PROVISIONS, AND TO THE EXTENT THAT ANY CLAIMS,
DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT
NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISE UNDER, ON ACCOUNT OF OR IN RELATION TO THE
THIRD PARTY CONTRACT FOR WHICH THE CONTRACTOR THEREUNDER WOULD HAVE
BEEN REQUIRED TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY IF THE THIRD
PARTY CONTRACT PROVISIONS HAD BEEN INCLUDED IN THE THIRD PARTY CONTRACT
(“THIRD PARTY CONTRACT DAMAGES”), THEN COMPANY, AT COMPANY’S OWN EXPENSE,
MUST INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE
INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY FROM AND AGAINST
ANY SUCH THIRD PARTY CONTRACT DAMAGES. THIS IS IN ADDITION TO ANY OTHER
INDEMNIFICATION PROVISION PROVIDED IN THIS CONTRACT.
7.5 All alterations, additions and improvements to City property made with the written consent
of the Director will, upon completion and acceptance by the City become the property of the City. Company
may be required to remove, at its expense, any alterations, additions or improvements not meeting
specifications as approved by the City.
Agreement between Hospitality Network, LLC and City 8 of 21
7.6 Unless otherwise specifically authorized by this Agreement, Company will do no act or
make any contract that may create or be the foundation for any lien upon or interest any City property. Any
such contract or lien attempted to be created or filed will be void. Should any purported lien on City
property be created or filed, the Company, at its sole expense, must liquidate and discharge the same within
thirty (30) calendar days after notice from the City to do so; and should the Company fail to discharge the
same, such failure will constitute a breach of contract.
SECTION 8.
LIABILITY AND INDEMNIFICATION
8.1 EXCEPT TO THE EXTENT CAUSED BY THE CITY’S NEGLIGENCE OR WILLFUL
MISCONDUCT, CITY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY
KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM ANY RIGHTS OR
PRIVILEGES GRANTED TO COMPANY PURSUANT TO THIS CONTRACT, OR CAUSED BY ANY
DEFECT CAUSED BY COMPANY, OR ITS OFFICERS, AGENTS, REPRESENTATIVES,
EMPLOYEES, PARTNERS, AND SERVANTS IN ANY BUILDING, STRUCTURE, IMPROVEMENT,
EQUIPMENT, OR ANY FACILITIES THAT ARE THE SUBJECT OF THIS CONTRACT OR CAUSED
BY OR ARISING FROM ANY ACT OR OMISSION OF COMPANY OR OF ANY OF ITS
SUBCONTRACTORS, LICENSEES AND INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR
OTHER CASUALTY.
8.2 COMPANY AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD
HARMLESS THE CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS,
COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY’S
BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT
NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY
(i) COMPANY’S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT OR
(ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY OR
ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, PARTNERS, AND EMPLOYEES,
RELATED TO THIS CONTRACT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS
CONTRACT.
8.3 IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST THE CITY IN
CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, COMPANY, ON NOTICE FROM CITY,
MUST DEFEND SUCH ACTION OR PROCEEDING, AT COMPANY’S EXPENSE, BY OR
THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY.
8.4 Company will make commercially reasonable efforts to cause all of its contractors and
subcontractors working at the FWCC to include in their contracts an indemnity in favor of City in
substantially the same form as above.
SECTION 9.
RECORDS, ACCOUNTING, REPORTS AND OTHER REQUESTS
9.1 Company must maintain complete and accurate records for all of the Services provided
pursuant to this Contract, including, but not limited to, all financial records, receipts, invoices, and order
forms, and any alterations, additions, or improvements made pursuant to the FWCC pursuant to the terms
herein (“Audit Records”). On request of the City, Company must make all such Audit Records available
for inspection and review to the City pursuant to Section 10.1, below. Notwithstanding anything to the
Agreement between Hospitality Network, LLC and City 9 of 21
contrary contained herein, the parties acknowledge that the Audit Records are only those documents
necessary to determine compliance with this Contract.
9.2 In addition to any audit rights granted herein, Company must furnish to the City a yearly
statement detailing any and all Gross Revenue derived from Company’s Services provided herein, with
such statement to be furnished within ninety (90) calendar days after the end of each Contract Year. The
statement must be certified by an officer of Company to be true and correct in all material respects to the
best of that person’s knowledge.
9.3 Company must provide the City with any reports or documentation required by the City as
part of this Contract or that may be required pursuant to federal or state laws as such laws may be amended
from time-to-time during the term of this Contract.
SECTION 10.
AUDIT
10.1 Company agrees that the City may, on an annual basis (but not more than once during any
calendar year), with not less than thirty (30) days written notice, at City’s cost, inspect, and audit the Audit
Records of Company. City acknowledges and agrees that such Audit Records may not be maintained in the
jurisdiction where the FWCC is located. Company agrees that the City will have access during normal
working hours to all necessary Company facilities and will be provided adequate and appropriate workspace
in order to conduct audits in compliance with the provisions of this section. Any third party auditor
employed by City for audit purposes will be an independent nationally or regionally recognized firm of
certified public accountants and will not be engaged on a commission or similar results-based compensation
basis. If City’s audit discloses any incorrect payment, City and Company will make an appropriate
adjustment to the incorrect payment. If as a result of any audit it is determined that payments to the City
have been underpaid by more than ten percent (10%), Company will reimburse City for the reasonable and
actual cost of the audit. Unless disputed by Company, Company will pay City the amount of any
underpayment of payments identified by the audit (and the cost of the audit, if applicable) within thirty (30)
days after Company's receipt of a copy of the audit results. The foregoing audit right shall survive the
expiration or termination of this Contract for a period of one (1) year.
10.2 [Intentionally omitted].
SECTION 11.
TERMINATION
11.1 Termination for Convenience. City may terminate this Contract for its own convenience
by providing Company with at least ninety (90) days’ written notice prior to the intended termination date.
In the event of such termination, City will be obligated to comply with Section 11.9. Notwithstanding the
foregoing or the provisions of Section 11.4, below, City shall not have a right to terminate this Contract for
convenience unless City shall have, prior to any such purported termination for convenience, authorized
funding sufficient to comply with City’s obligations in Section 11.9.
11.2 Termination for Cause. Unless stated elsewhere in this Contract, either party will be in
default under this Contract if it breaches any term or condition of this Contract and such breach remains
uncured after ninety (90) calendar days following receipt of written notice from the non-defaulting party
referencing this Contract (or, if the defaulting party has diligently and continuously attempted to cure
following receipt of such written notice but reasonably requires more than ninety (90) calendar days to cure,
Agreement between Hospitality Network, LLC and City 10 of 21
thensuch additional amount of time as is reasonably necessaryto effect cure, as determined by both parties
mutually and in good faith).
11.3 Gratuities. City may terminate this Contract if it is found that gratuities in the form of
entertainment, gifts or otherwise were offered or given by Company or any agent or representative to any
City official or employee with a view toward securing favorable treatment with respect to the awarding,
amending, or making of any determinations with respect to the performance of this Contract.
11.4 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any
time during the term of the Contract, the Fort Worth City Council fails to appropriate funds sufficient for
the City to fulfill its monetary obligations under this Contract, the City may terminate the portion of the
Contract regarding such obligations to be effective on the later of (i) ninety (90) calendar days following
delivery by the City to Company of written notice of the City’s intention to terminate or (ii) the last date
for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this
Contract.
11.5 Company’s Duties Upon Expiration or Termination.
11.5.1 Prior to the effective date for expiration or termination of this Contract,
Company must promptly remove all of its personal property; provided, however, Company will not be
obligated to remove any fixtures. Company must also repair any Company-caused damage to the
FWCC, including, but not limited to, any damage that Company causes during removal of Company’s
property, to the reasonable satisfaction of the Director, normal wear and tear excepted.
11.5.2 Phase Out and Transition.
a.Company recognizes that the Services provided pursuant to this Contract are vital
to the City’s efforts to provide convenient telecommunication and data services to the Clients and Exhibitors
of the FWCC; that continuity thereof must be maintained at a consistently high level without interruption;
that upon expiration or earlier termination of this Contract a successor may continue these Services; that
any successor contractor will need phase-in training; and that Company must reasonably cooperate in order
to effect an orderly and efficient transition. Company must reasonably cooperate with a smooth and
seamless transition and have a cooperative approach. There will be no negative correspondence in
Company’s communications to any Clients and Exhibitors of the FWCC.
b.If the City procures a successor contractor prior to the effective date of expiration
or termination of this Contract, then Company must provide phase-out orientation to its successor contractor
prior to Contract termination or expiration at no charge to the City. Phase-out orientation shall comprise a
maximum of 30 working days, 8 hours per day, unless otherwise agreed by the parties in writing.
Orientation may include system operations procedures, record keeping, reports, and procurement
procedures. Company will be completely responsible for providing the Services called for by the Contract
during its phase-out period. Notwithstanding anything contained herein, Company will not be required to
communicate or provide any proprietary information or trade secrets, including but not limited to, hardware
configurations, Company developed systems or software, or marketing programs.
11.5.3 If Company fails to comply with its obligations in this Section 11.5, City
may, at its sole discretion, (i) remove Company’s personal property and otherwise repair the FWCC and
invoice Company for City’s costs and expenses incurred, normal wear and tear excepted, such invoice
to be due and payable to City within thirty (30) calendar days of its delivery to Company; or (ii) following
no less than thirty (30) calendar days prior written notice to Company, take and hold any Company
personal property as City’s sole property; or (iii) pursue any remedy at law or in equity
Agreement between Hospitality Network, LLC and City 11 of 21
available to City. If Company fails to surrender the FWCC (including, but not limited to, the Office
Space) to City following termination or expiration, all liabilities and obligations of Company hereunder
will continue in effect until such is surrendered.
11.6 Duties and Obligations to Survive Termination or Expiration. No termination or
expiration will release Company from any liability or obligation resulting from any event happening prior
to the completion of all post-termination duties.
11.7 Other Remedies. Any termination of this Contract as provided in this Contract will not
relieve either party from paying any sum or sums due and payable to the other party under this Contract
that remains unpaid and due at the time of termination, or any claim for damages then or previously accruing
against the other party under this Contract. Any such termination will not prevent a party from enforcing
the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from
recovering damages from the other party for any default under the Contract. All of each party’s rights,
options, and remedies under this Contract will be construed to be cumulative, and not one of them is
exclusive of the other. Each party may pursue any or all such remedies or any other remedy or relief
provided by law, whether or not stated in this Contract. No such termination will relieve either party from
any obligation it may have to the other party hereunder and such party may pursue any and all rights and
remedies or relief provided by law, whether or not stated in this Contract.
11.8 LIMITATION OF LIABILITY.IN THE EVENT THAT EITHER PARTY IS
ADJUDCATED AS LIABLE TO THE OTHER PARTYFOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, PUNITIVE OR ENHANCED
DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING
TO THE SERVICES OR EITHER PARTY’S PERFORMANCE OR NONPERFORMANCE
UNDER THIS AGREEMENT THEN THE FOLLOWING WILL APPLY: (1) COMPANY’S
LIABILITY FOR DAMAGES WILL BE CAPPED AT THE POLICY LIMITS FOR THE
COMMERCIAL GENERAL LIABILITY POLICY SET FORTH IN SECTION 6; AND (2) CITY’S
LIABILITY FOR DAMAGES WILL BE CAPPED AS SET FORTH BY APPLICABLE LAW BUT,
IN NO EVENT, WILL EXCEED COMPANY’S CAP.
11.9 Capital Improvements.
11.9.1 Any approved, City-owned capital investments made at the FWCC by
Company pursuant to Section 4.2 will be fully amortized in equal monthly amounts over the life of
the Primary Term of this Contract, with the schedule for amortization beginning on the date the
City accepts any such capital investment and ending on the final day of the Primary Term. Any
approved, City-owned capital investments made at the FWCC by Company subsequent to those capital
investments required of Company pursuant to Section 4.2 will be fully amortized in equal monthly
amounts over a five (5) year period, with the schedule for amortization beginning on the date the City
accepts any such capital investment. If theCity terminates this Contract for convenience or Company
terminates this Contract as a result of a material breach by the City, the City will reimburse
Company an amount equal to the unamortized amount of such capital investments (whether pursuant to
Section 4.2 or otherwise) on the effective date of termination. For the avoidance of doubt, the City will
have no obligation to reimburse Company for the unamortized amount of any capital investments
made at the FWCC by Company pursuant to Section 4.2 if the City terminates this Contract for
convenience during the Renewal Term but City will be obligated to reimburse Company for the
unamortized amount of any subsequent capital investments made at the FWCC by Company following
any such termination. The City's obligation under this Section 11.9.1 will survive the termination or
expiration of this Contract.
Agreement between Hospitality Network, LLC and City 12 of 21
11.9.2 Nothing contained in this Section 11.8 will ever be construed so as to
require the City to create a sinking fund or to access, levy, and collect any tax to fund its obligations
hereunder. The City has no obligation to reimburse Company under this Section 11.9 if this Contract is
terminated by the City for cause.
11.9.3 Payments by the City to Company pursuant to this Section 11.8 must be
made within sixty (60) business days after the applicable date of termination.
11.10 Collateral to Cure Defaults. Within fifteen (15) calendar days after the execution of this
Contract, Company will post a performance bond in the amount of $25,000.00, in a form reasonably
satisfactory to the City, to secure Company’s performance hereunder. The performance bond will list the
City as a dual obligee, and the City will be entitled to claim against the bond for any amount owed to the
City pursuant to this Contract.
SECTION 12.
NONDISCRIMINATION
12.1 Company will not engage in any unlawful discrimination based on race, creed, color,
national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other
prohibited criteria in any employment decisions relating to this Contract, and Company represents and
warrants that to the extent required by applicable laws, it is an equal opportunity employer and will comply
with all applicable laws and regulations in any employment decisions.
12.2 In the event of Company noncompliance with the nondiscrimination clauses of this
Contract, which is not cured within ninety (90) calendar days of notice of such noncompliance, this Contract
may be canceled, terminated, or suspended in whole or in part, and Company may be debarred from further
agreements with City.
SECTION 13.
VENUE AND CHOICE OF LAW
13.1 Company and City agree that this Contract 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, arises on the basis of any
provision of this Contract, 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.
SECTION 14.
THIRD-PARTY RIGHTS AND ASSIGNMENTS
14.1 The provisions and conditions of this Contract are solely for the benefit of the City and
Company, and any lawful assign or successor of Company, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
14.2 Company agrees that it will not subcontract or assign all or any part of its rights, privileges
or duties hereunder without the prior written consent of the City, which consent will not be unreasonably
withheld, delayed or conditioned and any attempted subcontract or assignment of same without such prior
consent of the City will be void. Notwithstanding the foregoing, Company may assign this Contact without
the consent of the City City Council to an Affilate of Company only if (i) prior to or contemporaneously
with the effectiveness of such assignment, Company provides City with written notice of such assignment,
which notice must include the name of the Affiliate and a contact name, address, and telephone number for
Agreement between Hospitality Network, LLC and City 13 of 21
the Affiliate, and (ii) the Affilliate agrees in writing to assume all terms and conditions of Company under
this Contract. For purposes of this Contract, an Affiliate meansany entity that is controlled by, controlling
or under common control with Company. Control means more than fifty (50%) ownership as determined
by either value or vote.
SECTION 15.
BINDING COVENANTS
15.1 Subject to the limitations containedherein,the covenants, conditions and agreements made
and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective
successors, representatives and permitted assigns, if any.
SECTION 16.
NOTICES
16.1 All notices, communications, and reports required or permitted under this Contract will be
personally delivered or sent via reputable overnight delivery service to the respective parties by depositing
same in the United States mail, certified, at the addresses shown below, unless and until either party is
otherwise notified in writing by the other party, at the following addresses. Mailed notices will be deemed
received as of the date of receipt.
CITY: Company:
City of Fort Worth Hospitality Network, LLC
Public Events Department 1700 Vegas Drive
Fort Worth Convention Center Las Vegas, NV 89106
Attn: Director Attn: Vice President, Hospitality
1201 Houston Street
Fort Worth, Texas 76102
with copy to:
City of Fort Worth Cox Communications, Inc.
City Attorney’s Office 6205-B Peachtree Dunwood Road
Attn: City Attorney Atlanta, Georgia 30319
200 Texas Street Attention: Ass’t General Counsel, Cox
Fort Worth, Texas 76102 Business
SECTION 17.
INDEPENDENT CONTRACTOR
17.1 It is expressly understood and agreed that Company and its employees, representative,
agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent
contractors as to all rights and privileges and work performed under this Contract, and not as agents,
representatives or employees of the City. Subject to and in accordance with the conditions and provisions
of this Contract, Company will have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its employees, representative, agents, servants,
officers, contractors, subcontractors, and volunteers. Company acknowledges that the doctrine of
respondeat superior will not apply as between the City and its officers, representatives, agents, servants
and employees, and Company and its employees, representative, agents, servants, officers, contractors,
subcontractors, and volunteers. Each party further agrees that nothing herein will be construed as the
Agreement between Hospitality Network, LLC and City 14 of 21
creation of a partnership or joint enterprise between City and Company. It is further understood that neither
party will in any way be considered a Co-employer or a Joint employer of the other party or any such party’s
respective employees, representative, agents, officers, contractors, and subcontractors.. Neither Company,
nor any officers, agents, servants, employees or subcontractors of Company will be entitled to any
employment benefits from the City. Company will be responsible and liable for any and all payment and
reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers,
contractors, subcontractors, and volunteers. Neither City, nor any officers, agents, servants, employees or
subcontractors of City will be entitled to any employment benefits from Company. City will be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees,
representative, and officers.
17.2 The City, through its authorized representatives and employees, will have the sole and
exclusive right to exercise jurisdiction and control over City employees. Company represents that all of its
employees and subcontractors who perform Services under this Contract will be qualified and competent
to perform the Services set forth herein. The Director reserves the right to refuse to permit any employee
of Company from providing the Services set forth herein for any lawful reason, provided that if the conduct
of the employee is correctable, such employee will have first been notified of his or her objectionable
conduct and will have had the opportunity to correct it.
SECTION 18.
AMENDMENTS, CAPTIONS, AND INTERPRETATION
18.1 Except as otherwise provided in this Contract, the terms and provisions of this Contract
may not be modified or amended except upon the written consent of both the City and Company.
18.2 Captions and headings used in this Contract are for reference purposes only and will not
be deemed a part of this Contract.
18.3 In the event of any dispute over the meaning or application of any provision of this
Contract, this Contract will be interpreted fairly and reasonably, and neither more strongly for or against
any party, regardless of the actual drafter of this Contract.
SECTION 19.
GOVERNMENTAL POWERS AND IMMUNITIES
19.1 It is understood that byexecution of this Contract,the City does not waive or surrender any
of its governmental powers or immunities.
SECTION 20.
AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES
20.1 By executing this Contract, Company’s representative affirms that he or she is authorized
by Company to execute this Contract and that all representations made herein with regard to Company’s
identity, address, and legal status are true and correct.
20.2 This Contract may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. A signature received via
facsimile or electronically via email or other means (e.g., AdobeSign) will be as legally binding for all
purposes as an original signature.
Agreement between Hospitality Network, LLC and City 15 of 21
SECTION 21.
SEVERABILITY AND NO WAIVER
21.1 It is agreed that in the event any covenant, condition or provision herein contained is held
to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision
will in no way affect any other covenant, condition or provision does not materially prejudice either
Company or City in connection with the right and obligations contained in the valid covenants, conditions
or provisions of this Contract.
21.2 The failure of either party to insist upon the performance of any term or provision of this
Contract or to exercise any right granted hereunder will not constitute a waiver of that party’s right to insist
upon appropriate performance or to assert any such right on any future occasion.
SECTION 22.
FORCE MAJEURE
22.1 Timely performance by both parties is essential to this Contract. City and Company will
exercise their best efforts to meet their respective duties and obligations as set forth in this Contract, 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 government 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 States; 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. City acknowledges and agrees that initial notice may be limited
to the occurrence of the Force Majeure Event with subsequent follow-up with additional appropriate
information as events develop and additional information is received. The notice required by this section
may be addressed and delivered in accordance with this Contract or by electronic mail.
SECTION 23.
COMPLIANCE WITH LAWS
23.1 This Contract is subject to all applicable federal, state and local laws, ordinances,rules and
regulations, including, but not limited to, all provisions of the City’s Charter and ordinances, as amended.
23.2 If City notifies Company or any of its officers, agents, employees, contractors,
subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or
regulations, Company will immediately desist from and correct the violation.
SECTION 24.
NO BOYCOTT OF ISRAEL
24.1 If Company has fewer than 10 employees or this Contract is for less than $100,000, this
section does not apply. Company 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
Agreement between Hospitality Network, LLC and City 16 of 21
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” has
the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this
Contract, Company certifies that Compay’s signature provides written verification to the City that
Company: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Contract.
SECTION 25.
PROHIBITION ONBOYCOTTING ENERGY COMPANIES
25.1 Company acknowledges that, in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the Company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the Contract. The terms “boycott energy company” and
“company” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code
is applicable to this Contract, by signing this Contract, Company certifies that Company’s signature
provides written verification to the City that Company: (1) does not boycott energy companies; and (2) will
not boycott energy companies during the term of this Contract.
SECTION 26.
PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
26.1 Company acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the Contract
contains a written verification from the Company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the Contract against a firearm entity or firearm trade association. The terms
“discriminate,” “firearm entity” and “firearm trade association” have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To
the extent that Chapter 2274 of the Government Code is applicable to this Contract, by signing this Contract,
Company certifies that Company’s signature provides written verification to the City that Company: (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 Company.
SECTION 27.
ELECTRONIC SIGNATURES
27.1 This Contract 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 signature, or signatures electronically inserted via software such as
Adobe Sign.
SECTION 28.
SOLE AGREEMENT
Agreement between Hospitality Network, LLC and City 17 of 21
________________
28.1 This Contract, including any exhibits attached hereto and any documents incorporated herein,
contains the entire understanding and agreement between the City and Company, and any lawful assign and
successor of Company, as to the matters contained herein. Any prior or contemporaneous oral or written
agreement or other documents are hereby declared superseded, null and void.
IN WITNESS WHEREOF, the City and Company have caused this Contract to be executed on
the dates set forth below and effective as set forth herein.
City of Fort Worth:
Reginald Zeno
By:ReginaldZeno(Mar 17, 2022 11:46CDT)
Reginald Zeno
Interim Assistant CityManager
Hospitality Network, LLC,
a Delaware limited liability company
By:
Name: R. Perley McBride
Title ExecutiveVice President and
Chief Financial Officer
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
APPROVAL RECOMMENDED:
By:
Name:
Title:
ATTEST:
By:Jannette S. Goodall (Mar 17, 2022 15:38 CDT)
Name: Jannette Goodall
Title: City Secretary
By:
Name:Tyler F. Wallach
Title: Assistant City Attorney
CONTRACTAUTHORIZATION:
M&C:22-0060
Form 1295:2021-835193
Name:Cynthia Serrano
Title: Assistant Director, Public Events
APPROVED AS TO FORM AND LEGALITY:
By:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsiblefor the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
Michael E Crum (Mar 17, 2022 10:45 CDT)
Michael Crum
Director,PublicEvents
Agreement between Hospitality Network, LLC and City 18 of 21
EXHIBIT A
I.
Description of Services
A. Company must, at its sole cost and expense, provide voice, data, and Wi-Fi communication services
for all Clients and Exhibitors of the FWCC consistent with the standards and practices common to this
industry. The Services to be provided and corresponding rates to be charged will be mutually and reasonably
agreed to and revised from time to time by agreement of the City and Company.
1. Company must provide rental, activation and accounting of telephones as
requested by Clients and Exhibitors.
2. Company must provide full call accounting of international calling.
II.
Delivery of Services
A. Pre-Event Discovery
1. Company must conduct a pre-Event discovery prior to a scheduled Event. The pre-Event
discovery may include site visits, kick-off meetings, Event plans, project visualization, and
pre-site walkthroughs, and pre-Event meetings to review each Client’s and Exhibitor’s
needs concerning the Services.
B. Pre-Event Marketing
1. Company’s onsite Sales Account Executive must initiate contact with Event management
within a reasonable time prior to an Event’s scheduled move-in date.
2. Upon receipt of Client and Exhibitor lists from the Client and Exhibitor, Company’s
internal sales team shall initiate marketing and sales efforts to exhibitors and educate
exhibitors on all product and Service offerings, including, but not limited to, all data, Wi-
Fi, and voice support services.
3. Company must provide Event organizers marketing kits upon initial site visitation or upon
request to inform and educate the customer about services provided by Company.
C. Ordering and Production
1. Prior to the start of any individual Event, Company must perform the following:
i. Produce upon request completion and status reports for the Services, which shall
include, without limitation, number of orders received, proceed, paid, and the like.
ii. Review floor plans with the general service contractor to coordinate cable layout
with freight movement and carpet installation. The general services contractor is
typically the decorator or company that provides the scaled diagram of the floor
configuration of FWCC exhibit space for an Event.
iii. [Intentionally omitted].
iv. Check all materials and inventory levels and order any special cabling or
equipment.
Agreement between Hospitality Network, LLC and City 19 of 21
v. Circuits and installed services will be tagged with contact information for support
if needed.
D. Event (Pre, During, and Post)
1. Company must ensure that all equipment necessary to fulfill the Services set forth herein
for each Exhibitor and client is properly and timely installed, programmed, and tested,
including, but not limited to, drop lines in appropriate floor or column locations PBX
programming, cabling for small LANs and the like.
2. Company will be responsible for any and all set-up and tear down associated with the
Services to be provided for each Event, including, but not limited to, the removal of all
drop lines and cabling in floor or column locations,
3. For events with a larger order base, Company will maintain a service desk on an as-needed
and requested basis during the Event’s operating hours. Each service desk must be
equipped with remote access and staffed as-needed for on-demand information. For all
other events, a direct access phone line will be placed at the service desk for instant
assistance.
4. Company must conduct quality checks of FWCC floor plans, Event information, and
proper installation of all necessary equipment and infrastructure related to the Services to
be provided hereunder.
5. [Intentionally omitted].
6. Once an Event begins, Company’s representatives must actively visit the Client and
Exhibitors to ensure that all Services are satisfactory.
7. Company will electronically monitor all internet access during an Event.
8. Company will be responsible for coordinating with any carrier and internet service provider
for problem resolution of any internet access and any related network problems.
9. Company must assist Clients and Exhibitors with interface or configuration problems such
as IP addresses, DNS names and cable configurations for internet access up to the
demarcation point.
E. Billing, Invoicing, and Collection
1. Company is responsible for all billing, invoicing, and collection activities for any Services
to Clients and Exhibitors of the FWCC pursuant to the terms of this Contract. Billing shall
be 75% deposit with net-30 for balance owed; net-30 for all wire transfers and check
payments; full payment for all credit card transactions.
2. Company must ensure that all payments for the Services provided pursuant to this Contract
are received by Company from the Clients and Exhibitors prior to providing any such
Services.
F. Follow-up
Agreement between Hospitality Network, LLC and City 20 of 21
1. At the close of each Event, Company must conduct surveys to rate the customers overall
satisfaction with the Services provided, including, but not limited to, technology and
capabilities.
G. Ongoing Obligations of Company
1. Company is responsible for developing an order form for all of the Services to be provided
hereunder and issuing receipts to all Clients and Exhibitors for Services rendered. The
order form and any revisions thereto are subject to the prior approval of the Director.
2. Company must provide and maintain all routers and Ethernet switches and voice wiring
infrastructure sufficient to carry out the Services to be provided hereunder.
3. Company shall use commercially reasonable efforts to coordinate special access
arrangements from providers.
4. Company must clean up and maintain all meeting wall data and voice jacks and exhibit
hall wiring in the FWCC
5. Company will work closely with the Director in the performance of any Services and
related tasks reasonably required by the Director in order to fulfill the intent of this
Contract.
6. Company must dedicate a full-time sales representative and technician on-site at the FWCC
as well as adequate staff to ensure that the Services set forth herein are carried in to the
highest industry standards.
21 of 21
Agreement between Hospitality Network, LLC and City
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