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HomeMy WebLinkAbout065720 - General - Contract - Ensurity Mobile Corp.Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA CSC No. 65720 FORT WORTH.) ""I,% SOLE SOURCE VENDOR SERVICES AGREEMENT This SOLE SOURCE 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 ENSURITY MOBILE CORP. ("Vendor"), a Delaware 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 shall include the following: OFFICIAL RECORD 1. This Sole Source Vendor Services Agreement; CITY SECRETARY 2. Exhibit A — Scope of Services; FT. WORTH, TX 3. Exhibit B — Vendor Quote; and 4. Exhibit C — Verification of Signature Authority Form 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 any of the Exhibits and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. The Parties will engage in multiple transactions to purchase goods and services under this Agreement. For each purchase made pursuant to this Agreement, Vendor must supply a quote for the subject goods and/or services, and the quote must conform with the then -current pricing under the underlying agreement. If the City accepts the quote and places an order for the goods and/or services, that quote shall be considered as an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the 3- year Audit period included herein. 1. Scone of Services. Vendor will provide the City with proprietary hardware, software, and associated services related to GPS tracking devices and real-time location monitoring, more specifically outlined and described in Exhibit A — Scope of Services ("Services"), which is attached hereto and incorporated herein for all purposes. 2. Term. This Agreement shall begin on the date signed by the City's Assistant City Manager ("Effective Date") and shall expire one (1) year from that date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions for up to four (4) one-year renewal options (each a "Renewal Term"). Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 1 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA 3. Compensation. Total compensation under this Agreement will not exceed one hundred thousand dollars and zero cents ($100,000.00) annually. 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 — Vendor Quote, which is attached hereto and incorporated herein for all purposes. 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. 3.1 Price Stabilitv. Prices established under this Agreement shall remain firm for the initial contract term and all renewals, unless an Economic Price Adjustment (EPA) is granted. Price shall include all costs necessary to deliver the contracted goods and/or services, including freight, delivery, overhead, and profit, unless otherwise provided herein. 3.2 Economic Price Adjustment (EPA)Eli ig bility. The Vendor may request an Economic Price Adjustment (increase or decrease) to reflect bona fide changes in the Vendor's actual costs to perform, provided: 3.2.1 The adjustment is requested no more than once per twelve (12) month period; and 3.2.2 The adjustment request coincides with a contract renewal/extension term. 3.3 Submission Requirements, Any EPA request must be submitted in writing to the City at least ninety (90) calendar days prior to the start of the renewal period. The Vendor's written request must include: 3.3.1 Quote including current and proposed pricing; and 3.3.2 Documentation substantiating the proposed pricing. Failure to provide adequate documentation or timely submission may result in denial of the request. 3.4 Basis of Adjustment. Adjustments shall reflect actual increases or decreases in the Vendor's cost of performance and shall not include increases to recover missed profit or margin expansion. The City reserves the right to verify submitted documentation, require additional supporting evidence, or consider recognized industry indices to confirm market conditions. 3.5 Government Review and Determination. The City, at its sole discretion, may: 3.5.1 Approve the request in whole or in part; or 3.5.2 Negotiate a revised adjustment; or 3.5.3 Reject the request as unsupported or unreasonable. If the requested adjustment is rejected, the City may elect not to exercise the renewal option and allow the Agreement to expire at the end of its term Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 2 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA or procure goods/services by any other lawful method. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with at least 30 days' written notice of termination. 4.2 Non -Appropriation 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 Duties 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 Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 3 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA 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. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after 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. Independent 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 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, 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 of its 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 LL4BILITY - VENDOR WILL BE LL4BLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, 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 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 ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 4 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER CONDUCT WHATSOEVER OF THE CITY. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY WILL NOTAPPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COSTAND 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 INTERESTS, 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 ACTIONAND ALL NEGOTLATIONS 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 WRITTENNOTICE OFANYSUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY 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 MA TER)ALL Y AD VERSEL Y 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 AM TERIALL Y AD VERSEL Y AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQ UALL Y S UITABLE, 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 Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 5 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY AM Y SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assi ng ment. 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 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) 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 accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 6 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA (d) Professional Liability (Errors & Omissions): EZ Applicable ❑ 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 Requirements (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 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. At least 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, 100 Fort Worth Trail, 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- V11 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 Resulations. 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. Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 7 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA 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 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 by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: William Johnson, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With a copy to Fort Worth City Attomey's Office at the same address To VENDOR: Ensurity Mobile Corp. Attn: Sam Kruse, Senior Account Executive 1645 Palm Beach Lakes Boulevard, Suite 1200 West Palm Beach, FL 33401 sam.kruse2ensuri s.com (561) 875-5756 14. Solicitation of Employees. 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. Governine 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. Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 8 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA 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. Headines 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. 21. Review of Counsel. 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 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 / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns, and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 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. Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 9 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA 26. Vendor To Package Goods. Vendor will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Vendor's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Vendor shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 27. Shipment Under Reservation Prohibited. Vendor is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 28. Title And Risk Of Loss. The title and risk of loss of the goods shall not pass to City until City actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 29. Delivery Terms And Transportation Charges. Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 30. Product Warranty. Vendor shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of City. Vendor warrants that the goods furnished will conform to the quote furnished by Vendor, if any. Additionally, Vendor agrees to provide a 2-year manufacturer defect warranty from the date of purchase covering defects in materials and workmanship under normal use. 31. Immigration and Nationality 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, 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. 32. Ownership of Work Product. City will own the final reports, attendance records, work papers, procedures, guides, and documentation expressly created for City under this Agreement ("Work Product"). Notwithstanding the foregoing, Vendor retains all ownership rights in its pre existing training materials, curricula, instructional content, methodologies, techniques, and know how, and nothing in this Agreement will be deemed to transfer ownership of such materials to City. To the extent any Vendor materials are included in the Work Product, Vendor grants City a non exclusive license to use such materials solely for City's internal purposes. The parties agree that Vendor's training materials and instructional content are not works made for hire. 33. Signature Authority. 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 Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 10 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA 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. 34. Change in Company 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. 35. No Boycott 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. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. 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. 36. Prohibition on Boycottine Enerey Companies. 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 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. 37. Prohibition on Discrimination Auainst Firearm and Ammunition 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 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. 38. Electronic Sienatures. This Agreement may be executed by electronic signature, which Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 11 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. [SIGNATURE PAGE FOLLOWS] Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 12 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA ACCEPTED AND AGREED: CITY OF FORT WORTH zj-&, "�" By: — 9 Name: William Johnson Title: Assistant City Manager Date: 08/25/2026 By: David Carabajal ug 25, 2026 13:42:53 CDT) Name: David Carabajal Title: Executive Assistant Chief 4p4UUpn�n ATTEST:F�RT`i°•aa a`�9�0 G!" Ad Pv'00 °=c° /l a6i g rt� Oa d aIlze.5o4p bLnaoo�' By: Name: Jannette S. Goodall Title: City Secretary VENDOR: ENSURITY MOBILE CORP. By: ' Name: Ryan Harris Title: CEO Date: Aug 19 2026 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: Kathryn Agee (W21, 202 :13:39 CDT) Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: By: Name: Title: -4,_Vr�0 Amarna Muhammad Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: N/A Form 1295 Certification No.: N/A Prepared by: Kimber Allen OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 13 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA EXHIBIT A SCOPE OF SERVICES Vendor will provide the City with proprietary hardware, software, and associated services related to Ensurity Product line GPS tracking devices (collectively the "Services") that enable Fort Worth Police Department personnel to remotely monitor the real-time and historical movements of vehicles and other assets associated with criminal activity, and provide reliable investigative data that supports the collection of evidence while preserving the integrity of ongoing investigations. The Services shall include, without limitation: • Furnishing the required hardware and accessories as described in Exhibit B, including E- Pursuit V3 Standard, E-Pursuit V3 Extended, and Ensurity Cardboard trackers (Standard). • Providing software and modules required to operate the hardware, including all necessary configuration, data migration (if required), testing, and validation to ensure full functionality and compatibility with existing systems for continuity of operations. • Providing service and support that includes platform access, cellular data, mobile application, SMS and email alerting, firmware updates, unlimited user access, and standard support. • Providing training to Department personnel on the proper use, maintenance, and regulatory compliance aspects (if applicable) for the above hardware and software tracking platform. • Provision of a 2-year manufacturer defect warranty from the date of purchase covering defects in materials and workmanship under normal use. Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 14 of 17 Zoho Sign Document ID: 299EA234-A5IQO8W9QLP8Ul5Z—SQY3BHDOKW3CMEMOH35OCTHZPA EXHIBIT B VENDOR QUOTE IFEnsurity SALES QUOTE Quote ENS-2026-1104 Date June 16, 2026 Valid Until September 14, 2026 Market USA— Law Enforcement Currency USD BILL TO Fort Worth PD Fort Worth, Texas Attn: Sgt Scott Sikes Scott.S ikes @FortWorth Texas.Gov 817-392-1782 EPV3-STD E-PursuliV3 Standard Battery: 9,300 mAh Lithium. Charging: USB-C. EPUR-CASE E-Pursult Rugged Case Protective carrying case for E- Pursuit V3 Standard and Extended. Hardware only. EPV3-EXT E-Pursuit V3 Extended Battery. 18,600 mAh Lithium. Charging: USB-C. EPUR-CASE E-Pursuit Rugged Case Protective carrying case for E-Pursuit V3 Standard and Extended. Hardware only. CARD -STD Ensurity Cardboard (Standard) Battery: 4,200 mAh Lithium. Charging. Inductive Wireless, CHRG-WL Ensurity Wireless Charger Charging: Inductive Wireless. Includes USB-C cable. Available in stand and flat configurations. PREPAREDBY Sam Kruse Sales Representative som.kruse@ensuritygps.com 561-875-5756 00 10 5375.00 $3,750.00 $250.$2500.00 12 mo 10 $40.00 $400.00 — — 4 $430.00 $1,720.00 $250.00 $1,000.00 12 mo 4 $40.00 $160.00 — — 4 $300.00 $1,200.00 $250.0012 mo $1,000.00 4 $16.00 $72.00 — — Total Hardware $7,302.00 USD Total Service (Yr 1) $4,500.00 USD Payment Terms: wire Transfer, ACH, Credit card, or Check payable to Ensurity. Service Terms: Annual service fee includes platform access, cellular data, mobile application, SMS and email alerting, firmware updates, unlimited user access, and standard support. Service is billed annually beginning on device activation date. Ensurity - 1645 Palm Beach Lakes Blvd S 1200, West Palm Beach, FL 33401 - supportpensuritygps.com Page I of 2 Sole Source Vendor Services Agreement— Ensurity Mobile Corp. Page 15 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA Ensurity SALES QUOTE Quote ENS-2026-1104 Date June 16, 2026 Valid Until September 14, 2026 Market USA — Law Enforcement Currency USD Warranty: All Ensurity hardware products are covered by a 2-year manufacturer defect warranty from the date of purchase. Covers defects In materials and workmanship under normal use. Does not cover physical damage, misuse, or unauthorized modifications. validity: This quote is valid through September 14, 2026. Pricing is subject to change after expiry. Tax Status: Customer Is tax-exempt for this transaction. Ensurity • 1645 Palm Beach Lakes Blvd S 1200, west Palm Beach, FL 33401 - support@ensurltygps.com Page 2 of 2 Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 16 of 17 Zoho Sign Document ID: 299EA234-A51QO8W90LP8UI5Z_SQY3BHDOKW3CMEMOH35OCTHZPA EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY ENSURITY MOBILE CORP. 1645 PALM BEACH LAKES BOULEVARD, SUITE 1200 WEST PALM BEACH, FL 33401 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: Position: Ryan Harris - CEO Signature 2. Name: Position: Ryan Harris Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Owner Date: Aug 19 2026 Sole Source Vendor Services Agreement — Ensurity Mobile Corp. Page 17 of 17 FORT WORTH, —Tor- City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: ENSURITY MOBILE CORP. Subject of the Agreement: This is a Sole Source Vendor Services Agreement for proprietary hardware, software and associated services related to GPS tracking devices that provide for secure and covert surveillance, real-time location monitoring, and criminal investigations. M C: Approved h4 the Council? * Yes El No W 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 N If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: At ACM signature If different from the approval date. Expiration Date: 1 year after ACM signature If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.