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HomeMy WebLinkAbout065445 - General - Contract - Constant TechnologiesCSC No. 65445 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 Constant Technologies, 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: OFFICIAL RECORD 1. This Vendor Services Agreement; CITY SECRETARY 2. Exhibit A— Constant Technologies Statement Of Work; FT. WORTH, TX 3. Exhibit B — Constant Technologies Quote No. 17715; 4. Exhibit C — Network Access Agreement; and 5. Exhibit D — 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, Audio -Visual (A/V) equipment and related services. Specifically, Vendor will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." The Vendor hereby guarantees that the Services provided herein will meet the City's stated requirements and perform in accordance with the representations made in the Vendor's proposal. Any modifications necessary to achieve such performance shall be completed at no additional cost to the City unless the City expressly requests a significant change in scope. 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. This Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than two -years from execution date ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed, at the City's option, for up to four (4) additional one-year terms, each a "Renewal Term". The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. Vendor Services Agreement Pace I of 24 Compensation. 3.1. The City shall pay Vendor in accordance with the provisions of this Agreement including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under the Initial Term of this Agreement will not exceed Two million three hundred twenty-nine thousand five hundred fifty-three dollars and fourteen cents ($2,329,553.14). This Agreement may be renewed for four (4) additional one-year renewal options (each, a "Renewal Term"), each of which shall be at an annual amount not to exceed One Hundred Thousand Dollars ($ 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. Following acceptance of the Services by the City, Vendor must provide the City with a signed, readable invoice no later than 15 days after the end of the prior month summarizing (i) the Service(s) that have been completed during the prior month; (ii) purchase order number, and (iii) requesting payment. 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(d),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 Purchase Order 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. Vendor Services Agreement Page 2 of 24 4.2. Breach. If either party commits a material breach of this Agreement, the non -breaching Parry 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 parry, 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 parry may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching parry. 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 Vendor Services Agreement Page 3 of 24 State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. 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 AI 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 Vendor Services Agreement Page 4 of 24 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 AI -generated or AI -enhanced content or outputs that incorporate or rely upon City Data 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 Vendor Services Agreement Page 5 of 24 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 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 Vendor Services Agreement Page 6 of 24 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 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 Defiverable(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 Vendor Services Agreement Page 7 of 24 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 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) Vendor Services Agreement Page 8 of 24 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 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 Vendor Services Agreement Page 9 of 24 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: 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. Vendor Services Agreement Page 10 of 24 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 party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO CITY: 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 TO VENDOR: Constant Technologies, Inc. Attn: Legal Department 125 Steamboat Avenue North Kingstown, RI 02852 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 Vendor Services Agreement Page 11 of 24 delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 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 party'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. Vendor Services Agreement Page 12 of 24 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 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 "D" 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. Vendor Services Agreement Page 13 of 24 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 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. Vendor Services Agreement Page 14 of 24 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 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 party 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. Vendor Services Agreement Page 15 of 24 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," "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. Entire y 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 24 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: AUMIA— By: Dianna Giordano (Jun 26, 2026 14:13:54 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 06/26/2026 Constant Technologies, Inc. By: _Z&M'a d_ /L&� Name: Thomas Rivera Title: Account Manager Date: 04/24/2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Y Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Candace Pagliara (Jun 18, 2026 :15:17 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 26-0408 Approval Date: 06/09/2026 Form 1295: 2026-1444705 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: Name Title: ,& Jeff Park Sr. IT Solutions Manager City Secretary: By: Name: Title: A _& oq*oaLn 14irF" ..*-0P via P?go�o vp�d o 2 0,*% °*o ToaaQX� , d bnauvoo Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 17 of 24 //� / //� / //� / � � . . //. . \\\ `��( ( --- --- � � � / � / §/ § \ . ; ] [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: AO W64— By: Dianna Giordano (Jun 26, 2026 14:13:54 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 06/26/2026 Constant Technologies, Inc. By: _Z&M'a d_ /L&� Name: Thomas Rivera Title: Account Manager Date: 04/24/2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: B : /- Y Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By. Candace Pagliara (Jun 18. 2026 :15:17 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 26-0408 Approval Date: 06/09/2026 Form 1295: 2026-1444705 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:P Name: Jeff Park Title: Sr. IT Solutions Manager City Secretary: By: Name: Jannette S. Goodall Title: City Secretary Vendor Services Agreement Page 17 of 24 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Constant Technologies, Inc. Attn: Legal Department 125 Steamboat Avenue North Kingstown, RI 02852 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Vendor. 1. Name: Thomas Sheeran Position: EVP, Account Management Signature 2. Name: Thomas Rivera Position: Account Manager Signature 3. Name: Jonathan Hammett Position: CFO Signature Name: Brad Righi Signature of President / CEO Other Title: Date: 04/24/2026 Vendor Services Agreement Pare 24 of 24 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Te,a_- FoRTWORTii REFERENCE **M&C 26- 04NEW AGREEMENT FOR AV - DATE: 6/9/2026 NO.: 0408 LOG NAME: PD RTCC CONSTRUCTION PROJECT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Execution of an Agreement with Constant Technologies in an Amount Up to $2,329,553.14 for Purchase of Audio -Visual Equipment and Related Services for an Initial Two -Year Term with Four One -Year Renewal Options in an Annual Amount Up to $100,000.00, for the Property Management and Information Technology Solutions Departments RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with Constant Technologies in an amount up to $2,329,553.14 for the purchase of audio-visual equipment and related services for an initial two-year term with four one-year renewal options in an annual amount up to $100,000.00, for the Property Management and Information Technology Solutions Departments. DISCUSSION: This Mayor and Council Communication (M&C) is to request authorization for the execution of an agreement with Constant Technologies in an amount up to $2,329,553.14 for the purchase of audio- visual (A/V) equipment, and related services to support the outfitting of a new City facility. The agreement will include an initial two-year term to allow for implementation and integration of the new A/V equipment, with four one-year renewal options for continued maintenance and support services, with annual maintenance expected to be approximately $82,879.75 per renewal term. The Property Management Department (PMD) is coordinating the renovation of the Real -Time Crime Center (RTCC) facility which involves complex A/V requirements including large-scale video wall displays; high-performance workstations; and fully outfitted video conferencing rooms. Due to the specialized nature and scale of the required A/V environment, PMD evaluated available vendor solutions with the project design consultant to identify a vendor capable of delivering both hardware and technical integration necessary to ensure seamless operation. Constant Technologies offers a fully integrated solution that includes the purchase of all required A/V equipment along with system design, installation, and integration services within a single contract. This consolidated approach minimizes compatibility risks, ensures that all components function together as a cohesive system, and streamlines project delivery. This unified approach ensures compatibility, reduces implementation risk, and supports an efficient project timeline. A Chapter 252 exemption request related to this purchase was reviewed and approved by the City Attorney's Office. Funding is available in FY25 PD Expansion of RTCC Fac project within the CCPD Capital Projects Fund. AGREEMENT TERMS: Upon City Council's approval, this agreement will be executed upon signature by the Assistant City Manager and expire two (2) years from that date, with four (4) one-year renewal options. RENEWAL OPTIONS: The agreement may be renewed for four (4) additional one-year periods at an annual amount up to $100,000.00. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. This will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATIONXERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the CCPD Capital Projects Fund for the FY25 PD Expansion of RTCC Fac project to support the approval of the above recommendation and execution of the new Agreement. Prior to any expenditure being incurred, the Information Technology Services Department has the responsibility to validate the availability of funds. Fund Department Account Project Program Activity Budget I Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account I Project Program I Activity Budget I Reference # Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Dianna Giordano (7783) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Donlen Ruffin (2017) ATTACHMENTS FID Table - Constant Technologies.xlsx (CFW Internal) Form 1295 Certificate 101518821.pdf (CFW Internal) Funds Availabilitypdf (CFW Internal) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Constant Technologies, Inc. Subject of the Agreement: Vendor Services Agreement with Constant Technologies, Inc. for the purchase of audio visual equipment and services to support the Police Department's Real Time Crime Center M&C Approved by the Council? * Yes 8 No ❑ 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. Exhibit A (pages 18 - 84) Effective Date: If different from the approval date. Expiration Date: 2 years after execution If applicable. Is a 1295 Form required? * Yes 8 No ❑ *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.