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HomeMy WebLinkAbout065253 - General - Contract - Bradshaw Consulting Services, Inc.CSC No. 65253 FORT WORTH. VENDOR SERVICES AGREEMENT (Information Technology) This Vendor Services Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and Bradshaw Consulting Services, Inc. ("Vendor"). City and Vendor are each individually referred to herein as a "parry" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — MARVLIS Proposal; 3. Exhibit B — Network Access Agreement; and 4. Exhibit C — Signature Verification Form. All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide the City with, but not limited to, MARVLIS software subscription services and related services. Specifically, Vendor will perform all duties outlined and described in the MARVLIS Proposal, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. 2. Term. The City has selected Option 2, the five-year subscription commitment, as set forth in Exhibit A. The Initial Term shall constitute the first year of the five (5) year subscription term, beginning upon execution by the City's Assistant City Manager ("Effective Date") and ending on September 30, 2026 ("Initial Term"), unless terminated earlier in accordance with this Agreement. The Agreement may be renewed for four (4) additional one-year renewal terms ("Renewal Terms"), with each Renewal Term beginning on October 1 and ending on September 30 of the following year. The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. Compensation. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Pace I of 23 3.1. The City shall pay Vendor in accordance with the provisions of this Agreement including Exhibit "A," which is attached hereto and incorporated herein for all purposes. The City has selected option 2, the five (5) year subscription commitment, as set forth in Exhibit "A." Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand Dollars ($100,000.00). 3.2. Vendor shall not perform any additional services or bill for expenses incurred for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. 3.3. City shall pay Vendor in accordance with the Prompt Payment Act (Texas Government Code Chapter 2251) and provisions of this Agreement 3.4. If the City requires additional reasonable information, it will request the same promptly, in writing, after receiving the above information, and the Vendor must provide such additional reasonable information in writing, to the extent the same is available. Vendor must submit invoices to Supplierinvoices@fortworthtexas.gov and zz_IT_Finance_Purchasing@fortworthtexas.gov. Invoices must include the applicable City Department business unit number and complete City of Fort Worth Number (ex. FW004-0000001234). 3.5. The Vendor shall submit corrected/revised invoices within seven (7) calendar days after receiving written notice from the City for a corrected/revised invoice. 3.6. Unpaid invoices and/or appeals for service performed throughout the fiscal year (October 1 - September 30) must be resolved within thirty (30) days of the City's new fiscal year. Vendor shall provide its invoices for the last month of the City' s prior fiscal year (September 1-30) no later 10 days after the start of the City' s new fiscal year (i.e. no later than October 10.) No previous year invoices will be paid after October 30th of the current year. 4. Termination. 4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2. Breach. If either party commits a material breach of this Agreement, the non -breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving Vendor Services Agreement Page 2 of 23 written notice to the breaching party. 4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine-readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4. Unauthorized Access. Vendor shall store and maintain City Information in Vendor Services Agreement Page 3 of 23 a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Artificial Intelligence and Data Use. 6.1. Definitions. For purposes of this Agreement: 6.1.1. "City Data" means all data, content, records, information, and materials, in any form or format, provided or made accessible by the City or its employees, agents, licensees, or customers to Vendor or collected, created, generated, or derived by Vendor in the course of performing or providing the Services under this Agreement. 6.1.2. "Artificial Intelligence" or "AI" any machine -based system that, for any explicit or implicit objective, infers from the inputs the system receives how to generate outputs, including content, decisions, predictions, or recommendations, that can influence physical or virtual environments. 6.2. Use Restrictions. Vendor shall not: 6.2.1. use City Data to train, refine, test, or otherwise develop any Al system except in the context of providing the Services under this Agreement and for the exclusive use of the City; 6.2.2. commingle City Data with other data sets for the purpose of training or improving Al except in the context of providing the Services under this Agreement and for the exclusive use of the City; 6.2.3. deploy Al systems in providing the Services in a manner that results in Vendor or any third party obtaining any rights in City Data or derivative works thereof; or 6.2.4. input or upload City Data into any open generative Al tool or service, without the City's express prior written consent, which consent must clearly and unambiguously reference this Section 6 and state that the City intends to modify or waive the restrictions herein; neither a clickwrap agreement or terms nor generic or boilerplate provisions in Vendor's standard terms, linked terms, or other documents shall constitute valid consent for purposes of this provision. 6.3. Ownership and Rights. All right, title, and interest in and to City Data and any Al -generated or AI -enhanced content or outputs that incorporate or rely upon City Data Vendor Services Agreement Page 4 of 23 are and shall remain exclusively with the City. Vendor acquires no rights to use such data or outputs except to perform its obligations under this Agreement. The rights reserved by the City under this provision include, without limitation, all rights relating to the development, training, testing, deployment, commercialization, reproduction, modification, distribution, or derivative use of Al models, algorithms, datasets, data outputs, or any AI -generated or AI -enhanced content, particularly where such activities involve or are derived from City Data or the City's data, systems, infrastructure, or other proprietary resources. 6.4. Notice of Al Use. Vendor shall notify the City in writing before deploying in connection with the Services any Al system that is capable of processing, transforming, or influencing City Data or producing outputs relied on by the City. 6.5. Survival. This provision shall survive the expiration or termination of this Agreement and shall remain in full force and effect thereafter. 7. Right to Audit. 7.1. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 7.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 8. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint Vendor Services Agreement Page 5 of 23 enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 9. LIABILITY AND INDEMNIFICATION. 9.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 9.3. INTELLECTUAL PROPERTY INFRINGEMENT. 9.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 9.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued Vendor Services Agreement Page 6 of 23 use of the Deliverable(s) hereunder. 9.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 10. Assignment and Subcontracting. 10.1. Vendor shall not assignor subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants Vendor Services Agreement Page 7 of 23 consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 11. Insurance. 11.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 11.1.1. Commercial General Liability: 11.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 11.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 11.1.1.3. Defense costs shall be outside the limits of liability. 11.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 11.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 11.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 11.1.5. Technology Liability (Errors & Omissions) 11.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 11.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy Vendor Services Agreement Page 8 of 23 shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 11.1.5.3. Coverage shall include, but not be limited to, the following: 11.1.5.3.1. Failure to prevent unauthorized access; 11.1.5.3.2. Unauthorized disclosure of information; 11.1.5.3.3. Implantation of malicious code or computer virus; 11.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 11.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 11.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 11.1.5.3.7. Any other insurance as reasonably requested by City. 11.2. General Insurance Requirements: Vendor Services Agreement Page 9 of 23 11.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 11.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 11.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 11.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 11.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 12. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 13. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 14. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: TO CITY: I TO VENDOR: Vendor Services Agreement Page 10 of 23 City of Fort Worth Attn: Dianna Giordano, Assistant City Manager 100 Fort Worth Trail Fort Worth TX 76102 With Copy to the City Attorney at same address Bradshaw Consulting Services, Inc. Attn: Legal Department 2170 Woodside Executive Court Aiken, SC 29803 15. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 16. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 17. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 19. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively "Force Majeure Vendor Services Agreement Page 11 of 23 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 Parry provides notice of the Force Majeure Event, and an explanation as to how it hinders the parry's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 21. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 22. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 23. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 24. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 25. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each parry's original signature is not delivered. 26. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming services. 27. Milestone Acceptance. Vendor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be authorized unless the City accepts the deliverable in writing in the form Vendor Services Agreement Page 12 of 23 attached. The City's acceptance will not be unreasonably withheld. 28. Network Access. 28.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit `B" and incorporated herein for all purposes. 28.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 29. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 30. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and Vendor Services Agreement Page 13 of 23 make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 31. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 32. Reporting Requirements. 32.1. For purposes of this section, the words below shall have the following meaning: 32.1.1. Child shall mean a person under the age of 18 years of age. 32.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 32.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. 32.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer Vendor Services Agreement Page 14 of 23 for a fee. This shall include installation of software, hardware, and maintenance services. 32.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 33. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each parry is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 34. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. 20. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 35. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," Vendor Services Agreement Page 15 of 23 "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chap- ter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig- nature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 36. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signa- ture, or signatures electronically inserted via software such as Adobe Sign. 37. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 16 of 23 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:I City: Bradshaw Consulting Services, Inc. AWW64— By: Dianna Giordano (May 26, 2026 13:34:28 CDT) By: Name: Dianna Giordano Name: o Title: Assistant City Manager Title: s 1 t2c,,,� Date: 05/26/2026 Date: 5_- a p -d & CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality Candace 2a Giaq By: Candace Pagliara (May , 2026 13 21 41 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the per- son responsible for the monitoring and admin- istration of this contract, including ensuring all performance and reporting requirements. By: Dom —ink (May 22, 2026 10:47:02 CDT) Name: Dominic Casagrande Title: Sr. IT Solutions Manager City Secretary: oo�oaQ� FORT�YaO dtio -+o aaann�gp544gd By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 17 of 23 EXHIBIT A MARVLIS Proposal (Attached) Vendor Services Agreement Page 18 of 23 May 2, 2025 Robert Chan Fort Worth Fire Dept. 505 W Felix St, Fort Worth, TX 76115 Robert.Chan@fortworthtexas.gov Robert, Thank you for the opportunity to provide this proposal for Fort Worth Fire Department. MARVLIS has helped agencies across the country improve operational readiness, reduce response times, and optimize the deployment of EMS and fire resources. By leveraging real-time and predictive data, MARVLIS empowers agencies to make better -informed decisions that ultimately lead to safer operations, fewer miles driven under emergency conditions, and reduced operational costs. We are pleased to highlight that, because of our previous relationship with MedStar, Fort Worth Fire is in a unique position to significantly reduce implementation costs. Since you already own a fully licensed MARVLIS Server, 54 licenses for MARVLIS Deployment Monitor, and licenses for Deployment Planner, Demand Monitor, and Mobile Clients through MedStar, your investment in expanding the system is greatly minimized. Based on current usage expectations, Fort Worth Fire would need to purchase: • MARVLIS with 4 Deployment Planner Seat Licenses • 106 additional licenses for Deployment Monitor and Demand Monitor • 6 additional licenses for Deployment Planner • TomTom Map Data with Live Traffic for 160 vehicles This ability to reuse existing infrastructure lowers your implementation costs by approximately $90,000 compared to a full standalone system purchase. 1st year of maintenance is included in the cost proposal below As always, we remain committed to helping you configure MARVLIS to support your specific operational goals —whether that's improving unit availability, reducing red lights and sirens mileage, or better understanding demand patterns throughout the city. Our solutions are designed to scale as your needs evolve and are supported by a team experienced in working with agencies of all sizes. In addition to the pricing breakdown below, we've included a summary of each MARVLIS component referenced in the proposal to provide clarity about the system's capabilities. The proposal also includes annual support and maintenance for continued access to updates and responsive technical support. Bradshaw Consulting Services, Inc. • 2170 Woodside Executive Ct., Aiken, SC 29803 • TEL 803.641.0960 • FAX 803.641.1919 Should you wish to explore financing alternatives, we can offer subscription -based pricing to accommodate operating budgets in place of capital expenditures. Our goal is to ensure that Fort Worth Fire can deploy the tools it needs without unnecessary financial barriers. We encourage you to speak with other MARVLIS customers who have experienced measurable improvements in response times, cost savings, and safety outcomes. References are available upon request. Please let me know if you have any questions or would like to explore configuration options further. We appreciate the opportunity to partner with Fort Worth Fire in delivering smarter, data -driven emergency response solutions. Thank you for considering BCS as your partner in innovation. Sincerely, Matt Williams Bradshaw Consulting Services, Inc. mwilliamsgbcs-gis. com 813-230-4065 Bradshaw Consulting Services, Inc. • 2170 Woodside Executive Ct., Aiken, SC 29803 • TEL 803.641.0960 • FAX 803.641.1919 Proposal Summary # of Vehicles 106 # of Deployment Monitor Seats 4 Option Upfront Software and Professional Services Software License Deployment Monitor Deployment Planner Demand Monitor TomTom Map Data TomTom Live Traffic Data Software Professional Services Installation and Configuration CAD Integration Project Management **1ST YEAR SUPPORT INCLUDED 2nd Year Support MARVLIS Suite TomTom Street Data TomTom Live Traffic SUBTOTAL LICENSE SUBTOTAL SERVICES SUBTOTAL 2ND YEAR SUPPORT $44,600.00 $3,100.00 $42,950.00 $14,400.00 $14,400.00 $119,450.00 $7,200.00 $10,000.00 $5,000.00 $22,200.00 $45,400.00 $14,400.00 $14,400.00 $74,200.00 Option Subscription Annual Commitment Term Cost 3 Year $111,298.43 4 Year $101,716.45 5 Year $96,405.34 Bradshaw Consulting Services, Inc. • 2170 Woodside Executive Ct., Aiken, SC 29803 • TEL 803.641.0960 • FAX 803.641.1919 Deliverable Components and Options Demand Monitor and Deployment Monitor These components are functionally grouped. The Demand Monitor evaluates your historic CAD data as an automated routine to provide real-time analysis that visually forecasts expected demand hotspots. Statistics in the hotspot accuracy report can be used to improve the predictive capabilities of these forecast queries. The denoted areas identify the relative probability for calls based on time -of -day, day -of -week, season -of -the -year. This demand forecast is most useful in conjunction with the Deployment Monitor to combine the forecasts with active AVL coordinates, CAD incident information, traffic impedance calculations, and vehicle status into a single interface to provide a unique overview of the current system status operations. It is through this interface that dispatchers or status controllers can efficiently manage resources and ensure that anticipated demand is optimally covered to meet your specific performance objectives. (Required functionality in this proposal to enhance real-time decision -making.) Deployment Planner Analyzes historic demand, post locations, and geographic coverage requirements to build an accurate and efficient System Status Management (SSM) plan at all possible resource levels in order to better manage the deployment of vehicles by matching response times with the service goals of the community. This is also a foundation for automating the reassignment of vehicles in Deployment Monitor to more effectively match system objectives of demand and geographic coverage dynamically. (Recommended functionality in this proposal to plan station assignments and automate dynamic move -up recommendations.) Bradshaw Consulting Services, Inc. • 2170 Woodside Executive Ct., Aiken, SC 29803 • TEL 803.641.0960 • FAX 803.641.1919 EXHIBIT B Network Access Agreement This Network Access Agreement ("Access Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and Bradshaw Consulting Services, Inc. ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's Network in order to provide services as described in the Vendor Services Agreement. In order to provide the necessary support, Vendor needs access to various City systems as it pertains to the services agreed upon in the afore- mentioned Agreement. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing provided services as described in the Vendor Services Agreement. Such access is granted subject to the terms and conditions forth in this Access Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorpo- rated by reference and made a part of this Access Agreement for all purposes herein and are avail- able upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pur- suant to a separate contract, then, this Access Agreement will expire at the completion of the con- tracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Access Agreement ("Ex- piration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Agreement") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") X Services are being provided in accordance with the Vendor Services Agreement to which this Access Agreement is attached. ("Agreement") ❑ Services are being provided without a City Secretary Contract at no cost to the City ❑ No services are being provided pursuant to this Access Agreement 4. Renewal. This Access Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Access Agreement may be renewed an- nually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor Services Agreement Page 19 of 23 Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representa- tives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Access Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Access Agreement and any other written instruc- tions or guidelines that the City provides to Vendor pursuant to this Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, termi- nate the Access Agreement, and pursue any other remedies that the City may have under this Ac- cess Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accord- ance with accepted security practices to protect the Network credentials and access methods pro- vided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immedi- ately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City - provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAM- AGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, IN- CLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR IN- TENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S Vendor Services Agreement Page 20 of 23 OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confiden- tial and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Vendor agrees that the City shall, during the initial term, any re- newal terms, and until the expiration of three (3) years after termination or expiration of this con- tract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Access Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at rea- sonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Access Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Access Agreement and any other documents incorporated herein by reference consti- tute the entire understanding and Access Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments.The terms of this Access Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Access Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. Vendor Services Agreement Page 21 of 23 14. Severability. If any provision of this Access Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Access Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordi- nance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Access Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Access Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Access Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this Access Agreement and to execute this Access Agreement on behalf of the respective parry, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other parry is fully entitled to rely on this war- ranty and representation in entering into this Access Agreement. Vendor Services Agreement Page 22 of 23 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Bradshaw Consulting Services, Inc. Attn: Legal Department 2170 Woodside Executive Court Aiken, SC 29803 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Vendor. Name: 0Al ZPA-p-6 kA,,d Position: Sig ure 2. Name: Position: Signature 3. Name: Position: Signature Name: Sign re o esident / CEO Other Title: Date: S aD-.fib Vendor Services Agreement Page 23 of 23 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Bradshaw Consulting Services, Inc. Subject of the Agreement: New Vendor Services Agreement with Bradshaw Consulting Services, Inc. M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: September 30, 2026 If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.