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HomeMy WebLinkAboutContract 63155CSC No. 63155 FORT WORTH.. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation acting by and through its duly authorized Assistant City Manager, and Fotokite US, LLC ("Vendor"), an Idaho corporation acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents includes the following documents, which shall be construed in the order of precedence as they are listed: 1. This Exempt Vendor Service Agreement; 2. Exhibit A— Scope of Services; 3. Exhibit 13Payment Schedule; 4. Exhibit C— Verification of Signature Authority Form 5. Exhibit D— Exemption Procurement Justification 1. Scone of Services. Vendor will provide the City with Diagnosis and repair and software update of services on Tethered Drone ("Services"), which are set forth in more detail in Exhibit "A"— Scope of Services, attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for one (1) year, beginning on the date signed by the Assistant Director ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year additional renewal options (each a "Renewal Term"). 3. Comuensation. 3.1 Total compensation under this Agreement will not exceed ten thousand dollars and zero cents ($10,000.00) for any single term. 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit 111311- Payment Schedule, which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 1 of 21 4.1. Written Notice. 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 Non-Apnronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Puties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after Vendor Services Agreement Page 2 of 21 final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, 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 ANYRESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTYRIGHT ARISING FROM CITY'S USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, Vendor Services Agreement Page 3 of 21 SETTLE OR PAY WILL NOT APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION 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 CITY, SUBSEQUENT TO WHICH TERMINATION CITY MA Y SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract, If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties Vendor Services Agreement Page 4 of 21 and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable ❑X N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term Vendor Services Agreement Page 5 of 21 City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY. City of Fort Worth Attn: Assistant City Manager To VENDOR: Fotokite US, LLC 3125 Sterling Circle Suite 107 Vendor Services Agreement Page 6 of 21 100 Fort Worth Trail Boulder CO 80301 Fort Worth, TX 76102 contact@fotokite.com With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. Vendor Services Agreement Page 7 of 21 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry will not be employed in the interpretation of this Agreement, Exhibit A, and Exhibit B. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A and B, 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. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of Vendor Services Agreement Page 8 of 21 City. 28. mature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Comnanv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on Bovcotting Energv 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination 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 Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Sienatures. 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 Vendor Services Agreement Page 9 of 21 original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) (remainder ofpage intentionally left blank) Vendor Services Agreement Page 10 of 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: I � By: T) Name: William Johnson Title: Assistant City Manager Date: VENDOR: Fotokite US, LLC By: &-an L?a Name: Evan Panfil Title: Regional Sales Manager Date: 4/23/2025 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: James Davis (Apr 23, 2025 15:08 CDT) performance and reporting requirements. Name: James E. Davis Title: Fire Chief Attest: foRrr 44 * _�o�o V. ep 0' 8"&Kda' By: Brenda Ray (Apr 23, 2025 14:59 CDT) p„o p0o =; Name: Brenda Ray °°o °� o�' dam° °a���z aga4 Title: Fire Purchasing Manager By: Name: Jannette Goodall Approved as to Form and Legality: Title: City Secretary Contract Authorization: By: M&C: N/A Name: Taylor Paris Date M&C Approved: Title: Senior Assistant City Attorney Form 1295: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 21 EXHIBIT A SPECIFICATIONS: Fotokite USA LLC will provide the following services under this agreement for the maintenance and support of the tethered drone system: Repair Services — Diagnosis and repair of hardware issues related to the tethered drone system, including replacement of faulty components as necessary. Software Updates — Provision and installation of firmware and software updates to ensure optimal performance, security, and compliance with the latest operational standards. Technical Support — Ongoing technical assistance related to drone operation, troubleshooting, and system maintenance. Return Shipping (if applicable) — Coordination of return shipping logistics for repair services, if on -site repairs are not feasible. Vendor Services Agreement Page 12 of 21 EXHIBIT B PAYMENT SCHEDULE ■ F071DK I TE Fotokite US LLC 3125 Sterling Cirde Suite 107 Boulder CIO 803C 1 United States Fort Worth Fire Department Quotation # 5D-001258 Quotation Dat(r.. Esliratbri: Salesperson: 02)14J2025 02f16/2025 E-rr' PanfiI DESCRIPTION QUANTITY UMIT PRICE I TAXES I AMOUNT [50159-001] Sigram2 Camera UpgradeAmembly�JS)- For Production Upgrades 110 Units 4.72.J; $ 4.725.00 5igcam2 Camera Upgrade Assembly (US) - For Prodwction Upgrades Payment terms: Net 30 Days Bank: Wellg Fargo Ban I; N.A.448Montgomery Street San Francisco'CA $416d Account Holder: FLndThrough USA Inc. AEcount Number. 292ODDOOM0573999 Routing Number: 121000248 cvntad&otakite.com - kK0-J/fMx ut xwrj - VAT:82-4644196 Page: 1 1 1 Vendor Services Agreement Page 13 of 21 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Fotokite US, LLC 3125 Sterling Circle Suite 107 Boulder CO 80301 contact@fotokite.com Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind 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 Vendor. 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. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Evan Panfil Position: Regional Sales Manager Signature: Evan 01a 2. Name: Position: Signature Name: Signature of President Other Title: Date: Vendor Services Agreement Page 14 of 21 EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION Vendor Services Agreement Page 15 of 21 FO RT WORTIt CITY OF FORT WORTH CHAPTER 252 EXEIIPIION FORM Instructions: Fill out the entire farm with detailed information. Once you have completed thus form, provide it to the Purchasing attorneys for review. The attorneys will relaew the information you have pro;tided to determine whether an exemption to Chapter 252's bidding requirements is defensible. Failure to provide sufficientinformation may result in follow up questions and cause a delay in the attorney's determination- 5 ectio n 1: General Information Requesting Department: Name of C ontract Manager: Departmental Attorney: Item or Sen-ice sought: Goods: Service. Anticipated Amount: Vendor: Current+Prior Agreement for itemiseavicc CSC: of Purchase order #_ Amount: Projected M&C Date: FIRE James Horton Taylor Paris Tethered Drone Repair and Software Update 10-DDO Fatokite US, LLC Yes ❑ No NIA NIA NIA Haw will this item air service & used? The Fart Worth Fire Deparmtne uses a Fotokite tethered drone system as part of their Incident Command vehicle and emergency response. The tethered drone is an add -sin that was configured with the command vehicle when it was Purchased. The drone, camera. tether and base station are all manufactured by Fotolrite and work as a system. Recently the tethered drone system became non-0perational and was sent hack to the manttfieturer for repairs and system updates Has your department started a requisition or otherwise contacted the Purchasing Dkisiou related to obtaining this good/&ervice7 Yes 0 No Page 1 of 6 Vendor Services Agreement Page 16 of 21 If yes, please provide requisition number or brief explanation of contact xvirh Purchasing Division- [DETAILED DESCRIPTION] Section 2: Claimed Esemntion aad Justification f 0th,�r than sole sourc+l MOTE; For sole -source exemption requests, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide inf4rxraationto sup pork its applicability. Please refcr to the Exempti-ora Pri=.Cr (starting an page 5) for detailed infarmation about common exemptions: Z A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth I s residents; C] A procurement necessary because of unforeseen damage to public machinery, equipment, or other property, ❑ A procurement for personal- professional, or planning services; ❑ A procurr mt for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land: ar a right -of --way, ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to he paid by ot thmugh special assessments levied on property that will benefit from the improvements; ❑ A public improvement project already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters-, ❑ A payment under a contract by which a developer participates in the consttuetion of a public improvement as pm-nded by Subchapter C_ Chapter 212; ❑ Personal property sold: a at an auction by a state licensed auctioneer ■ at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Cade; • by a political subdivision of this state, a state agency of this state, w an entity of the federal government; ar ■ under an interlocal contract for cooperative purchasing administered by a regiatral planning cornmisswn established under Chapter 391: Page 2of6 Vendor Services Agreement Page 17 of 21 ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the runwipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase, You may also attach d"nmentatiora to this forth. The tethered drone is a vital pi ere of equipment to protect the health and safety of our residents. It is used at emergency incidents to have a better and less obstructed view of an incident scene. This is especially important when trying to control large fires, such asthose that occur and apartment complexes and large commercial buildings. The drone provides an overall view of the scene and has thermal cameras to pinpoint hot spots so that the fire can be trough under control quicker and not spread to adjacent properties. The drone is also used to search large areas quickly such as reported drownings at lakes or missing persons. Finally, the drone providesvisual observation of areas that are not able to he reached by vehicles or persons such as dead end streets, large wildland areas and on tap of buildings. Fixing and maintaining this piece of equipment is essential to emergency operations -at large incidents. Section 3: Claimed Sole -Source Exemption and Justification NOTE: For all non -sole -source exemption requests, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability_ Please refer to the Exemption Primer (starting on page 5) for detailed information about Gammon exemptions_ ❑ items that are available Gam only one source because of patents, copyrights, secret processes, or natural monopolies; Q Mms, manuscripts, or books; ❑ ,gas, water, and other utility services; ❑ captive replacement puts or components for equipment; ❑ books, papers, and ather library materials for a public library that are % ailable only from the persons holding exclusive distribution rights to the materials; and ❑ managemeat services provided by a nonprofit �srganizanon to a municipal museum, park, zoo. or ether facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? fEXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH_ CC1 GWUNICATICNS. I)DCU11 =AT1CN11 Page 3 of fi Vendor Services Agreement Page 18 of 21 Attach screenshots and provide an explanation of any independent research you conduckd. through Internet searches, searelung cooperatives, or discussions with -others knowledgeable on the subject matter that rorToborate chat the item is available only from a single source_ FSHOW YOUR RESE.ARCHIWORK THAT LEAD TO YOUR CONCLUSION] Did you attach a sole source justification letter? ❑ Yes ❑ No Describe the uniqueness of the item or service (e-g- compatibility or patent issues, etc -)- [DESCRIBE THE UNIQL'NESS OF THE TTEWSERVICE THAT QUALEMS IT AS A SOLE S O- RC:E] Section 4: AttaFnev Determination With the facts provided by the department, is the use of the claimed exemption de Sensible if the City were to be challenged on this purchase? ®Yes i,_ NG- Was there anything attached to this form that was relied on in making this determination? ❑Yes ONO - If yes, please explain_[DESCRIDE ATTACHMENTS CONSIDERED] Was there an-y-11mig not included on this form or attached hereto that w2s relied on m making this detemmination? ❑Yes (FINa- Ifyes, please explain:[EXPLALN OUTSIDE SOURCE OF INFORN�TIONJ Appro-ved S� .4mer� Date: 447125 Amarna Muhammad 1 Iesmka Williams Assistant City Attorney Rage 4 of 6 Vendor Services Agreement Page 19 of 21 EXEMPTION FORM PRIMER Below are explanations and rxarnples Of common exemptions that could apply to City purchases. If you have questions about the information pro-nded or need additional information, please contact your depailment's assigned attorney or the appropriate purchasing attorney_ PUBLIC: HEALTH & SAFETY - A procurement necessary t-o preserve or protect the public }wealth or safety of the municipality's residents; Examples of activities that have been found to fall within this exception include ambulance services-, solid waste collection and disposal; and first -responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests fnr police officers. UN FORESEEN' D ANIAGES - A procuuement necessary because of unforeseen damage to public machincry, equipment or other property; Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado_ But parts and services for routine maintenance or replacement of old, worn out roofs or windows would not meet this exception. PERSON AL„ PROFESSIONAL, OR PLAXNP G SERVI[:ES Personal services are ones that u-e unique to the indi.%YduaI providing them. Therefore. personal services contract cannot generally be gubcontracted or assigned. Professional sen-ices are not defined iuider Chapter 252, so there is no precise definition to follow_ WIile there is no universal definnitmn of this term, 21several cases suggest that [these types of services are] `predominately mental or intellectual: rather than physical or manual. ° Tex_ Atty Gen Dp_ ]M-940 (1988) (grrofing Maryland Casuaf4 Co_ v. Cray 1Wa14r CO., 1154 S.W. 2d 102 (Tex. Civ. Asp. —Eastland 1942, no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the senices of lawyers, physicians; or theologians; but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. rd. Facts umded to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skillrequired * the person while perfuruning the service. Purchases of goods are not professional services_ SOLE SOURCE — A procurement for items available only £ram one source This exemption is commonly referred to as the sole soiree exemption. The fact that the vendor in question has the best price or can meet our timing needs does not make apluchase of agood or service available from -only erne source. A sole source dopes not exist solely on the basis of personal Err departmental preference or a desire to keep all units the same brand or make_ The information needed to support this exemption is documentation show mg that Page 5 of 6 Vendor Services Agreement Page 20 of 21 no other provider can prDvide the service of category of good ercrpt for the vendor you are proposing. Some examples of sole source purchases include (i) service agreements when only one vendor is autharized m work on the equipment by the manufactwer and allowing another vendor would void the warranty and (n) purchase of a good that is eap}-righted or tra.demarlced and only provided by one s endar_ Page 6 of 6 Vendor Services Agreement Page 21 of 21