HomeMy WebLinkAboutContract 63762CSC No. 63762
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 ALL MOBILE VIDEO, INC. ("Vendor"), a New
York Corporation company, 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 Sole Source Agreement documents shall include the following:
1.This Vendor Services Agreement;
2. Exhibit A -Scope of Services;
3.Exhibit B -Price Schedule; and
4.Exhibit C -Sole Source Letter
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C, and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1.Scope of Services. Vendor will provide streaming services for mobile video broadcast
devices ("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(s), beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("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 one-year renewal option( s) ( each a "Renewal
Term").
3.Compensation.
3.1 Total compensation under this Agreement will not exceed fifteen thousand
dollars and zero cents ($15,000.00).
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 "B"
("Payment Schedule"), which is attached hereto and incorporated herein for all purposes.
3 .3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable far any additional expenses of Vendor not specified
by this Agreement unless City first appraves such expenses in writing.
4. Termination.
41. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at Ieast 30 days' written notice of termination.
4.2 Non-Apprapriatiar� of Fvnds. 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 ar 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 Duties and �bli ations af 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 Vendar 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 ar poteniial 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 infarmation to a third party without the prior written
approval of City.
53 P�blic Infarmatian 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 ta 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 helieved 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. Ri�bt to Audit. Vendor agrees that City will, until the expiration of three (3) years after
fnal 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. In[�eqendent Co�tractar. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's
officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing
herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City will in no way be cansidered a co-employer or a joint employer of Vendor or
any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any
officers, agents, servants, employees, contractars, 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 In[iemni�cation.
8.1 LIABILITY - VENDOR WI�L BE LIABLE AND RESPdNSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY �AMAGE, AND PERSONAL INJURY,
INCL UDING, B UT NOT LIMITED TO, DEATH, TD ANY AND ALL PERSONS, OF ANY
gIND OR CHARACTER, WHETHER REAL OR ASSERTED, TD THE EXTENT CAITSED
BY THE NEGLIGENT ACT(S) OR OM.IS.SI'�1V�5J, MALFEASANCE, OR INTENTI�NAL
MISCONDUCT OF VENDOR, ITS OFFICERS, RE'PRESEIVTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDENfNZF1�CATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOL� I�ARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, A�VD EMPLOYEES, FROMAND AGAINST
ANY AND ALL CLAIMS OR LAWSUIT.S OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BiiT NOT LIMITED TD, DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CA iISED BY THE NEGLIGENT ACTS OR Q1blISS.I4NS, MALFEASANCE,
OR IIVTENTIDNAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
�EPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS
8.3 INTELLECTUAL PROPERTF .lNDE1V11VIFIC,4 TIDN - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITY FOR INFRINGEIVIENT OFANYPATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTYRIGHT ARI.SING FROM CITY'S USE
OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,
IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY
WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDiICT �'HE DEFENSE OFANYSUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANYSUCH CLAIM; HOWEVER, CITY WILL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARYTO PROTECT CITY'S INTERESTS, AND
CITYAGREES TO COOPERATE WITH VENDOR �N DOING SO. IN THE EVENT CITY,
FOR WHATEVER REASON, ASSUMES TXE RESP�NSI�ILITY FOR PAYMENT OF
COSTS AND EXPENSES FOR ANY CLAIM OR ACTIDN BRO UGHT AGAINST CITY FOR
IIVFRIIVGE11�E1V�' ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE
RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIDN AND ALL
NEGOTIATIONS FOR ITS SETTLENfENT OR COMPROMISE AND TO SETTLE OR
COMPROMISE ANY SUCH CLAIM; HOWEVER, YENDOR 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 A�L 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 �IELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MATERIALLYADVERSELY RESTRICTED, VENDOR
WILL, AT ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TD CONTINUE TO
USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE
AND/OR DOCUMENTATION TO MAKE IT NON-INFRIIVGIIVG, PROVIDED THAT SUCH
M�DIFIGATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'SAUTH�RIZED IISE OF TI�E SOFTWARE AND/OR DOCUMENTATION; OR (C)
REPLACE THE SOFTWARE AND DOCUMENTA�70N WITHEQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQIIIYALENT 1V�N-INFRI.IVGIIVG SOFTWARE
AND DOCUMENTATIONAT NO ADDI7'1"�IVAL CHARGE TO CITY; OR (D) IF NONE OF
THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR,
TERMINATE THIS AGREEMENT AND REFITND ALL AMDUNTS PAID TO VENDOR BY
CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL
REMEDIESAVAILABLE TO CITY UNDER LAW.
9. Assignment and 5ub�nntraetin�.
9.1 Assi�ent. 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 assigmment, the assignee will execute a written agreement with CiTy and Vendor under which
the assignee agrees to be bound by the duties and abligations 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 cansent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Co�era�e and Limits
(a) Commercial Generai 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 caurse of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired, and non-owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accidentloccurrence
$100,000 - Badily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): �❑� Applicable � N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability caverage 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 GeneralI�e uiremer�ts
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers with respect
to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery} in favar of City.
(c) A minimum af thirly (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. At least ten (10) days' notice will be
acceptable in the event of cancellation due to non-payment of premium. Notice
must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth, Texas 761 d2, with copies to the Fort Worth City Attorney at the address
below.
(d) The insurers far 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 fnancial
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 nat constitute a waiver of the insurance requirement.
( fl 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. Cnm liance wit� Laws Drdi�ances RvEes and Re UIRtAO[IS. 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, ardinances, 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
ARTSES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIlVIINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDENINIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when {1) hand-delivered to the other party, its agents,
employees, servants or representatives, or (2} delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party hy United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth Richard Duke, Vice President
Attn: Assistant City Manager All Mobil Video, Inc.
100 Fort Worth Trail (formerly Energy Way) 221 West 26`i' Street
Fort Worth, TX 76102 New York, NY 10001
Facsimile: (817) 392-8654
212-727-1234
With a copy to Fort Worth City Attorney's Office
at same address
14. Salicitatinn of Ernp�oyees. 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 contractar, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either pariy who responds to a general solicitation
or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that, by execution of this Agreement,
City does not waive or surrender any of its gavernmental powers or immunities.
16. No Wai�ver. The failure of City ar 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. G��vQrnin� Law 1 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. Severabil�. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enfarceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Ma'eure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any law, ordinance, or regulation; acts of God; acts of the public enemy; fires;
strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction;
orders of government; material or labor restrictions by any governmental authority; transportation
problems; restraints or prohibitions by any court, baard, deparhnent, commission, or agency of the United
States or of any state; civil disturbances; other national or regional emergencies; or any other similar cause
not enumerated herein but which is beyond the reasonable control of the party whose performance is
affected (collectively, "Force Maj eure 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 pariy's
performance as soon as reasonably possible after the accurrence 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. Headin s Not Conirollin . Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review aF ConnseE. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise this Agreement and that the normal rule of contract construction to the
effect that any ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement.
22. Amendments / Modifications J Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a parly hereto unless set forth in a written instrument executed by
an authorized representative of each party.
23. Entiretv of Aeree►nent. 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.
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. Warrantv ai Services. Vendar warrants that its services will be of a high quality and
conform to generally prevailing industty 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. �im�ni rat�on and Naiionali Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNiFY CITY AND HOLD CITY HAI�tML.ESS 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. Ownershi of Work Prnduct. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and docurnentation 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 af 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 thereaf, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention theret.
28. Si nature Au#hori . The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement an 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. Cha�ge in Company Name or Dwnership. Vendor must notify City's Purchasing
Manager in writing of a company name, awnership, or address change for the purpose of maintaining
updated City records. The president of Vendor ar 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. 1Va l3a cott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not agply. 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 verifcation from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" have the meanings ascribed ta those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) wiIl not boycott Israel during the term of the Agreement.
31. Pro�aibitian pn Bo�cnttin Ener Com anies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract conta.ins a written verification from the Vendor that it: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those
terms in Section 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government
Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination A ains# Firearn� and Ar�munition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity," and "%rearm trade association" have the meanings ascribed to those terms in Section 2274 of the
Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does nat 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 Si�natures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file, email, or facsimile transmissian) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(signature puge follows)
ACCEPTED AND AGREED:
BUYER
CITY OF FORT WORTH
By:
iJL9L
Name: William Johnson
Title: Assistant City Manager
Date: 08/01/2025
APPROVAL RECOMMENDED:
By: Ro�ul 31, 202517:38:00 CDT)
Name: Robert A. Alldredge, Jr.
Title: Interim Police Chief
ATTEST:
�1�
By: U
Name: Jannette S. Goodall
Title: City Secretary
SELLER: ALL MOBILE YID� By: tfS� Name: Rickard Duke
Title: Vice President
Date:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By:
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
�;t; s� By: � •
Name: Jackson Skinner
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: None Required
Date Approved: ----
Form 1295 Certification No.: NIA
EXFIIBIT A
SCOPE OF SERYICES
Emergency situations such as accident scenes, natural disasters, and SWAT scenarios require
immediate visibility for first responders to act.
All Mobile Video, Inc. will provide secure videa streaming for devices such as drones and pole
cameras for situational awareness solutions for the City of Fort Worth Police Department.
1. All Mobile Video (AMV) streamtng services can only be used with AMV Insight RT
equipment. The following units will use AMV streaming services beginning September
1, 2025 through August 31, 2026:
a. U n it 1950067119
b. Unit 1950067117
c. Unit 1950067110
d. AMV Peplink Fusion Unit 19S0067169
2. AMV will provide video streaming in high-stress, live broadcast situations with very low
latency that allows the viewer to carrect any stream issues.
3. AMV streaming services are provided through AMV server farms and do not touch a
public cloud. Video is encrypted leaving the equipment (i.e. drones, pole cameras,
bomb robots) to the AMV servers and encrypted returning to the customer.
4. AMV Insight RT units must be connected to WiFi, cradle points or Starlink and
transmissions are through the AMV Private Network.
5. The Insight RT units used by the Police Department have unique login and password
information that only the Department can access. AMV cannot access the Insight RT
units' streams.
6. Streaming and support are provided 24 hours a day, 7 days a week, 365 days a year with
a guaranteed uptime of 99 percent via fully redundant infrastructure.
7. Video streams are not stored by AMV.
Bid No: 5874 Job No: 162952 / Gity of Fort Worth PD
227 W 26th St
A � � Nrw York, NY
Phone:212-727-1234
ALL MUB14E VIDEO Fax:212-255�i6H
Bill To
City of Fort Wath PD
wpplierimroica�fortworthtexas.gw
PoLice Deparlment
505 W Fel'a Si. Tarran[
Fort Worth, TX 76775
Atfi Eric Skinner
DescipHon TJ( - R Worth Stmaming Services
ne�a1 �� �e.rrk�k,n
sarvbes
Mnual Llcense Fee Un1t 1950067119
Servlces From 9•1-2U15 / B-31-2026
Mnual Licer�se Fee Unit 1950067117
ServlcM From 9•1-2@5 / 8•37-2026
Mnual License Fee Unit 1950067110
Servlces From 9-1-2(Q5 / B-31-2026
Mnual Llcensew/AMV•Peplink Fusim
Unit 1950067169
Services From 8-1-2025 / 7-31-2025
EXFIIBIT B
Price Schedule
Page:1 of 1
Quote li 5874
Quote Dete 06/26/2025
QuomFa�iretlon OB/31l2025
A000unt Rap: earry Moore
Account Rep emall: bmooreeamvsVeam.com
G1b/ 11ni! 1�Se Cll�c 9fi �5d. R�C!
f 1.00 YR 995.00
I 1.00 YR 995.00
1 1.00 YR 995.00
1 1.00 YR 1,440.00
995.00
995.�
995.00
1,440.00
Bid Total USD:
AMI _I�
ALL N091L! h�0l0
Pmnine
995.OD
995.00
995.OD
1.440.00
4,425.00
Ezhibit C
Sole Source Letter
� � ,
ALL Md6iLE ViDEO 221 W26�StNewYork,NY10001
�oe6o�} ziz-n�-tzsa
(Fax) 212-255�644
02/10/2025
SOLE SOURCE LETTER
To whom it may concern,
Re: AMVision Streaming Solution
This letter is written to confirm thatAll Mobile Video is the sole source provider of the foUowing
products in the United States:
AllMobileVision - Insight RT2 Interface
AMVision Streaming service
The saftware car�tained Insight RT2 lnterFa�e product which is used tagether with the AMVision
Str�ming 5e�viee was written and develaped hy emp�oyees nf AMV. Warking tvgether, Insight
RT2InterFace and AMV Streaming service allow Far very Eaw latenryvidea streaming service,
with a Ve1y s�mj3le uSeP interFace. The automation eonrained in Lhe software is praprietary, and
is nat available thr�ugh other vendoz's• Tn tlze knowledge of A�viV, no o[her pradu�t in tlie
ntarket eax� malxh tlae Eaw latenry and easy user interFace oFthe Irssight RT21n[erFare and
AMVision Steaming Service. AMV has not licensed any third party to sell or dis�-ibute the
Insight RT2 Interface or AMVision Sh�eaming service.
As the sole provider of these products, AMV determines the prices for above-named products.
For further informa�ion or to place orders, please feel free to contact me at 212-727-1234 or
rduke@amvchelseacom
Sincerely,
� .
�
Z, t.4`��
Richard Duke
Executive Vice President
All Mobile Video, Inc.
011535-00 llOO I71694-921