HomeMy WebLinkAboutContract 56650 CSC No. 56650
FORT WORM
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement("Agreement")is entered into by and between VIRTRA,INC
("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
I. This Sole Source Purchase Agreement;
2. Exhibit A—City's Terms and Conditions;
3. Exhibit B— [Seller's Quote, Scope of Services or Purchase Order];
4. Exhibit C— Sole Source Procurement Justification; and
5. Exhibit D—Conflict of Interest Questionnaire.
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms of Exhibit
A,are prohibited by applicable law,conflict with any applicable rule,regulation or ordinance of the City
of Fort Worth, the terms in this Exhibit A shall control.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed
by their duly authorized representatives to be effective as of the date signed below.
[SIGNATURE PAGE FOLLOWS]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
7 -{(yam administration of this contract, including
By: Jesus.J.Chapa ov 10 202114:27 CST) ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Deputy City Manager
APPROVAL RECOMMENDED: LL1
Kelly Cleveland(Nov 9,2021 09:57 CST)
By:
Name: Kelly Cleveland
NeW N"6Z of Title: Acting Sr. Contract Compliance
By: Neil Noakes(Nov 10,202112:17 CST) Specialist
Name: Neil Noakes
Title: Chief of Police APPROVED AS TO FORM AND
LEGALITY:
ATTEST:
By.
By: Name: Taylor Paris
Name: Ronald P. Gonzales po4�4nnnv� Title: Assistant City Attorney
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Form 1295 Certification No.: N/A
VIRTRA, INC
By: Ailr4
Nick Newhouse
Sr. Customer Account Sales Manager OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
To the extent the Exhibit B requires mandatory arbitration to resolve conflicts, any such terms
are hereby deleted from the Agreement and shall have no force or effect.
To the extent the Exhibit B, in any way, limits the liability of Seller or requires Buyer to
indemnify or hold Seller or any third party harmless from damages of any kind or character, any such
terms are hereby deleted from the Agreement and shall have no force or effect.
Buyer is a government entity under the laws of the State of Texas and all documents held or
maintained by Buyer are subject to disclosure under the Texas Public Information Act. To the extent the
Exhibit B requires that Buyer maintain records in violation of the Act, Buyer hereby objects to such
provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.
In the event there is a request for information marked Confidential or Proprietary, Buyer shall promptly
notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by Buyer,but by the Office of
the Attorney General of the State of Texas or by a court of competent jurisdiction.
To the extent the attached Exhibit B requires Buyer to pay attorneys' fees for any action
contemplated or taken, or penalties or liquidated damages in any amount, Buyer objects to these terms
and any such terms are hereby deleted from the Agreement and shall have no force or effect.
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on August 1, 2020 ("Effective Date") and shall expire on July 31, 2021
("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). Buyer
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,at Buyer's sole discretion.
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4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held or
maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the
event there is a request for information marked Confidential or Proprietary,Buyer shall promptly
notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by Buyer, but by the
Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The
Parties agree that nothing contained within this Agreement is considered proprietary or trade
secret information and this agreement may be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers, purchase
order numbers, or release numbers issued by the Buyer. The only exceptions are
Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing
Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in
rejection of delivery,return of goods at the Seller's cost and/or non-payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice.Each shipping container
shall be clearly and permanently marked as follows: (a) Seller'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. Seller 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. Buyer's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.
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8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance of
the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any, shall
be listed separately. A copy of the bill of lading and the freight waybill,when applicable,
should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goods and/or
services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the City's
website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
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services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase.In the event Seller breaches this warranty,
the prices of the items shall be reduced to the prices contained in Seller's proposals, or in
the alternative upon Buyer's option, Buyer shall have the right to cancel this contract
without any liability to Seller for breach or for Seller's actual expense. Such remedies are
in addition to and not in lieu of any other remedies which Buyer may have in law or
equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission,percentage,
brokerage or contingent fee,excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or
rights arising pursuant to said purchase(s),to cancel this contract without liability and to
deduct from the contract price such commission percentage,brokerage or contingent fee,
or otherwise to recover the full amount thereof.
15.0 PRODUCT WARRANTY
Seller 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 Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation,
and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach
and cause this contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The Buyer may not use or share this software without permission of the
Seller; however Buyer may make copies of the software expressly for backup purposes.
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18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against the
Buyer for infringement of any patent, copyright, trademark, service mark, trade
secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder;
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as SELLER bears the cost and expense of
payment for claims or actions against Buyer pursuant to this section, SELLER shall
have the right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim;
however, Buyer shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for
whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against Buyer for infringement arising under this
Agreement, Buyer shall have the sole right to conduct the defense of any such claim
or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, SELLER shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
SELLER timely written notice of any such claim or action,with copies of all papers
Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer 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, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a)
procure for Buyer 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
Buyer's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to
Buyer; or(d)if none of the foregoing alternatives is reasonably available to SELLER
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terminate this Agreement, and refund all amounts paid to SELLER by Buyer,
subsequent to which termination Buyer may seek any and all remedies available to
Buyer under law; and
18.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses,evaluations,reports,memoranda,letters,ideas,processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested
by the Seller for the Buyer pursuant to a Work Order, including all such developments as are
originated or conceived during the term of the Contract and that are completed or reduced to
writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may
be considered "work(s) made for hire" and will be and remain the exclusive property of the
Buyer. To the extent that the Work Product,under applicable law,may not be considered work(s)
made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys,
and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright,
which Seller may have in any Work Product or any tangible media embodying such Work
Product,without the necessity of any further consideration, and Buyer shall be entitled to obtain
and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for
itself and on behalf of its vendors hereby waives any property interest in such Work Product.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties
of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies,which
Buyer may have in law or equity.
21.0 TERMINATION
20.1 Written Notice. The Agreement may be terminated in whole or in part by Buyer,with or
without cause,at any time upon the delivery to Seller of a written"Notice of Termination"
specifying the extent to which the goods and/or services to be purchased under the order
is terminated and the date upon which such termination becomes effective. Such right of
termination is in addition to and not in lieu of any other termination rights of Buyer as set
forth herein.
20.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller
of such occurrence and this Agreement shall terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to Buyer of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
20.3 Duties and Obligations of the Parties.Upon termination of this Agreement for any reason,
Seller shall only be compensated for items requested by the Buyer and delivered prior to
the effective date of termination, and Buyer shall not be liable for any other costs,
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including any claims for lost profits or incidental damages. Seller shall provide Buyer
with copies of all completed or partially completed documents prepared under this
Agreement. In the event Seller has received access to Buyer Information or data as a
requirement to perform services hereunder, Seller shall return all Buyer provided data to
Buyer in a machine readable format or other format deemed acceptable to Buyer.
22.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving
its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents,
as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and
transfer of rights,interests,or obligations to another entity.The documents that may be requested
include, but are not limited to, Articles of Incorporation and related amendments, Certificate of
Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to
withhold all payments to any entity other than Seller, if Seller is not in compliance with this
provision. If Seller fails to provide necessary information in accordance with this section, Buyer
shall not be liable for any penalties, fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any attachments and exhibits. This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement.No course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of
this Agreement even though the accepting or acquiescing party has knowledge of the
performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
control. In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
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Commercial Code" or"UCC"is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract
shall be governed, construed and enforced under the laws of the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and
subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller,
its officers, agents, employees,vendors and subcontractors.Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees,vendors and subcontractors.
28.0 LIABILITY AND INDEMNIFICATION.
27.1 LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
27.2 GENERAL INDEMNIFICATION- SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS
TO SELLER'SBUSINESSAND ANYRESULTING LOST PROFITS)AND/OR PERSONAL
INJURY,INCLUDING 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 SELLER,ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
27.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Seller agrees to defend, settle, or pay,
at its own cost and expense, any claim or action against Buyer for infringement of any patent,
copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the
software and/or documentation in accordance with this Agreement, it being understood that
this agreement to defend,settle or pay shall not apply if Buyer modifies or misuses the software
and/or documentation. So long as Seller bears the cost and expense of payment for claims or
actions against Buyer pursuant to this section,Seller shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however,Buyer shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with Seller in doing so. In the event Buyer, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against Buyer for infringement arising under this Agreement, Buyer shall have the sole right
to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however,Seller shall fully participate
and cooperate with Buyer in defense of such claim or action.Buyer agrees to give Seller timely
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written notice of any such claim or action,with copies of all papers Buyer may receive relating
thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses
shall not eliminate Seller's duty to indemnify Buyer 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, Seller shall, at its own expense and as Buyer's sole remedy, either: (a) procure for
Buyer 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 Buyer's authorized use of the software and/or documentation;
or (c) replace the software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no additional charge
to Buyer; or(d)if none of the foregoing alternatives is reasonably available to Seller terminate
this Agreement, and refund all amounts paid to Seller by Buyer, subsequent to which
termination Buyer may seek any and all remedies available to Buyer under law.
28 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement,which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
29 FISCAL FUNDING LINIITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have
been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the
portions of annual payments herein agreed upon for which funds shall have been appropriated
and budgeted or are otherwise available.
30 NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail, registered,return receipt
requested, addressed as follows:
TO BUYER: TO SELLER:
City of Fort Worth VirTra. Inc.
Attn: Purchasing Manager Attn: Nick Newhouse
200 Texas Street 7970 S. Kyrene Road
Fort Worth, TX 76102-6314 Tempe,AZ 85284
Facsimile: (817) 392-8654 nnewhouse@virtra.com
With copy to Fort Worth City
Attorney's Office at same address
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31 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Seller's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN
INTEREST,SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM.
32 IMMIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-
9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Seller
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls
so that no services will be performed by any Seller employee who is not legally eligible to
perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller,
shall have the right to immediately terminate this Agreement for violations of this provision by
Seller.
33 HEALTH, SAFETY,AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
34 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under
this contract, 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 Seller involving
transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer
shall have access during normal working hours to all necessary Seller facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits.
Page 12 of 29
The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of
this Agreement.
35 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis
of disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of
its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other
applicable federal,state and local laws concerning disability and will defend,indemnify and hold
Buyer harmless against any claims or allegations asserted by third parties or subcontractors
against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the
above-referenced laws concerning disability discrimination in the performance of this agreement.
36 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall
first attempt to resolve the matter through this dispute resolution process. The disputing party
shall notify the other party in writing as soon as practicable after discovering the claim, dispute,
or breach. The notice shall state the nature of the dispute and list the party's specific reasons for
such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a
good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim,dispute,breach or other matter in question that may arise
out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty
(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. If the parties submit the dispute to non-
binding mediation and cannot resolve the dispute through mediation,then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
37 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the Buyer is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this contract,Seller certifies that Seller's
signature provides written verification to the Buyer that Seller: (1) does not boycott Israel;
and (2)will not boycott Israel during the term of the contract.
Page 13 of 29
38 INSURANCE REQUIREMENTS
38.1. Tnnewhouse@virtra.com he Seller shall carry the following insurance coverage
with a company that is licensed to do business in Texas or otherwise approved by the Buyer:
38.1.1. Commercial General Liability:
38.1.1.1. Combined limit of not less than$2,000,000 per occurrence;
$4,000,000 aggregate; or
38.1.1.2. Combined limit of not less than$1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
38.1.1.3. Defense costs shall be outside the limits of liability.
38.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
38.1.3. Technology Liability(Errors & Omissions)
38.1.3.1. Combined limit of not less than$2,000,000 per occurrence;
$4million aggregate or
38.1.3.2. Combined limit of not less than$1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
38.1.3.3. Coverage shall include,but not be limited to,the following:
38.1.3.3.1. Failure to prevent unauthorized access;
38.1.3.3.2. Unauthorized disclosure of information;
38.1.3.3.3. Implantation of malicious code or computer virus;
38.1.3.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
38.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright,trade mark or trade secret,brought against the Buyer for use of
Page 14 of 29
Deliverables, Software or Services provided by Seller under this
Agreement;
38.1.3.3.6. Technology coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Seller and may not exceed $50,000
without the written approval of the Buyer. Coverage shall be claims-
made,with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the duration of
the contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the Buyer to evidence coverage;
and
38.1.3.3.7. Any other insurance as reasonably requested by
Buyer.
38.2. General Insurance Requirements:
38.2.1. All applicable policies shall name the Buyer as an additional insured
thereon,as its interests may appear. The term Buyer shall include its employees,officers,
officials, agents, and volunteers in respect to the contracted services.
38.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
38.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
38.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
38.2.5. Any failure on the part of the Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
38.2.6. Certificates of Insurance evidencing that the Seller has obtained all
required insurance shall be delivered to and approved by the Buyer's Risk Management
Division prior to execution of this Agreement.
Page 15 of 29
The Seller shall carry the following insurance coverage with a company that is licensed
to do business in Texas or otherwise approved by the Buyer:
38.2.7. Commercial General Liability:
38.2.7.1. Combined limit of not less than$2,000,000 per occurrence;
$4,000,000 aggregate; or
38.2.7.2. Combined limit of not less than$1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
38.2.7.3. Defense costs shall be outside the limits of liability.
38.2.8. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
38.2.9. Technology Liability (Errors & Omissions)
38.2.9.1. Combined limit of not less than$2,000,000 per occurrence;
$4million aggregate or
38.2.9.2. Combined limit of not less than$1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy.Defense costs
shall be outside the limits of liability.
38.2.9.3. Coverage shall include,but not be limited to,the following:
38.2.9.3.1. Failure to prevent unauthorized access;
38.2.9.3.2. Unauthorized disclosure of information;
38.2.9.3.3. Implantation of malicious code or computer virus;
38.2.9.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
38.2.9.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret,brought against the Buyer for use of
Deliverables, Software or Services provided by Seller under this
Agreement;
Page 16 of 29
38.2.9.3.6. Technology coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Seller and may not exceed $50,000
without the written approval of the Buyer. Coverage shall be claims-
made,with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the duration of
the contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the Buyer to evidence coverage;
and
38.2.9.3.7. Any other insurance as reasonably requested by
Buyer.
38.3. General Insurance Requirements:
38.3.1. All applicable policies shall name the Buyer as an additional insured
thereon,as its interests may appear. The term Buyer shall include its employees,officers,
officials, agents, and volunteers in respect to the contracted services.
38.3.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
38.3.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
38.3.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
38.3.5. Any failure on the part of the Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
38.3.6. Certificates of Insurance evidencing that the Seller has obtained all
required insurance shall be delivered to and approved by the Buyer's Risk Management
Division prior to execution of this Agreement.
Page 17 of 29
Exhibit B—Seller's Quote
VirTra
7970 S Kyrene Rand,Tempe,A2 85284 USA l TOLL FREE: 800.455.8746 PH, 480.9M 1488 FAX: 480.968.1448 1 VIRTRA.COM
,4ecount Name Fort Worth Police Department Created Date 6/912020
Contact Name David Garcia Quote Number 0000MW
Phone (817)899-7292%, Expiration Date 6/3012021
Email davd.garca[ fo tvvrthtexas.gov
Ship To Name Fort Worth Police Department Prepared By Nick Newhouse
VirTra STEP Annual Contract Offering Phone (4$O)968-148B k.
Extension 502$*..
Email nne who use @virtra.00m
VIRTRA,INC.
SIMULATED FIREARM EQUIPMENT
AND TRAINING SERVICES AGREEMENT
AGREEMENT:Simulated Firearm Equipment and Training Services Agreement(the"Agreement")is made and entered by
and between the o rgaruzati ons or entities set forth belowto provide Agency with certain hardware,software,documentation,
installation,training,maintenance,and support(collectively,the"System"}.
CONTRACT PRICE SUMMARY:
Contract initiation payments(one timal
Setup&Training: $6,270.00
S&H $2,200.00
Annual Recurrinu Payment
Annual Contract $40,636.98
Rate(STEP)
TERM:This Agreerrent Wll become effectue upon the date the customer receives and accepts control over a substantial portion of the
equipment listed on Exhibit D and services listed on the System Acceptance Checldid(Exhibit C)but not more than 90 days after Contract
execution date.Unless terminated as set forth herein,this Agreement shall remain in force for a period oftwelve(1 2)months(the"Term")from
the Effedlve Date.After the Term,this Agreement will be renewed for additional periods oftwelve(12)months(each a"Renewal Terri'),up to
a total aggregated term of sixty(60 months),unless and until one party provides the other party with written notice of termination at least suty
(60)days prior to the end ofthe Term,or any subsequent Renewal Term.
EXHIBITS: The fallowing exhibits are incorporated herein by reference and forma material part oftim Agreement.
ExhibitA: General Terms and C onditions.
Exhibit B:Maintenance and Support Agreement.
Exhibit C: System Acceptance Check List.
Exhibit D: Services,Equipment,and Pricing Summary
SIGNA TURES:S y signing below,each signatory warrants and represents that hefshe executed this A greement in his/her
authorized capacity,that he/she has the authority to bind the entity listed b elow to contractual obligations and that by his/her
signature on this Agreement,the entity on behalf ofwhich he/she acted,executed this Agreement.
FOR AGENC Y
Signature D ate
PnntedName and Title
Page 18 of 29
VirTra
7970 5 Kyrene Road,Tempe,A2 85284 USA TOLL FREE: 800.455.8746 PH, 480.968.1488 FAX, 480.968.1448 I VIRTRA.COM
FOq VIRTRA
_ �IfB/zi
Signature D ate
PnntOlame ana Title
7970 South Kyrene Road
Tempe,AZ 852M
(480)968-1488
EXHIBIT A
VIRTRA,INC.
AGREEMENT FOR SIMULATED FIREARM EQUIPMENT AND TRAINING SERVICES
GENERAL TERMS AND CONDITIONS
1. NON-EXCLUSIVE AGREEMENT
The Agreement doesnot establish an exclusive contract b etwe enthe Agency andV irTra.Eachparty expressly reserves ri&s to,without
limitation,the following the right to utilize others to provide products,support and services,the right to request proposals from others with or
without requesting proposals from VirTra,andthe unrestrictedrightto bidand supply any suchproduct, support or service.
2. PRODUCTSAND SERVICES
VirTra agrees to provide the Agency with the System,includingall goods and services in accordance withthe terms and conditions set forth in
the Agreement,including all Exhibits that are attachedtothe Agreemert and incorporatedherein as well as all necessary manpower andother
ne ce ssaty r esourc a s.
ANY ADDITIONAL OR DIFFERENT TERMS OR QUALIFICATIONS,INCLUDING,WITHOUT LIMITATION,ELECTRONICALLY
OR IN MAILINGS,ATTACHED TO INV OICES OR WITH ANY GOODS SHIPPED,SHALL NOT BECOME PART OF THE
CONTRACT BETWEEN THE PARTIES.THE PARTIES AGREE THAT ALL TERMS AND CONDITIONS ARE SET FORTH IN THIS
AGREEMENT.
Employees and agents of VirTra, shall,while on the premises of the Agency, complywith all Dales andregulations of the premises,including,
but not limited to,security requirements.
If r equire d VirTra shall be responsible for installation,training and knowle dge transfer activities in rel ation to the goods being supplied, as set
forth in Exhibit B to tlus Agreement.
All equipment shall be deliveredto a Agency site specifiedinthe contract r el ease purchase order,or if not so specified therein,as otherwise
age ed by the path a sin writing.
Upon any termination or expiration of thi s Agreem err,the System and all other r el ate d m ateri als provided to Agency hereunder shall be
returnedto VirTraor,atVirTra's option,VirTramay arrange forpickup ofthe System and related materials.The System andrelatedmaterials
mustbe retutnedto VirTrain goodrepair andfunctionality,consideringreasonable wear andtear.
VirTra shall provide the System andperform wank in aprofessionalmanner consistetrtunth atamitimum,general industry standards.
3. NECESSARY ACTS AND FURTHER ASSURANCES
The parties agree that they shall cooperate and execute and deliver such further documerts and instruments and shall take such other actions as
maybe reasonably required or appropriate to evidence or cant'out the intent andpurposes of this Agreement.
d. COUNTING DAYS
Days are to be courted by ex cludingthe first day and including the last day,unless the last day is a Saturday,a Sunday,of alegal holiday,and
Then it i s to be excluded
5. PRICING
Unless otherwise stated,prices shall b e fixed for the first ye ar of the A gre em err,with incre ase s in p aym ents in subsequent years to be mutually
agre ed by the path e s in writing.If any product li ste d in thi s Agre ern eft is di sc outinued of up graded prior to delivery,V irTn a shall ex tend the
same pricingtowards a comparable replacementthatisfunctionally equivalert or anupgraded version
Exh bit D of the A gre em ent i s the basis for pricing and c omp ensation thr oughout the term of the A gre em ent.
Page 19 of 29
VirTra
7970 5 Kyrene Road,Tempe,A2 85284 OSA I TOLL FREE: 800.455.8746 PH, 480.968.1488 FAX, 480.968.1448 I VIRTRA.C(M
6. MODIFICATION
This Agreement or any contract release purchase order maybe supplemented amended,or modified onlybythe mutual agreement of the
parties.No supplement,am endm ent,or m odif.cation of this A gre em ent c ontr act release purchase order will be binding on Agency unle ss it i s
in writing and signed by am authorized representative of the Agency.
7. HAZARDOUS SUBSTANCES
If any product being offered,delivered or supplied to the Agencyis listed in the Hazardous Substances List of the Regulations of the
Occupational Safety andHealthAdministration,or if the product presents aphysical orhealthhazard VirTra must include a Material Safety
Data Sheet(I1+ISDS)with delivery,or sh pment Each MUDS must reference the contxactfpurchase order number,and identify the`Ship To
Address".All shipments and containers must comply withthe labelingrequirements of Title 49,C ode of Federal Regulations by identifying
the hazardous substance,name and address ofmanufacturer,and appropriate hazardwamingregardingpotential physical safety andhealth
hazard.
S. SHIPPING AND RISK OF LOSS
Goods shall be packaged,marked and otherwise prepared by VirTra in suitable containers in accordance with sound commercial practices.
VirTra shall include an itemized packing listwith each shipment andwith each individual boat or package shippedto the Agency.The packing
list shall contain,without limitatiom,the applicable contractrelease purchase order number.
Unless otherwise specified in writing all shipments by VirTra to Agency will be F.O.B.point of destination.Freight or handling charges are
notbillable unless such charges are referenced onthe order.Transportationreceipts,ifrequiredby comtractrelease purchase order,must
accompany invoice.Regardless o8 F.O.B.point,VirTra agrees to bear all risks of loss,inury,of destruction to goods and materials ordered
herein which occur prior to delivery at Agency's destination;and such loss,injury or destruction shall notrelease VirTra from any obligation
hereunder.
9. INSPECTION AND RELATED RIGHTS
All goods and services are sulj act to inspection,testing approval and acceptance by the Agency.Inspection shall be made within prior to
ex ecuti on of the System Acceptance Checklist,shown in Ex hibit C.
In the event that V irTra's goods are not acceptedbyAgency due to a material breach by VirTra,VirTra shall be liable to remedy,repair,or
replace the raj acted goods.
The n&s and remedies of Agencyprovidedherein shall not be exclusive and are in addition to any other rights and remediesprovidedbylaw.
The acceptance by Agency of late or partial performance with or without objection or reservation shall not waive the right to claim damage for
suchbreachnor constitute awaiver ofthe rigtds or requirements for the complete and timely performance of any obligation remainingto be
performed by VirTra,or of any other claim,right or remedy of the Agency.
Agency's acceptance of the goods and services offered by VirTra hereunder shall be evidencedbyan authorized signature on ExhibitC.
10. ADJU SiMMENT BY COMPANY
The Agency reserves the right to waive a variation in specification of goods or services suppliedby VirTra.VirTra mayrequest an equitable
adjustment of payments to be made by Agency if Agencyrequires a change in the goods or services to be delivered Any claim byVirTra for
resulting adjustment of payment must be assertedwithin thirty(30)days from the date of receipt byV irTra of the notification of change
re quire d by A gency.
I I. INVOICING
VirTra shall invoice Agency on a periodic b asi�in accordance with the pricing set forth in Exhibit B of the Agreement.Invoices shall be seat
to the Agency customer or department referenced above or such other person or address as the Agency maypromde to V irTra,in writing from
time to time.Invoices for goods or services not specificallylistedinthe Agreement will notbe approvedforpayment
Invoices shall include:VirTra's complete name andremitto address;invoice date,invoice number,andpaymentterm;Agency contract
number;pricing per the Agreement;applicable tax es;and total cost.
VirTra and Agency shall make reasonable efforts to resolve all invoicing disputes within seven(7)days.
12. AVAILABILITY OF FUNDING
The Agency's obligation for payment of anyfees or char gas beyond the Irutial Term is contingent uponthe availability cffunding and upon
appropriation for payment to VirTra.
13. PAYMENT
The Agency's standard p aym ent term shall be Nat30,unless otherwise agreed tobythe parties.Payment shall be due thirty(30)days from the
date of re c eipt of each invoic e issued hereunder.
14. OTHER PAYMENT PROVISIONS
Notwithstanding anything to the contrary,Agency shall not make payments prior to receipt of service or goods(i.e.the Agency-will not make
"advance payments}.
Sales tax shall be noted separately on every invoice.Items that are not subj a ct to sales tax shall be c1 early i dentifie d
VirTra shall be responsible for payment of all state andfederal taxes assessed on the compensation received under this Purchase Order and
Page 20 of 29
VirTra
7970 5 Kyrene Road,Tempe,A2 85284 USA I TOLL FREE: 800.455.8746 PH, 480.968.1488 FAX, 480.968.1448 I VIRTRA.COM
such p aym ent shall be identified under V irTra's f ederal and state i dentifi cation numbef(s).
15. TERMINATION FOR CAUSE
Either party may terminate this Agreement or any contract release purchase order,in whole or in part,for cause uponthirty(30)days written
notice to the other party.Far purposes of this Agreement,cause includes,but is not limitedto,any of the following(a)material breach of this
Agreement or any contractrel ease purchase order,(b)violation by a party of any applicable laws or regulations;or(c)assigrnttent or
delegation by a party of the ri&s or duties under this Agreemeril withoutthe written consent ofthe other party.
In lieu of terminating immediately upon default the non defaultingpartymay,at its option,provide written notice specifying the cause for
termination and allow the defaulting party ten(10)days(or other specified time period in the written notice)to cure.If,within ten(10)days
(or other specified tune)after such notice has been given,the defaulting party has not cured the default to the reasonable satisfaction ofthe
non,defaulting party,or if the default cannot be reasonably cured within that time period,the ncn-defaulting partymay terminate this
Agreement at arty tim e thereafter.
16. TERMINATION FOR BANKRUPTCY
If V irTra is adjudged to be bankrupt or should have a general assigrxnent for the benefit of its creditors,or if are ceiver should be appointed on
account of V irTra's insolvency,the Agency may terminate thi s Agr eem ent unm e di ately without penalty.For the purpose of this S e cti on,
bankruptcy shall me an the filing of a voluntary or involuntarypetition of bankruptcy or similar relief from creditors,insolvency,the
appointment of a trustee or r ec elver, or any similar oc currerx a re asombly indic aing an imminent inability to perform sub starkally all of the
party's dude s under thi s Agr earn ent
17. DISPUTES
Ex c apt as otherwise pr ovi de d in thi s Agre ern ent,any di spate arising under this contr act that i s not disp osed of by age ern art shall b e subj e ct to
mediation and then binding arbitration
18. ACCOUNTABILITY
VirTra will be the prim arypoint of contact for the manufacturer, deliverer or any subcontractors and assume the responsibility of all matters
relating to the purchase,including those involving the manufacturer and deliverer or any subcontractor,as well as payment issues.If issues
arise,V irTra must tak e imm a diate acti on to c one ct or r esolve the i ssue s.
19. NO ASSI GNME NT,DE LE GATI ON OR SUBCONTRACTING WITHOUT PRIOR WRITTEN CONSENT
VirTra m ay not assign any of its rights,delegate any of its duties or subcontract any partion of its work or business under this Agreement or
mycontr act release purchase order without the prior written consent of Agency.Notwithstindingthe foregoing VirTramaytransferitrig<its
and obligations under this Agreement in c org unction with a sale of all or substantially all of VirTra's assets.
20. MERGER AND ACQUISITION
The terns of this Agreement will survive an acquisition,merger,divestiture or other transfer of rights involving VirTra In the event of an
acquisition,merger, divestiture or other transfer of rightsVirTramust ensure that the enquiring entity or the new entity is le gally r equire d to:
A. Honor all the terms riegotidedinths Agreement and any preacquisitionorpre-merger Agreement between VirTraandtheAgency,
includingbut not limitedto: a)established pricing and fees;b)product support andmaintenance until the contractisterminated;and c)no
price escalation duringthe tern ofthe Agreement.
B. If applicable,provide the functionality of the software in a future,separate or renamedproduct,if the acquiring entity or the new entity
reduces or replaces the functionality,or otherwise provide a sxbstanti ally similar functi onality of the current licensed product.The Agency will
not b e r equire d to pay any additional license or maintenance fee.
C. Give the Agency prompt writtennotic e following the closing of an acquisition;merger,divestiture or other transfer of ri ghts involving
VirTra
21. COMPLIANCE WITH ALL LAWS®ULATIONS
VirTra shall comply with all laws,codes,regulations,rules and orders(collectively,"Regulations')applicable to the goods andrar services to
be provided hereunder.V irTra's violation of thi s provision shall be deemed a m ateri al default by V irTra,giving Agency the right to terminate
the Agreement Ex ample s of such R e gul ati ons include but are not limite d to O ccup ational Safety and Health Act of 1970 and the standards and
regulations issued there under.V irTra agrees to indemnify and hold harmless the Agency for any loss,damage,fine,penalty,of any expense
whatsoever as are sult of VirTra's failure to comply with the act and any standards or regulations issued there under.
22. FORCE MAJEURE
Neither party shall be liable for failure of performance,nor incur any liability to the other party on account of any loss or damage resulting
from any delay or failure to perform all or anypart of this Agreementif such delay of failure is caused by events,occurrences, or causes
beyondthe reasonable control and without negigence ofthe parties.Such events,occurrences,or causes will include Acts of GodJNature
(includingfire,flood,earthquake,storm,hurricane of other natural disaster),war,invasion,act of foreign enemies,hostilities(whether war is
declaredor not),civil war,riots,rebellion,revolution insurrection,military orusurped power or confiscation terrorist activities,
nationalization,government sanction,lockout,blockage,embargo,labor dispute,strike,interruption or failure of electricity or
telecommunication service.
Eachparty,as applicable,shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the
inability.Each p arty must use best efforts to remedy the situation and remove,as soon as practicable,the cause of its inability to perform or
comply.
Page 21 of 29
VirTra
7970 5 Kyrene Road,Tempe,A2 85284 08A I TOLL FREE: 800.455.8746 PH, 480.968.1488 FAX, 480.968.1448 I VIRTRA.COM
The party asserting Farce M4ewge as a cause for nonperformance shall have the burden of proving that reasonable steps were taken to
minimize delay or damages caused by foreseeable events,that all non-excused obligations were substanti ally fulfilled and that the otherparty
was timely notified of the likelihood or actual occurrence which would justify such an assertion,so that other prudent pre cautions could be
cortemplate d
The Agency shall reserve the right to terminate this Agreement andrar any applicable order ar contract release purchase order upon
non-performance by VirTra The Agency shall reserve the right to extend the agreement and time for performance at its discretion
23. CONFLICTS OF INTEREST
VirTra shall comply, andrequire its Subcontractors to comply,with all applicable(r)requirements governing avoidance of impermissible client
conflicts;and(ir)federal, state and local conflict of interest 1 aws and r egul ations.In ac cepting thi s Agreement,VirTra covenants that it
pre sertly has no interest,and will not acquire any intere st,direct or indirect,financial or otherwise,which woul d c onflict in any m anner or
degree with the performance ofthis Agreement VirTrafurther covenants that,inthe performance ofthisAgreement,itwill not employ any
contractor or person having such an interest.VirTra,including but not limited to V irTra's employees and subcontractors.
24. INDEPENDENT CONTRACTOR
VirTra shall supply all goods andtor perform all services pursuant to tlris Agreement as an independent contractor and not as an officer, agent,
servant,or employee of Agency.VirTra shall be solelyresponsible for the acts andomissions ofits officers,agents,employees,contractors,
and subcontractors:if any.Nothing herein shall be considered as creating a partnership or j oint venture between the Agency and VirTra.No
person performing any services andlor supplying all goods shall be considered an officer,agent,Servant, or employee of Agency,nor shall any
suchpersonbe entitledto any benefits available or granted to employees ofthe Agency.
VirTra is responsible for payment to sub-contractors andmust monitor,evaluate,and accountfarthe sub-contractar(s)services and operations.
25. INSURANCE
At all times duringthe Term ofthis Agreement,VirTna shall maintaininsurance coverage commensurate with VirTra's obligations and
liabilities hereunder.
26. DAMAGE AND REPAIR 13Y CONTRACTOR
Anyand all damages causedbyVirTra'snegligence or operations shall be repaired,replaced or reimbursed byV irTra atno charge to the
Agency.Repairs and replacemerds shall be completed in a timely and expedient manner.The cleanup of all damage related to accider"or
intertionalrelease of anylall nonhazardous or hazardous material(e.g.hydraulic fluid,fuel, grease,etc.)from VirTra'svehicles or during
performance shall be the responsibility of V irTra.All materials must be cleaned up in a manner and time reasonably acceptable to Agency
(completely andimmediatelyto preventpotertial as well as actual environmental damage).VirTra must promptly report eachincidentto the
Agency.Damage observe d by V irTr a,whether or not re salting fi om V irTra's operations or negli gent a shall be pr omptly reporte d by V irTr a to
Agency.Agencymay,atits option,approve andfor dictate the actonsthat are inAgency'sbestinterests.
28. LIENS,CLAIMS,AND ENCUMBRANCES AND TITLE
VirTra represents andwarrarts that all the goods andmaterials ordered and delivered are free and clear of all liens,claims or encumbrances of
anykind Right of use to the material and supplies accepted shall pass directly from VirTra to Agency at the F.O.B.point,subj ect to the foot
of Agency to rq e ct up on inspe ction
29. INDEMNITY
Neither party shall not be liable for,and each party shall defend,indemnify and holdharmless the other party and the employees and agents of
the other party(collectively,the"IndemnifiedPaitied againstarry and all claims,demands,liability,judgments,awards,fines,mechanics'
liens or other liens,labor disputes,losses,damages,expenses,charges or costs of any kind or character,including without limitation attorneys'
fe es and c ourt c OAS(her einafter coll e ctively r of erred to as"Cl aim s'),related to and ari sing either dire ctly or in&ectly from any act, err or,
omission or negigence of a patty orits contractors,licensees, agents, servants of employees,exceptingof-Ay Claims c al-we dbythe sole
negligence or willfulne ss of aparty.A party shall r eimburse the other for all costs, attorneys'fees, expenses and li abilitie s incurr ed with
re spe ct to any liti gation in which a p arty is obligated to indemnify,defend and hol d harml e ss the other party as set forth her ein
30. WARRANTY;MAINTENANCE
VirTra shall provide the warranty andmaintenance services setforthinExhibitB to this Agreement Except as expressly set forth therein,
VirTra shall have no other maintenance or support obligations.
31. COOPERATION WITH REVIEW
VirTra shall cooperate with Agency's periodic review ofVirTra's performance.VirTra shall make itself available onsite to review the
progress of the project and Agreement,as requested by the Agency,upon re asonable advance notice.
32. NON-DISCRIMINATION
VirTra shall comply with all applicable Federal,State,and local laws and re gulations concerning nondiscrimination and equal opportunity in
contracting.Suchlaws include,but are notlimited to,the following Title V II of the Civil Riots Act of 1964 as amended,Americans with
Disabilities Act of 1990,and The Rehabilitation Act of 1973(§§503 and 504),VirTra shall not discriminate against any employee,
subcontractor or applicant for employment because of age,race,color,national origin,ancestry,religion, sex/gender,sexual orientation,mental
disability,physical disability,medical condition,political beliefs,organizational affiliations,of marital status in the recnutment,selectionfor
trairung including apprenticeship,hiring employment,utilization,promotion,layoff,rates ofpay or other forms of compensation Not shall
VirTra discriminate in provision of services provided under this Agreement because of age,race,color,national on gin,ancestry,religion,
sex/gender,sexual orientation,mental disability,physical disability,medical condition political beliefs,organizational affiliations,or marital
Page 22 of 29
VirTra
7970 5 Kyrene Road,Tempe,A2 85284 USA I TOLL FREE: 800.455.8746 PH, 480.968.1488 FAX, 480.968.1448 I VIRTRA.COM
status.V irTra's violation of This provision shall be deemed a material default by V irTra giving Agency a right to terminate the Agreement for
cause.
33. SEVERABILITY
Should any part ofthe Agreemen between Agency and VirTra or any purchase order be held to be invalid illegal,or unenforceable in any
respect,such invalidity,illegality,of unenfarceability shall not affect the validity of the remainder of the Agreement or any purchase ardor
which shall continue in full.force and effect,provided that such remainder c an,absent the ex ci se d p onion,be reasonably irrterprete d to give the
effect to the intentions of the parties.
34. NON-WAIVER
No waiver of abreach failure of anyconditim%or myrig�it orremedy corfainedin or granted by the provisions of thisAgreement will be
effective unless it is in writing and signed by Agency.No waiver of any breach,failure,ngM or remedy will be deemed a.waiver of any other
}reach,failure,rift,or remedy,whether or not similar,nor will any waiver constitute a continuingwaiver unless the writing signed by the
Agency so specifies.
35. USE OF COMPANY'S NAME FOR COMMERCIAL PURPOSES
VirTra may not use the name of the Agency or reference any endorsement from the Agency in any fashion for anypurpose,without the prior
express written consent ofthe Agency.
36. HEADINGS AND TITLES
The titles and headings in this Agreement are included principally far convenience and do not by themselves affect the construction of
interpr etati on of any provision in thi s Agre em er:4 not affect any ofthe rights ar obligations ofthe parties to thi s Agre em ent.
37. ENTIRE AGREEMENT
This Agreement and its Exhibits constitute the final,complete and exclusive statement ofthe terms ofthe agreement between the parties.It
incorporates and supersedes all the agreements,covenants and understandings between the parties concerning the subjectmatter hereof,andall
such agr eem ents,covenants and under standings have b een m erged into this A gre em ent N o prior or c ontempar aneous a fire em ent or
understanding verbal or otherwise,ofthe parties or their agents shall be valid or enforceable unless embodiedinthis Agreement..
38. EXECUTION&COUNTERPARTS
This Agre em ent m ay be ex a cute d in one or more counterparts,each of which will be considered an original,but all of whi ch together will
constitute one andthe same instrument.The parties agree thattlnsAgreement,its amendmerA and ancillary agreements to be enteredinto in
connection with this Agreement will be considered signed when the signature of a p arty is delivered a method described herein
39. NOTICES
All deliveries,notices,requests,demands or other communi cations provi de d for or requiredbythis Agreementshall be inwritingand shall be
deemed to have been given when sent by re gi stere d ar c ertifi e d m ail,return receipt requested;when seat by overnight carrier,or upon em ail
confirmation to sender of re c eipt of a facsimil a communi cation which is foll owed by a maile d har d c opy fr om sender.Each party m ay
designate their desired contact person and address by sending written notice to the other party,Lobe effective no sooner than ten(10)days after
the date of the notice.
40. SURVIVAL
Allrepreserdations,warranties,and covenants containedinthisAgreement,arinanyinstrumerd,certificate,exhibit,or other writing intended
by the parties to be apart of their Agreement,will survive the termination of the Agreement.
41. CONTRACT EXECUTION
Unless otherwise prohibited by law ar A genc y p oli cy,the parties agree that an electronic copy of a sign d c ontract, of an electronic all y si fined
corilract,hasthe same farce andlegal effect as a contract executedwith anoriginal ink signature.The term"electronic copyof a signed
contract"refers to a transmission by facsimile,electronic mail,or other electronic means of a.copyof anoriginal signedcontract in apartable
document format,The tern"electrorricallysigned cordract"means accntractthat is ex ecutedby applying anelectronic siguahe using
technology approvedbythe Agency.
42. AGENCY POINT OF CONTACT
Eachparty will identify a point of contact to facilitate the contractual relationship,be responsible and accountable for fulfilling the
requirements under the Agreement.Updated centactinfarmationfar each point of contact shall be provndedtothe other party from time to
time, as necessary.
43. THIRD PARTY BENEFICIARIES
This agreemerd does not,and is not intended to,confer any rights of remedies upon anyperson or entity other than the patties.
44. AUTHORITY
Eachparty executingthe Agreement onbehalf of such entityrepnesents that he or she is duly authorized to execute and deliver this Agreement
on the entity's behalf,including the entity's Board of Directors or Executive Director.This Agreement shall not be effective or binding unless
it is in writing and approve d by an authorized representative,as evidenced by their signature as set f otth in thi s Agreement.
Page 23 of 29
VirTra
7970 5 Kyrene Road,Tempe,A2 85284 USA I TOLL FREE: 800.455.8746 PH, 480.968.1488 FAX, 480.968.1448 I VIRTRA.C(M
45. DATA AND OWNERSHIP
All content generated or stored by the System that is related to the performance andacti-My of Agencypersarmel while using the System
(`Contend')shall be the sole and exclusive property of Agency.Agency acknowledges and agrees that the System provides certain Content
backup andverificationfeatures andthat preservation of the Content isthe sole and exclusive responsibility .dAgency.
Agency hereby grards V irTra a license to the C entent for purposes including but not limited to,measuring System performance and function,
System maintenance,calibration,data aggregationfortests,trainingresilts,measurements,etc.
46. CONFIDENTIAL INFORMATION
'C onfidenti al I reform ati ori'shall include all material non-publi c inf orm ati on,written or oral,disclosed,dire ctly or indirectly,through any
means of communication or observationto a party or anyof its affiliates or representativesbythe other party.Neither party shall,withoutthe
otherparty'swrittenpermission,use or disclose Confidential Information other than in the performance ofits obligations under this
Agreement All C onfidenti al Information shall remain the pr operty of the party that developed or legally acquired the C onfi dential
Inform ati on.N either p arty shall acquire an ownership inter est in the other p arty's C onfi dential Inform ati on by virtue of this Agreement.Each
party shall defend,indemnify and hold the other partyharmless against any clam,liability,loss,injury or damage arising out of,or in
connection with,the unauthorized use,access,andror disclosure of inform ati on by that party andfor its agerd.s,employees or sub-condractars,
excepting only 1 oss,irg ury or damage c aused by the sole negligence or willful misconduct cf p er sonnel empl oye d by the other party.
47. LIMITATION OF LIABILITY
Both parties'liability for damages to each other for any cause whatsoever, andregardless of the form of action whether in contractor in tart,
shall be limited to the greater of five lu ndred thousand dollars($500,000)or two(2)times the Total Agreement Value.For purposes of this
Section,"Total Agreement V alue"wnllmeanthe aggregate Agreementprice and anysubsequent amendmentsto this Agreement Inno event
will eitherpartybe liable tothe otherpartyfar anydirect, special,indirect,incidental,exemplary,punitive or consequential damages however
caused whetherforbreachofwarrardy,breach of contract,negligence,strict liability,tartorunder any other legal theory Thefaregoing
limitation of liability shall not apply to:(i)any indemnity and def ense obligations r el ate d to infringement of irdell ectual property,personal
injury, death,property damage;(n)willful misconduct,gross negligence,or fiaud;ar(iir)reasonable attorrrey's fees.
48. OWNERSHIP PROPERTY
Except as expressly set forth herein,Agency acknowledges and agrees that all rind,title, andinterest in and to the System(andthe intellectual
propertyrights associated therewith)provided to Agency under the terms and conditions of this Agreement shall,at all times,belongto V irTra
of V irTr a's partners,suppliers,and lic ensers.Nothing in this Agreement shall be construed or interpreted to confer any ownership inf ere st in or
to the System to Agency.N otwithstanding the foregoing V irTra may,in VirTrd s sole discretion,transfer ownership of the System to Agency
provided however,that no transfer of intellectual property shall be inferredby such a transfer and continued use of the System after
transference is permitted only by means of a continuing license from V irTra
49. TAXE S
Sales tax,end user tax,passthroughtax,value-addedtax(VAT),transaction privil e ge tax, cons mptiontax, customs tax andror duties are the
soleresponsibilityof the Buyer,and Buyer agrees to reimburse S ell arfor all applicable taxes that Sellerisre quire dto collect,regardless of the
tax amount being excludedfromVirTra's quotes or Buyer's Purchase Orders
50. TAX EXEMPTION
Buyermustprovide Sellerwith a correct,valid and signedtax exemptioncertificate applicable to the specific goods and services purchased,
relevant to the end use location,prior to Seller invoicing If an invalid tax exemption certificate i s re ceive d or no tax ex empti on certificate is
received itwll be the responsibilityofthe Buyer to pay all requiredtaxes.Additionally itwill beBuyer'sresponsibilityto obtain anytax
refunds p ermitte d if S eller has collected and remitted taxes to a taxing authority.
E xhib it B
Maintenance and Support Agreement
Duringthe term ofthe Agreement,and promdedthatAgencyis in material compliance withthe terms and conditions setforthinExl-bitB,
VirTra includes the following maintenance and support at no additional charge.Notwithstanding the foregoing warranty and support maybe
ex cluded for any and all equipment damaged or destroyed by improper use or misuse in which case,additional charges may apply.
1:V irTra System Technician on installation site onetime during Plan Year to perform the following functions as needed and if applicable.
*Annual site vi sits only available on C ordracts with the V irTr a V-18 0 or V-3 00 Simulator Systems in Exhibit D.
41 Upgrade V irTra OperatingSystem(V OS)Features l
■Install new V inTra training scenarios2
*CleanComputer,Morntar&Keyboard
•P en°orm C omputer D iagnosti c s
•CleanSimulator Screens
•Upgrade to most current base library
*Recalibrate System
Page 24 of 29
VirTra
7970 5 Kyrene Road,Tempe,AZ 85284 USA I TOLL FREE: 800.455.8746 PH, 480M9 13_1488 FAX, 480.968.1448 VIRTRA.COM
•Inspect Refill Station&Regulatar
•R ec onditi on&Test Recoil Kits
■Zero all Laser$asedItems
■Test Threat-FireTu Devices for Proper Functionality
*Test OC&Taser DevicesforProperFunctionality
•Inspect&Test Speakers and.SoundFX
•Provide a List of Inspected Items
•Provide User Refresher Training
2:Parts andLabcr in the event of a non functaorung system or accessory.3
3:Use of VirTra's Advance Replacement Program.4
4:Telephone Suppartbetweenthre hours ofSAM and5PM AZ Time. After Hours Support cans retumed between 3AM and 9AMthe
following day.
5:Simulator ComputerandProjector Upgrade after five(5)years of deployment and if Contract renewal into sixthyearof'service.Other
el a ckronic s and hardware to b e upgraded at V irTra's discretion
6:Travel expenses if aV ifTra technician must travel to customer location
7:Overrught Shipping on all replacement or repaired parts
8:Remote Assistance$
1—Virlra Operating Software Version (VOS 4)will be automatically upgnded to the most current 4.XX XX release during Annual visit.Hardware
mustbe supported by the new release and have enough hard drives pac e available on the system
2—Agencywill receive the most currentbase library at the time oftheir anrual service visit. Not all training scenarios maybe compatible with
Agency's systam and,accordingly,no guarantee of additional scenarios is provided.
3—I AS ER X26 blue handle units found tab a defective will be replaced with laser s im cartridges and customer will be required to supply working
IAS ER handle.
4—Limited Quardities and not available for all components.
5—Where Available.
6—Agenucyrmrst allow remote access to System.
Exhibit C
Service Upgrade Checklist
As needed:Add New Computers, New Projectors,Computer Rack,New Instructor Station,Tracking System,RE-Laser Input
Devices,Update Scenario Library
Inquire on what projectors are on site to ensure the correct bulbs are included
Inquire on hard drive capacity andtype to ensure adequate replacementsare included asneeded
Check and replace projector bulbs(annually,after 900 hours have been put on the bulbs)
Clean computer(s),keyboard,monitors)
Computer diagnostics:remove unnecessary programs,de-fragment if HDD is used,verify hard drive space available and type
Test all Weapon Kits and Wireless Accessories
Ensure manuals are correct for System/Accessories
Check sizes of Content folders(LE,MIL,and VSAfolders)
Take pictures of front and rear of stack
Take pictures of disassembled kits
Verify types and serial numbers of all kits on site
Clean simulator screens
Install UrTra Operating System(VOS)updates(if applicable)
Re-calibrate system-verify and mitigate onsite IR devices.
Verify Shot Tracking and any anomalies
Recondition recoil kits to ensure properfunction.Test batteries and sealsro-rings.Verify Tracking pulse length and input serials
into VOS.
Inspect Refill Station to ensure optimal performance,identify any 002leaks.align refill blocks as needed
Verify CO2 tank type.
Test Threat-Fire devices for proper functionality and connectivity to system
Test OC and Taser device sfor properfunctionality and accuracy.
Check battery level on Taser and advise if replacement needed.
Inspect andTest Speakers: ensure all speakers are producing output on Master and Cluster machines.
Test volume balancing and sound equalization.
Provide refresher training for customer.-
Observe customers start/use/shutdown procedures and verify correct process.
Address questions on basic operation and maintenance.
Review proper startup and shutdown procedures
Addinglconfiguringlzeroinglre mov in g we apons
Configuring traineesRrainee sets
Page 25 of 29
VirTra
7970 5 Kyrene Road,Tempe,A2 85284 USA I TOLL FREE: 800.455.8746 PH, 480.968.1488 FAX, 480.968.1448 VIRTRA.COM
Accessory controller use with M-16 kits and Threat Fire devices.
Inspect and replace the Refill Station nozzle seal,if needed.
Provide customerwith a list of inspected items
Exlvb it D:
Services,Equipment,and Pricirg Summary
V-ATCC-5-STEP VirTra Advanced Trainer Certification Course 2.00
VVICTA-01 VirTra Virtual Interactive Coursevwrk and Training AcademyT 1.00
V-30OLE-1 VirTra 300 LE(w11 yea rwananty) 1.00
VATU-TP-300 Training Platform(V-300 Systems) 1.00
VHU-BS-300 Borderless Screens(V-300 Systems) 1.00
VATU-SE Enhanced Sound Effects 1.00
VATU-TMAR Trainee Monitcrand Recording 1.00
TRK-P226 Tetherless-Sig Sauer P226 2.00
TRK-P226-MAG Tetherless-Sig Sauer P226-Magazine 4.00
VV SA-P226-AP Tetherless-Sig Sauer P226-Adapter Plate 1.00
VATR-M16 VirTra Tetherless-Advanced AR15+M16 2.00
VATR-MU-MAG VirTra Tetherless-AdvancedAR15+MI6-Magazine 2.00
VWSA-VATRM1frAP VirTra Tetherless-AdvancedARINMI6-Adapter Plate 1.00
VTRK-GI7-RK VirTra Tetherless-Gluck 17 4.00
VVVSA-VfRKG17-AP VirTra Tetherless-Gbck 17-Adapter Plate 1.00
VTRK-GI7-SM VirTra Tetherless-Gluck 17-Standard Magazine 8.00
VTRK-G22 VirTra Tetherless-Gluck 22 4.00
VTRK-G22-MAG VirTraTetherless-Glock22-Magazine 8.00
VWSA-G22-AP VirTra Tetherless-Glock22-Adapter Plate 1.00
VATU-LL-TLRI Low Light-Training-TLRI 1.00
VATU-FLT-G2X Advanced Handheld Flashlight 2.00
VATU-TFII VirTra Threat-Firer" 3.00
VNLW-TASX25P X26P TASER& 2.00
VNLW-OCC-MK3 DO Canister-MK3 1.00
VLSI-40MM-LSR Laser Insert-40mm 1.00
VLSI-SH G Laser I nsert-S hotgu n 2.00
VWSA-WS Wireless Station 1.00
VWSA-RFS Refill Station 1.00
$40,636.98
Page 26 of 29
Exhibit C
Sole Source Letter
VirTra
7070 S Ky rena Road,Tempe.AZ 85284 USA I TOLL FREE, 800.455.8746 PH: 480.9681468 FAX! 480.968.1448 1 WWW.VI RTRA.CCM
March 41h 2021
For the purposes of creating a sole source justification for Virl'ra inc's line of simulators,the following details regarding
specific applications should he considered:
VirTra has been developing and producing a proprietary simulation system and software using multiple screens and real video
for small arms and use of force training since 2001.Based upon our research,Virlra is the only manufacturer of firearms
simulation equipment and proprietary software to incorporate real and interactive video seamlessly displayed and fully
interactive across all screens at the same time. Video based characters and laser tracking equipment can be engaged and
detected on each of the screens of the simulator at the same time or in series of events that trigger others to occur on different
screens.
In addition,VirTra invented the Threat-Fire—Device and is the only manufacturer of this equipment throughout the world.
VirTra has been awarded a 11_S Patents(#8,016,594,#8,2 67,691)for the Threat-Fire device and is the only simulator
company that can produce or sell any device using electronic impulses to simulate consequences during screen-based
simulation training. Ili e Ilireat lire device can be added to any and all VirTra simulators after the initial purchase and at a
later date.
Vir'I'm has been awarded US Pate nt#10,438,503,which relates to Vir'lr i s TAS1;ki�}cart ridge kits.Vii-Tra is the only
company in the United States that can produce or sell a specially triggered training cartridge for the TASIiR line of products by
Axon,the global leader in connected public safety technologies.The patent covers VirTr-a s proprietary method of reliably
triggering the training device based on the uniquc acoustic sound produced by a TASEiR(lend ucted Hncrgy Wcapori s(IIEW)
electrical arr.lbis innovation allows trainees to deploy the cartridges from a real l'ASl?R CEiW during simulation training and
avoid high-voltage feedback It also allows trainees to practice with a TASER CEW's"ARC"and/or"Re-ARC"functions,which
increases the realism of each training session.By using a live CE W while training in Vit'l'ta's simulators,trainees are able to
improve their technique and develop pro per habits that carry into real world situations.The patent applies to both legacy
units and the latest multi-cartridge systems used for the TASER X2 air TASER 7 weapons.
"TASER CEWs have been classified as'less-lethal'devices,and as such,require the same type of high quality,judgmental use-
of-force simulaticti training as lethal devices like firearms,"said Lon Bartel Director of Training and Curriculum at VirTra."By
combining live l'ASIsR CF.W and Vh-Tra training cartridges with Vir['a a's simulators and library of content,trainees have an
opportunity to develop critical decision-making skills when under stress as well as furlherdevelop safe weapon handling by
practicing the removal and replacement ofcartridges during simulations that escalale."
VirTra has been awarded US Paten t#10,436,539.which relates W mechanical malfu nction ofreal firearms used in
simulation training.V irTra is the only company in the United States that can produce or sell a specially designed kit that
affordably converts a live firearm into a safe and reliable training tool that can simulate mechanical malfunction alld therefore
increase realism.lllis patent addresses the growing need to safely,affordably,and accurately reproduce the intricacies of real
firearms for training purposes.Patent 10.436,539 expands VirTra's growing library of intellectual property related to
affordably converting real f.run rms(whether pistol or rifle)into suitable training tools that can be used in realistic simulation
training without the expense or hassle of modifying the original firearm.
Virl'ra has created a proprietary software package called V-Author'-.11c V-Author software allows for the creation of uniquc
training content that can only be used on the Vir fra line of simulation equipment-The V-Author software is the only known
software allowing for the creation and display of real video-based assets on multiple,seamless screens where all are
interactive.V-Author software and scenarios can be added to any and all VirTra simulators after the initial purchase and at a
later date as requested by the customer.
Virlt a's—Virtual Interactive Coursework Training Academy"(V-VICTA)-delivers a program specifically for law enforcement
departments that are designed to Teach,Train,Test and Sustain from an all-in-one solution.This program provides a
nationally recognized certified curriculum and interactive virtual coursework that was developed exclusively with nationally
recogmyed partnerships.Combined with Virl'ra's simulators,V-VICTA provides law enforcement departments all the
necessary tools to instill proper training and knowledge transfer to its studenis that is not available anywhere else.
WNJWVIRTRA3',QM
Page 27 of 29
For over 28 years.VirTra has been an interactive partner for de-escalation,active shooter,judgmental use of force,situational
awareness and firearms training for law enforcement,military,and educational markets.With V-V ICTA",we've developed an
easy turn-key Iraining program to provide and support law enforcement training programs in an efficient and cost-effective
manner.
VirTra has ensured the integration of what the leading science discovers about Simulation and adult learning is woven into all
of our material to help maximize the effects of training time and increase abilities learned in the scenarios.Please contact us
for information about how to integrate V-VICTA into you r department's training environmeat.
As of the date of this letter,VirTra's V-VICTA includes the following nationally terrified courses with the VirTra Simulation
i'mducts_
Contact&Cover Concepts:18119-1807 Active Threat/Active Killer(ATAK).Basic Principles-
Human Factors in Force Encounters: 18120-1808 (Module 1):19216-19 10
Injured Officer Hun4yun Manipulation:18122-1808 Weapon Transitions:20228-2003
Tourniquet Application under Threat:18123-1809 lburniquetApplicution Uncle rThreat 11.2 02 2 7-2 0 02
T'aser Targeting:1812 Cr 1809 Special Populations:Autism:2 0241-20US
High Risk Vehicle Stop:Communicatian to Custody:18171- De-Escalation Mstelar):2 0 2 54-2 0 08
1901 Crisis De-Escalation:20276-2011
Mental illness Training.A Practical Approach.-20246-2007
The Advanccd Training Certificarion Course(ATCC)course includes the following accreditation:
Simulation Science.Foundations of Simulated Event Module 1:19 172-19 01
Gap Analysis and TroukleshootiW:19175-1904
Fundamentals of V-Marksmanship:19176-1907
VirTra Advanced V-Marksmanship:19185-1906
In summary:
■ VirTra Simulators have the exclusive ability to simulate return fire and cousequences,with our patented Threat-
Fire-device,delivering electrical impulses to the trainee.
• VirTra is the only company in the United States that can produce or sell a specially triggered training cartridge for the
TASI:R line of products by Axon,the global Icaderin cannected public safety technologies.
■ VirTra is the only company in the United States that can produce or sell specially designed ldt that affordably
converts a live firearm into a safe and reliable training tool that can simulate mechanical malfunction aard therefore
increase realism
■ VirTra Simulators seamlessly display real and completely interactive video across all multiple and interconnected
%crCens_
■ VirTra Simulators use an automatic'table top'refill station with a liquid compression pump to recharge the liquid
C 0 2 propellant used in the tether-less recoil systems. 'Me refill station uses Adapter Plates custom made to fit specific
magazines.
■ `1 he Virl'aa V-Author"scenario software can only he used on VirTra Simulators.
■ The VirTra V-VICTA""coursework offers over 80 hours of nationally approved and certified training curriculum
available with the Vir`Y a Simulation Products
■ VirTra Inc.is the only ma nufacIurerof simulation equipment that offers an Upgrade Path
VirTra is the only responsive and responsible source for the above-mentioned equipment and capabilities as they relate to
incorporationwitIt the VirTra V-300-LE equfpment.This statement is supported by market research and exclusively fulfills the
needs of the purchaser.VirTra Systems is the only manufacturer and directly offers the patented Threat-Fire`",the patented
VirTra TASF.I1qD cartridge kits and mechanical malfunction kit for use in real firearms,V-Author"scenario software,V-
V ICTA-coursework and other products referenced in herein.
Ryan Bray
Dire or of US Sales,Viffra Inc.
WlWWARTRA.COM 2 rf 2
Page 28 of 29
Exhibit D
Conflict of Interest Questionnaire
CONFLICT DF INTEREST QUESTIONNAIRE FORM CIQ
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