HomeMy WebLinkAboutContract 57607 Contract#
CSC No.57607
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement("Agreement") is entered into by and between Lenco Industries,
Inc.and the City of Fort Worth,("City"),a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order
of precedence in which they are listed:
I. This Cooperative Purchase Agreement;
2. Exhibit A—City's Terms and Conditions;
3. Exhibit B--Vendor Quote, Scope of Services or Purchase Order;
4. Exhibit C—Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); and
5. Exhibit D—Conflict Interest Questionnaire
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.Vendor agrees to provide City with the services and goods included in Exhibit B
pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto.
In the event of a conflict between Exhibit A—City's Terms and Conditions,Exhibit B—Vendors Quote, and
Exhibit C—[Cooperative Agency Contract],then Exhibit A—City's Terms and Conditions shall control, but
only to the extent allowable under the [Cooperative Agency Contract].
City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for a one(1)time purchase by
the City shall be in the amount not to exceed Three Hundred Sixty Eight Thousand Two Hundred and
Thirty Six dollars and Twenty Five Cents($368,236.25).Vendor shall not provide any additional items or
services or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City shall not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement shall begin on the date signed by the Assistant City Manager and ending
on one year from the date signed by the Assistant City Manager.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when(1)hand-delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission. or (3) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows: -
To CITY: To VENDOR:
City of Fort Worth Name of Vendor—Lenco Industries,Inc.
Attn: Dana Burghdoff Attn:Jim Massery
200 Texas Street Address:
Fort Worth,TX 76102-6314 10 Betnr Industrial Drive
Facsimile: (817)392-8654 Pittsfield,MA 01201
With copy to Fort Worth City Attorney's Office at Facsimile: 413.445.7865
same address
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
'amm&`Alj4a By signing I acknowledge that I am the person
By: Dana Burghdoff(M 23,202 2:3�6CDT) responsible for the monitoring and administration
Name: Dana Burghdoff of this contract, including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date:
APPROVAL RECOMMENDED: By: O
Name: Chis Means
Title: Assistant Property Mgmt Director
By: 71 7 ,` May 23,202215:55CDT) APPROVED AS TO FORM AND LEGALITY:
Name: Steve Cooke
Title: Property Management Director
ATTEST: By: lt
�_hrin°pher A tria Way 23,202216:35 CDT)
Name: Christopher Austria
Title: Assistant City Attorney
By: —4;!ftetteS.G-1A(May 23,20222 CDT) CONTRACT AUTHORIZATION:
Name: Jannette Goodall ga44nnn� M&C: 22-0164
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Title: City Secretary ,4 p° oo*a 1295: 2022-851695
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Lenco Industries, Inc.
Digitallysigned by Lea Bartini
By: Lea Bartini �e002022.05.1609:28:19
Name: Lea Bartini
Title: Contract Manager
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
CITY OF FORT WORTH,TEXAS
STANDARD PURCHASING TERMS& CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers,agents,servants,authorized employees,Sellers and subSellers
who act on behalf of various City departments,bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Contractor(s), Vendor(s) supplier, or other provider of goods and/or services, its
officers,agents,servants,employees,Sellers and subSellers who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth(the"City")may be requested by a member
of the public under the Texas Public Information Act. See TEx. GoVT CODE ANN. §§ 552.002,
552.128(c)(West Supp.2006). If the City receives a request for a Seller's proprietary information,
the Seller listed in the request will be notified and given an opportunity to make arguments to the
Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its
information may not lawfully be released.If Seller does not make arguments or the AG rejects the
arguments Seller makes,Seller's information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTERF,ST IN CONY A .TS
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)
5.0 ORS
5.1 No employees of the Buyer or its officers, agents, servants, Sellers or subSellers 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.
5.2 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.
6.0 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.
7.0 SHIPMENT UNDER RESERVATIONPROHIBITF.D
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.
$A 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.
9.0 DELIVERY TERMS AND T ANSPORTATION CHAR : .S
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed,unless delivery terms are
specified otherwise in Seller's proposals.Buyer agrees to reimburse Seller for transportation costs
in the amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted
delivery terms do not include transportation costs;provided,Buyer shall have the right to designate
what method of transportation shall be used to ship the goods.
10.0 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.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods at Lenco's factor in Pittsfield, MA or through a
compliance remote option 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.
12.0 TNVOICES
12.1 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.
12.2 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.
13.0 PRICE WARRANTY
13.1 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
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.
13.2 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 amountthereof.
14.0 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 shallgovern.
15.0 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.
16.0 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 City may not use or share this software without permission of the Seller; however
Buyer may make copies of the software expressly for backup purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUALPROPERTY
17.1 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 thisAgreement.
17.2 SELLER shall be liable and responsible for any and all claims made against the City
for infringement of any patent,copyright,trademark,service mark,trade secret,or
other intellectual property rights by the use of or supplying of any Deliverable(s) in
the course of performance or completion of,or in any way
connected with providing the services,or the City's continued use of the Deliverable(s)
hereunder.
17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City for
infringement of any patent,copyright,trade mark,service mark,trade secret,or other
intellectual property right arising from City's use of the Deliverable(s), or any part
thereof,in accordance with this Agreement,it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if the City modifies or misuses the
Deliverable(s). So long as SELLER bears the cost and expense of payment for claims
or actions against the City 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,City shall have
the right to fully participate in any and all such settlement,negotiations,or lawsuit as
necessary to protect the City's interest,and City agrees to cooperate with SELLER in
doing so. In the event City, for whatever reason, assumes the responsibility for
payment of costs and expenses for any claim or action brought against the City for
infringement arising under this Agreement,the City shall have the sole right to conduct
the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim;however,SELLER shall fully
participate and cooperate with the City in defense of such claim or action.City agrees
to give SELLER timely written notice of any such claim or action,with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing,the City's
assumption of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify the City under this Agreement.If the Deliverable(s),or any part thereof,is
held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise,such use is materially adversely restricted,SELLER shall,
at its own expense and as City's sole remedy,either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make themrt
non-infringing,provided that such modification does not materially adversely
affect City's authorized use of the Deliverable(s); or (c) replace the Deliverables)
with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to SELLER,terminate this Agreement,and refund
all amounts paid to SELLER by the City,subsequent to which termination City may
seek any and all remedies available to City under law.
18.0 OWNERSHIP OF WORK PRODUCT—INTENTIONALLY OMITTED
19.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the "Network").
If Seller requires access, whether onsite or remote, to the City's network to provide services
hereunder,and the Seller is required to utilize the Internet,Intranet,email, City database,or other
network application,Seller shall separately execute the City's Network Access Agreement prior to
providing such services.A copy of the City's standard Network Access Agreement can be provided
upon request.
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 TF. MINATION
The performance of work or purchase of goods under this order 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 performance of work or the goods 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. Upon receipt of written Notice of Termination by Buyer,Seller shall stop performance
and Seller shall be entitled to receive just and equitable compensation for work in progress,work
completed,and raw materials purchased prior to the effective date of termination.
22.0 ASSIGNMENT/D .L. .GATION
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 WAIV{.R
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
applicable proposal documents published by the Buyer and Seller's Response to such proposal
(the"contract documents").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, the Buyer's published proposal documents and the Seller's response. If Buyer and
Seller have otherwise negotiated a contract,this Agreement shall not apply.
26.0 APPLICABLE LAW/VFENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
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(SI
Seller shall operate hereunder as an independent Contractor(s)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, Sellers and sub-Sellers.The doctrine
of respondeat superior shall not apply as between Buyer and Seller,its officers,agents,employees,
Sellers and subSellers.Nothing herein shall be construed as creating a partnership or joint enterprise
between Buyer and Seller,its officers,agents,employees, Sellers and subSellers.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 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.
28.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY(ALSO REFERRED
TO AS 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'S BUSINESS,AND ANY RESULTING LOST PROFITS)PERSONAL
INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,AND DAMAGES
FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF
SELLER,ITS OFFICERS,AGENTS,SUBCONTRACTOR(S)S,SERVANTSOR
EMPLOYEES.
29.0 S +. E, ABI .ITY
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.
30.0 FISCAL FUNDING LIMITATION
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. Buyer confirms that funding has been appropriated for the purchase of the
goods under this contract.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to
have been delivered three(3)business days following the day such notice is deposited in the United
States mail,in a sealed envelope with sufficient postage attached,addressed to Purchasing Manager,
City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102.Notices to
Seller shall be conclusively determined to have been delivered three (3) business days following
the day such notice is deposited in the United States mail, in a sealed envelope with sufficient
postage attached, addressed to the address given by Seller in its response to Buyer's invitation to
proposals. Or if sent via express courier or hand delivery, notice is considered received upon
delivery.
32.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17,Article III,Division
3 ("Employment Practices"),of the City Code of the City of Fort Worth(1986), as amended,and
Seller hereby covenants and agrees that Seller,its employees,officers,agents,Sellers or subSellers,
have fully complied with all provisions of same and that no employee, participant, applicant,
Contractor(s)or subContractor(s)has been discriminated against according to the terms of such
Ordinance by Seller,its employees,officers,agents,Contractor(s)or subSellers herein.
33.0 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 City, Seller shall provide City with Federal EEO-1 forms upon request by the City to
verify employment..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 CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Seller, shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
34.0 HEALTH.SAFETY.AND ENViRONMENTAL.REOUTREMENTS
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.
35.0 RIGHT TO AUDIT
Seller agrees that the Buyer,or Buyer's authorized representative,shall,until the expiration of three
(3)years after final payment under this contract, and at no additional cost to Buyer,have access to
and the right to examine and copy any directly pertinent books, computer disks, digital files,
documents, papers, and records of the Seller involving transactions relating to this contract,
including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees
that the Buyer shall have access, during normal working hours, to certain Seller facilities agreed
upon in advance between Buyer and Seller and shall be provided adequate and appropriate
workspace,in order to conduct audits in compliance with the provisions of this section.The Buyer
shall give Seller reasonable advance written notice of intended audits, but no less than ten (10)
business days.
36.0 DISABI .ITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subSellers will not unlawfully discriminate on the basis of disability
in the provision of services to general public, nor in the availability, terns and/or conditions of
employment for applicants for employment with,or employees of Seller or any of its subSellers.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 subSellers against Buyer arising out of Seller's and/or its
subSellees alleged failure to comply with the above-referenced laws concerning disability discrimination
in the performance of this agreement.
37.0 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 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.
38.0 PROHIBMON ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAF1,
If Seller has fewer than 10 employees or the Agreement is for less than$100,000,this section 31 does not
apply.Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum,
Seller certifies that Seller's signature provides written verification to City that Seller:(1)does not boycott
Israel;and(2)will not boycott Israel during the term of the Agreement.
39.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code,as added by
Acts 2021,87th Leg.,R.S.,S.B. 13,§2,the City is prohibited from entering into a contract for goods
or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of
the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it:(1)does not boycott energy companies;and(2)will not boycott
energy companies during the term of the contract. The terms"boycott energy company" and
"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,
as added by Acts 2021,87th Leg.,R.S.,S.B. 13,§2. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement,by signing this Agreement,Contractor certifies that Contractor's
signature provides written verification to the City that Contractor:(1)does not boycott energy
companies;and(2)will not boycott energy companies during the term of this Agreement.
40.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
as added by Acts 2021,87th Leg.,R.S.,S.B. 19, § 1,the City is prohibited from entering into a contract
for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public
funds of the City with a company with 10 or more full-time employees unless the contract contains a
written verification from the company that it:(1)does not have a practice,policy,guidance,or directive
that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate during
the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,"
"firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 19,§ 1. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,
Contractor certifies that Contractor's signature provides written verification to the City that Contractor:
(1)does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or
firearm trade association;and(2)will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
LEN® EXHIBIT B Quotation: 20596D
Protecting ORr Natkm's Def enters— Customer Code: F0004
10 Betnr Industrial Drive—Pittsfield,MA 01201 Quotation Date: 1/4/2022
PH(413)443-7359—FAX(413)445-7865 Lenco Tax iD#: 04-2719777
Repeat Customer: Yes [] No p
Bill To I Ship To
Fort Worth Police Department Fort Worth Police Department
511 W.Felix Street 511 W.Felix Street
Fort Worth,TX 76115 Fort Worth,TX 76115
Payment Terms Shipping Terms Ship Via
Net 30 Days FOB:Destination Common Carrier
Estimated Completion Inhouse Contact Inspection&Acceptance
TBD Jim Massery At Lenco's Facility in Pittsfield,MA
Item: Product# Qty Unit Price Extension
Lenco BearCat BC55003 l S 200,704.00 S 200,704.00
Paint Color:Lusterless Black 18-342
LED Lights:Red&Blue
bons:
BearCat G3 4-Wheel Off-Road Upgrade Pk w/Run-Flats BC3WOFFRD 1 $ 34,958.00 $ 34,958.00
Diesel Engine,6.71-Turbo BCDLEN 1 $ 8,859.00 $ 8,859.00
Hydraulic Front Mounted Receiver with Ram Post and Plate BCHYDRAM t $ 12,479.00 $ 12,479.00
Electric Power Mirrors BCMIR 1 $ 1,508.00 $ 1,508.00
Hi Intensity Driving Lights in Front Bumper BCHIDL 1 5 1,340.00 $ 1,340.00
Roof Mounted Remote Control Spot Light-LED BCSLLED 4 4 1,404.00 $ 5,616.00
Radio Prep Package,(1)Max(2) BCINSRA I h 502.00 $ 502.00
Rear A/C-Heating System:High Capacity Upgrade BCHACUP t % 7,182.00 $ 7,182.00
AC-DC Power Inveter with Auto Eject BCINV2000 1 S 6,387.00 $ 6,387.00
360 Camera System BC360DEG I $ 4,422.00 $ 4,422.00
Take Down Light(Bumper Mounted) BCTDL I $ 1,853.00 $ 1,853.00
Spec Rest Sniper System BCSRESTSS I $ 1,980.00 $ 1,980.00
Extreme Heat Reducing Insulation&Sound Reduction Pkg BCEXHT 1 $ 3,044.00 $ 3,044.00
Weapons Mounts BCWMT b $ 200.00 $ 1,200.00
Armored Oil Pan Guard BCAOPG l $ 1,936.00 $ 1,936.00
Protective Window Screens-Automatic BCPWSA 1 $ 8,981.00 $ 8,981.00
Rear Tow Hitch Receiver W/Winch Power BCRTOWRWP 1 $ 1,256.25 $ 1,256.25
BearCat UV Ray Protective Cover BCUVPC t $ 2,428.00 $ 2,428.00
G3/G4 Spare Tire with Run-Flat BC40STRF 4 $ 4,954.00 $ 19,816.00
Roof Mounted Alley Lighting-(1)Max(4) BCRMAL -t $ 2,213.00 $ 8,852.00
Intercom System;Inside to Outside BCINT 1 $ 2,871.00 $ 2,871.00
2 Rear Area Electric Fans BC2RELFAN 1 $ 300.00 $ 300.00
VSP Style Low Profile&Scene Li2ting Pkg BCVSPL 1 $ 4,068.00 $ 4,068.00
(1)7"Vertical GunPort Upgrade BCGP7 8 $ 152.00 $ 1,216.00
4-Door Configuration BC4DR 1 $ 7,858.00 $ 7,858.00
Ballistic Skip Round Shield JBCBSRS 2 $ 1,936.00 1 $ 3,872.00
Exterior Equipment Storage Compartment(Armored/Paddle Lock) JBCSCOMP 1 $ 3,020.00 1 $ 3,020.00
LRAD T-Lock Mount IBCLTM 1 $ 1,628.00 $ 1,628.00
BearCat(Configuration Subtotal) I I I S 360,136.25 S 360,136.25
Notes: Subtotal S 360,136.25
Cooperative Purchasing available through H-GAC contract AM 10-20. Shipping&Handling $ 8,100.00
Tax $ -
Total Order S 368,236.25
WARNING: Information Subject to Export Control Laws
The written approval of the Directorate of US Defense Trade Controls and Lenco Industries,Inc.must be obtained before reselling,transferring,transshipping or
disposing of a defense article to any end user,end use or destination other than as stated on this Lenco quote or the shipper's export declaration in cases where an
exemption is claimed under this subchapter ITAR 123.9(A).
Acceptance of this quotation or entering into a purchase agreement with Lenco,the purchaser agrees to Lenco's full Terms and Conditions of Sale,available upon
request. This quote will be valid for 90 days.
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ACCEPTANCE OF PROPOSAL—
Authorized AuthorizedaddtJt�
Signature: Signature: ►--
Please Sign and Return Jim Massery
Thank You
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DocuSign Envelope ID:9FE852A7-6801-4E3E-BE8F-502387041AOE EXHIBIT C
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 - 3555 Timmons • Houston,Texas 77227-2777
Cooperative Agreement-Lenco Industries,Inc.-Public Services-
SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do,hereby agree to the
Special Provisions as follows:
ARTICLE 1- BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated
into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal.
ARTICLE 2: END USER AGREEMENTS ("EUA")
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement("EUA)with the
Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC
Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's
terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or
conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that
termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying
EUA,which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the
terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any
new EUA with END USERS.Applicable H-GAC order processing charges will be due and payable to H-GAC
on any EUAs, surviving termination of this Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement,
Contractor develops a regularly followed standard procedure of entering into agreements with other
governmental customers within the State of Texas, and offers the same or substantially the same
products/services offered to H-GAC on a basis that provides prices,warranties,benefits, and or terms more
favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten(10)business days
thereafter, and this Agreement shall be deemed to be automatically retroactively amended,to the effective date
of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices,
warranties,benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.
H-GAC shall have the right and option at any time to decline to accept any such change, in which case the
amendment shall be deemed null and void. If Contractor claims that a more favorable price,warranty,benefit,
or term that was charged or offered to another entity during the term of this Agreement, does not constitute
more favorable treatment, than Contractor shall,within ten(10)business days,notify H-GAC in writing,
setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment.
H-GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation
and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective
retroactively,to the effective date of the most favored agreement,to provide the same prices,warranties,
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benefits,or terms to H-GAC and the END USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,
Proposer or contractor, which are not within bidder'slproposer's control[example,a manufacturer's bid
concession], or to any prices offered to the Federal Government and its agencies.
ARTICLE 4: PARTY LIABILITY
Contractor's total liability under this Agreement,whether for breach of contract,warranty,negligence, strict
liability, in tort or otherwise,is limited to the price of the particular products/services sold hereunder.
Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted.
Contractor accepts liability to repay,and shall repay upon demand to END USER,any amounts determined by
H-GAC,its independent auditors,or any state or federal agency,to have been paid in violation of the terms of
this Agreement.
ARTICLE 5: GOVERNING LAW&VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END
USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-
GAC of such disputes.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC
will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an
END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing
charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order
Processing Charge shall be remitted from Contractor to H-GAC,within thirty(30)calendar days or ten(10)
business days after receipt of an END USER's payment,whichever comes first,notwithstanding Contractor's
receipt of invoice. For sales made by Contractor based on this Agreement,including sales to entities without
Interlocal Agreements,Contractor shall pay the applicable order processing charges to H-GAC. Further,
Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to
execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including,but
not limited to,Agreement termination if Contractor fails to promptly remit the appropriate order processing
charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an
END USER procures from Contractor.At all times,Contractor shall remain liable to pay to H-GAC any
order processing charges on any portion of the Agreement actually performed,and for which compensation was
received by Contractor.
ARTICLE 7: LIOUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER
purchase order is placed,to determine terns for any liquidated damages.
ARTICLE 8• INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the
following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General
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Aggregate limit of at least two times the Single Occurrence limit.
Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a
General Aggregate limit of at least two times the Single Occurrence limit for all Products except
Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal
Specifications.
Property Damage or Destruction insurance is required for coverage of End User owned
equipment while in Contractor's possession,custody or control. The minimum Single Occurrence
limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence
limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of
Automobile coverage,or under a Garage Keepers policy. In any event,this coverage must be specifically
and clearly listed on insurance certificate(s)submitted to H-GAC.
b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal,
and for any extensions thereof, plus the number of days/months required to deliver any outstanding
order after the close of the contract period.
c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the
insured and showing coverage and limits for the insurances listed above.
d. If any Product(s)or Service(s)will be provided by parties other than Contractor, all such parties
are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC,
a separate insurance certificate must be submitted for each such party.
e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance
and document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIMUAL ORDERS
H-GAC's contractual requirements DO NOT include a Performance&Payment Bond(PPB);therefore,
Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to
cover any order if so requested by the END USER. Contractor shall quote a price to END USER for
provision of any requested PPB, and agrees to furnish the PPB within ten business(10)days of receipt of END
USER's purchase order.
ARTICLE 10: CHANGE OF STATUS
Contractor shall immediately notify H-GAC,in writing,of ANY change in ownership,control,
dealership/franchisee status,Motor Vehicle license status,or name. Contractor shall offer written guidance to
advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to
determine whether or not such change is acceptable,and to determine what action shall be warranted,up to and
including cancellation of Agreement.
ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING
All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle
Commission Code. If at any time during this Agreement term,any required Contractor license is denied,
revoked,or not renewed, Contractor shall be in default of this Agreement,unless the Texas Motor Vehicle
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Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor
Vehicle Board documentation to H-GAC upon request.
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DocuSign Envelope ID;9FE852A7-6801-4E3E-BEEF-502387041AOE
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 •3555 Timmons • Houston,Texas 77227-2777
Cooperative Agreement-Lenco Industries,Inc.-Public Services--ID:5691
GENERAL PROVISIONS
This Agreement is made and entered into,by and between the Houston-Galveston Area Council
hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite
120, Houston, Texas 77027 and Lenco Industries, Inc.,hereinafter referred to as the Contractor, having
its principal place of business at 10 Betnr Industrial Drive,Pittsfield, MA 01201.
WITNESSETH:
WHEREAS,H-GAC hereby engages the Contractor to perform certain services in accordance with the
specifications of the Agreement; and
WHEREAS,the Contractor has agreed to perform such services in accordance with the specifications of
the Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:
ARTICLE 1:LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into
this Agreement. The Contractor's governing body,where applicable,has authorized the signatory
official(s)to enter into this Agreement and bind the Contractor to the terms of this Agreement and any
subsequent amendments hereto.
ARTICLE 2:APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable
rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term
of this Agreement,including without limitation, workers'compensation laws, minimum and maximum
salary and wage statutes and regulations, and licensing laws and regulations. When required, the
Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.
ARTICLE 3:INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by this Agreement do not
change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H-
GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant
or employee of H-GAC, the State of Texas or the United States Government. Employees of the
Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is
solely responsible for employee related disputes and discrepancies, including employee payrolls and any
claims arising therefrom.
ARTICLE 4:WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the
complete Agreement ("Agreement")between the parties hereto, and supersede any and all oral and
written agreements between the parties relating to matters herein. Except as otherwise provided
herein, this Agreement cannot be modified without written consent of the parties.
ARTICLE 5:SCOPE OF SERVICES
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The services to be performed by the Contractor are outlined in an Attachment to this Agreement.
ARTICLE 6: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins Oct 012020 and ends Sep 30 2022.
All services under this Agreement must be rendered within this performance period,unless directly
specified under a written change or extension provisioned under Article 14,which shall be fully
executed by both parties to this Agreement.
ARTICLE 7:PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions.
ARTICLE 8:REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by
this Agreement,or otherwise fails to satisfactorily render performances hereunder,H-GAC may
terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC
has final determination of the adequacy of performance and reporting by Contractor. Termination of
this agreement for failure to perform may affect Contractor's ability to participate in future
opportunities with H-GAC.The Contractor's failure to timely submit any report may also be considered
cause for termination of this Agreement.
Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.
ARTICLE 9:INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this
Agreement as outlined and defined in the attached Special Provisions.
ARTICLE 10:SUBCONTRACTS and ASSIGNMENTS
Except as may be set forth in the Special Provisions,the Contractor agrees not to subcontract, assign,
transfer,convey, sublet or otherwise dispose of this Agreement or any right,title,obligation or interest
it may have therein to any third party without prior written approval of H-GAC.The Contractor
acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor.The
Contractor shall ensure that the performance rendered under all subcontracts shall result in
compliance with all the terms and provisions of this Agreement as if the performance rendered was
rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and
regulations applicable to furnishing and performance of the work. Except where otherwise expressly
required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's
compliance,or that of Contractor's subcontractors,with any laws or regulations.
ARTICLE 11:AUDIT
Notwithstanding any other audit requirement,H-GAC reserves the right to conduct or cause to be
conducted an independent audit of any transaction under this Agreement,such audit may be performed
by the H-GAC local government audit staff,a certified public accountant firm,or other auditors
designated by H-GAC and will be conducted in accordance with applicable professional standards and
practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for
any findings that result in monetary obligations to H-GAC.
ARTICLE 12:EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the
Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement.
H-GAC,through its staff or designated public accounting firm,the State of Texas,and United States
Government,shall have the right at any reasonable time to inspect,copy and audit those records on or
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off the premises by authorized representatives of its own or any public accounting firm selected by H-
GAC.The right of access to records is not limited to the required retention period,but shall last as long
as the records are retained. Failure to provide access to records may be cause for termination of the
Agreement.The records to be thus maintained and retained by the Contractor shall include(without
limitation): (1)personnel and payroll records,including social security numbers and labor
classifications, accounting for total time distribution of the Contractor's employees working full or part
time on the work, as well as cancelled payroll checks,signed receipts for payroll payments in cash,or
other evidence of disbursement of payroll payments; (2) invoices for purchases,receiving and issuing
documents, and all other unit inventory records for the Contractor's stocks or capital items;and(3)
paid invoices and cancelled checks for materials purchased and for subcontractors'and any other third
parties'charges.
The Contractor further agrees that the examination of records outlined in this article shall be included
in all subcontractor or third-party agreements.
ARTICLE 13:RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all
other financial,statistical,property,participant records,and supporting documentation for a period of
no less than seven(7)years from the later of the date of acceptance of the final payment or until all
audit findings have been resolved. If any litigation,claim,negotiation,audit or other action involving
the records has been started before the expiration of the retention period,the records shall be retained
until completion of the action and resolution of all issues which arise from it, or until the end of the
seven(7)years,whichever is later,and until any outstanding litigation, audit,or claim has been fully
resolved.
ARTICLE 14: CHANGES AND AMENDMENTS
A. Any alterations,additions,or deletions to the terms of this Agreement,which are required by
changes in federal or state law or by regulations, are automatically incorporated without
written amendment hereto,and shall become effective on the date designated by such law or by
regulation.
B. To ensure the legal and effective performance of this Agreement,both parties agree that any
amendment that affects the performance under this Agreement must be mutually agreed upon
and that all such amendments must be in writing. After a period of no less than 30 days
subsequent to written notice,unless sooner implementation is required by law, such
amendments shall have the effect of qualifying the terms of this Agreement and shall be
binding upon the parties as if written herein.
ARTICLE 15:TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.
A. Convenience
H-GAC may terminate this Agreement at any time,in whole or in part,with or without cause,
whenever H-GAC determines that for any reason such termination is in the best interest of H-
GAC,by providing written notice by certified mail to the Contractor.Upon receipt of notice of
termination,all services hereunder of the Contractor and its employees and subcontractors
shall cease to the extent specified in the notice of termination.
The Contractor may cancel or terminate this Agreement upon submission of thirty(30)days
written notice,presented to H-GAC via certified mail.The Contractor may not give notice of
cancellation after it has received notice of default from H-GAC.
B. Default
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H-GAC may,by written notice of default to the Contractor, terminate the whole or any part of
the Agreement,in any one of the following circumstances:
(1) if the Contractor fails to perform the services herein specified within the time specified
herein or any extension thereof;or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any
reason whatsoever,or so fails to make progress or otherwise violates the Agreements that
completion of services herein specified within the Agreement term is significantly
endangered,and in either of these two instances does not cure such failure within a period
often(10) days (or such longer period of time as may be authorized by H-GAC in writing)
after receiving written notice by certified mail of default from H-GAC.
ARTICLE 16:SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement,which shall
continue in full force and effect.
ARTICLE 17:FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the
performance of any obligation or duty placed on such party by reason of or through strikes,stoppage of
labor,riot,fire,flood,acts of war,insurrection, accident,order of any court,act of God,or specific cause
reasonably beyond the party's control and not attributable to its neglect or nonfeasance,in such event,
the time for the performance of such obligation or duty shall be suspended until such disability to
perform is removed.Determination of force majeure shall rest solely with H-GAC.
ARTICLE 18• CONFLICT OF INTEREST
No officer,member or employee of the Contractor or subcontractor, no member of the governing body of
the Contractor, and no other public officials of the Contractor who exercise any functions or
responsibilities in the review or Contractor approval of this Agreement,shall participate in any
decision relating to this Agreement which affects his or her personal interest,or shall have any
personal or pecuniary interest,direct or indirect,in this Agreement.
ARTICLE 19:FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination,labor standards,
and environmental compliance. Additionally,for work to be performed under the Agreement or
subcontract thereof,including procurement of materials or leases of equipment, Contractor shall notify
each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may
include,but are not limited to: (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits
discrimination on the basis of race,color or national origin;(b)Title IX of the Education Amendments
of 1972,as amended(20 U.S.C. §§ 1681-1683,and 1685-1686),which prohibits discrimination on the
basis of sex; (c)the Fair Labor Standards Act of 1938(29 USC 676 et. seq.), (d)Section 504 of the
Rehabilitation Act of 1973, as amended(29 U.S.C. § 794),which prohibits discrimination on the basis of
handicaps and the Americans with Disabilities Act of 1990; (e)the Age Discrimination in Employment
Act of 1967(29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended(42 U.S.G. §§
6101-6107),which prohibits discrimination on the basis of age;(f)the Drug Abuse Office and
Treatment Act of 1972 (P.L. 92-255),as amended,relating to nondiscrimination on the basis of drug
abuse;(g)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation
Act of 1970(P.L. 91-616), as amended,relating to the nondiscrimination on the basis of alcohol abuse or
alcoholism;(h) §§ 523 and 527 of the Public Health Service Act of 1912(42 U.S.C. 290 dd-3 and 290 ee-
3),as amended,relating to confidentiality of alcohol and drug abuse patient records; (i)Title VIII of the
Civil Rights Act of 1968(42 U.S.C. §3601 et seq.),as amended,relating to nondiscrimination in the
sale,rental or financing of housing; 6)any other nondiscrimination provisions in any specific statute(s)
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applicable to any Federal funding for this Agreement; (k)the requirements of any other
nondiscrimination statute(s)which may apply to this Agreement; (1)applicable provisions of the Clean
Air Act(42 U.S.C. §7401 et seq.),the Federal Water Pollution Control Act,as amended(33 U.S.C.
§1251 et seq.), Section 508 of the Clean Water Act(33 U.S.C. 1368),Executive Order 11738,and the
Environmental Protection Agency regulations at 40 CPR Part 15; (m)applicable provisions of the
Davis-Bacon Act(40 U.S.C. 276a-276a-7),the Copeland Act(40 U.S.C.276c),and the Contract Work
Hours and Safety Standards Act(40 U.S.C. 327-332), as set forth in Department of Labor Regulations
at 20 CPR 5.5a; (n)the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act(P.L. 94-163).
ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and
abuse as set forth by the H-GAC,the State of Texas, and the acts and regulations of any related state
or federal agency.The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud,
abuse,or other criminal activity through the filing of a written report within twenty-four(24)hours of
knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical
attention arising from its activities under this Agreement within twenty-four(24)hours of such
occurrence.Theft or willful damage to property on loan to the Contractor from H-GAC,if any,shall be
reported to local law enforcement agencies and H-GAC within two(2)hours of discovery of any such
act.
The Contractor further agrees to cooperate fully with H-GAC,local law enforcement agencies,the State
of Texas,the Federal Bureau of Investigation and any other duly authorized investigative unit,in
carrying out a full investigation of all such incidents.
The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the
Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to
perform services under this Agreement.
ARTICLE 21:INDEMNIFICATION AND RECOVERY
H-GAC's liability under this Agreement,whether for breach of contract,warranty,negligence,strict
liability,in tort or otherwise,is limited to its order processing charge. In no event will H-GAC be liable
for any loss of use,loss of time,inconvenience,commercial loss,lost profits or savings or other
incidental, special or consequential damages to the full extent such use may be disclaimed by law.
Contractor agrees,to the extent permitted by law,to defend and hold harmless H-GAC,its board
members,officers, agents,officials,employees and indemnities from any and all claims,costs,expenses
(including reasonable attorney fees),actions,causes of action,judgements, and liens arising as a result
of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the
threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.
ARTICLE 22:LIMITATION OF CONTRACTOR'S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor's
total liability under this Agreement,whether for breach of contract,warranty,negligence,strict
liability,in tort or otherwise,but excluding its obligation to indemnify H-GAC,is limited to the price of
the particular products/services sold hereunder,and Contractor agrees either to refund the purchase
price or to repair or replace product(s)that are not as warranted. In no event will Contractor be liable
for any loss of use,loss of time,inconvenience,commercial loss,loss of profits or savings or other
incidental,special or consequential damages to the full extent such use may be disclaimed by law.
Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to
Page 5 of 7
Doc uSign Envelope ID:9FE852A7-6801-4E3E-BE8F-502387041AOE
END USER any amounts determined by H-GAC,its independent auditors,or any agency of State or
Federal government to have been paid in violation of the terms of this Agreement.
ARTICLE 23:TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only.Titles shall not
be considered restrictive of the subject matter of any Article,or part of this Agreement.
ARTICLE 24:JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been
negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in
accordance with its terms and,in the event of any ambiguities,no inferences shall be drawn against
any Ply.
ARTICLE 25:DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement,which are not
addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the
Executive Director of H-GAC or his designee,who shall reduce his decision to writing and provide
notice thereof to the Contractor.The decision of the Executive Director or his designee shall be final
and conclusive unless,within thirty(30)days from the date of receipt of such notice, the Contractor
requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under
this Article,the Contractor shall be afforded an opportunity to be heard and offer evidence in support of
its position.The decision of the Executive Director after any such rehearing shall be final and
conclusive. The Contractor may,if it elects to do so, appeal the final and conclusive decision of the
Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder,
the Contractor shall proceed diligently with the performance of the Agreement and in accordance with
H-GAC's final decision.
ARTICLE 26: CHOICE OF LAW:VENUE
This Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit
or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris
County,Texas. Disputes between END USER and Contractor are to be resolved in accordance with the
law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such
disputes.
ARTICLE 27:ORDER OF PRIORITY
In the case of any conflict between or within this Agreement,the following order of priority shall be
utilized: 1) General Provisions,2) Special Provisions, 3) Scope of Work, and, 4)Other Attachments.
Page 6 of 7
DocuSign Envelope ID:9FE852A7-6801-4E3E-BE8F-502387041AOE
SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first
written above, as accepted by:
Lenco auaWa&jnc.
H-GAC DocuSigned hy;
Signature rob aj6s�bw ,V /
22361965AMD476,,. SlgnaturC82EC27OD5DO1423
L
Name Rob Weisberger _
Name Chuck Wemple
Title Contracting&Sales Admin Spec.
Title Executive Director
Date 10/27/2020
Date 10/29/2020
Page 7 of 7
DacuSign Envelope ID:9FE852A7-6801-4E3E-BE8F-502387041AOE
Attachment A
Lenco Industries,Inc.
Ambulances,EMS&Other Special Service Vehicles
Contract No.:AM10-20
HH.Lenco Industries
"These units can only be sold outside Texas"
C.Other Specialty Vehicle or Equipment
AM20FIHCOI BearCat G2,fully-armored tactical vehicle,F-550 chassis, 131"WB $200,704,00
AM20HHCO2 BearCat G3,fully-armored tactical vehicle,F-550 chassis, 131"WB, $235,662.00
Off-Road edition
AM20RHCO3 MedCat G2,fully-armored emergency response vehicle,F-550
chassis 131"WB MedEvac edition $226,531.00
AM20HHC04 MedCat G3,fully-armored emergency response vehicle,F-550 $261 489.00
chassis 131"WB MedEvac Off-Road edition, 2 litter design '
AM20HHCOS BearCat G3 Advanced Rescue,fully-armored emergency response
vehicle,F-550 chassis, 131"WB,MedEvac Off-Road edition,(4) $320,657.00
litter desian
AM20HHC06 BearCat X3,fully-armored tactical vehicle,F-550 chassis, 131"WB, $243,520.00
Pick-up edition
AM20HHC07 BearCat X3 FireCat,fully-armored emergency response vehicle,F- $337,420.00
550 chassis 131"WB Pick-up Fire Response Edition
Aiv120HHC08 BearCat G2 EOD,fully-armored emergency response vehicle,F-550
chassis 131"WB Bomb Disposal edition $237,504.00
AM20HHC09 BearCat G3 EOD,frilly-armored emergency response vehicle,F-550 $263 662.00
chassis 131"WB Bomb Disposal Off-Road edition
AM20FIHCIO BearCat VIP,fully-armored tactical security vehicle,F-550 chassis, $253,479.00
131"WB SUV Edition
EXHIBIT D
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEtISEONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1).Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006,Local Government Code.An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
N/A
2
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
.2J Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
4 Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.083(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income,from the vendor?
Yes T No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Fl Yes F7x No
51 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of one percent or more.
N/A
6
❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
04/01/2022
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at httpJiwww.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm.For easy reference,below are some of the sections cited on this form.
Local Govemment Code&176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public;or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by,and reporting to,that agency.
Local Government Code&176.003(a)(2)(A)and(B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(1) a contract between the local governmental entity and vendor has been executed;
or
(11) the local governmental entity is considering entering into a contract with the
vendor,
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed;or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code 6176.006(a)and(a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity,or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity;or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection(a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
5/25/22, 1:49 PM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FdR W
oRn
Ir-
Create New From This M&C
DATE: 3/8/2022 REFERENCE "M&C 22- LOG NAME: 21 EPR 21-00256-PD-
NO.: 0164 BEARCAT-JA
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL)Authorize the Purchase of a BearCat Armored Tactical Vehicle from Lenco
Industries,Inc.d/b/a Lenco Armored Vehicles,in the Amount of$368,236.25 to Provide
Ballistic Protection for Police Officers, Funded by the Urban Area Security Initiative Grant
from the U.S. Department of Homeland Security, Using a Cooperative Contract for the
Police Department through Property Management
RECOMMENDATION:
It is recommended that the City Council authorize the purchase of a BearCat armored tactical vehicle from
Lenco Industries,Inc.d/b/a Lenco Armored Vehicles,in the amount of$368,236.25 to provide ballistic
protection for police officers,funded by the Urban Area Security Initiative grant from the U.S. Department of
Homeland Security,using a Cooperative Contract for the Police Department through Property Management.
DISCUSSION:
The Police Department(PD)will use this armored tactical vehicle to transport personnel and equipment to
incidents and other situations for impending life-threatening conditions such as hazardous materials
exposures,explosives,mass gatherings,mass casualty incidents,barricaded persons,counter drug
activities,and man-made or natural disasters. Property Management reached out to three(3)COOP
vendors for cooperative quotes to determine best cost value between BearCat vendors.Two of the three
vendors,Caldwell County Ford and Four Star Auto Group were unable to supply current chassis pricing and
are not able to provide a complete cost quote.The third COOP vendor, Lenco,was able to provide a full
quote which meets the minimum specifications and requirements for the requesting department.
Staff determined the Bearcat unit offered by Lenco Industries, Inc.d/b/a Lenco Armored Vehicles,presents
the best value due to dependability,functionality,and continuity of fleet. PD is familiar with the Lenco
BearCat handling and performance characteristics.The unit meets the required specifications and is
expected to operate satisfactorily during its service life of 15 years.
Lenco thru cooperative contract H-GAC(AM10-20)provided the lowest cost for the requested model and
meets all required specifications.Staff recommends awarding the purchase of one(1)BearCat based on
lowest quote meeting all specifications.Staff certifies that the new unit meets the required specification and
is expected to operate satisfactorily during its service life.
PRICE ANALYSIS-The unit price proposed by Lenco is 23 percent higher than the last purchase in
2015(P-11801).The price increase reflects manufacturer increases in the new year model.This purchase is
funded by the 2021 Homeland Security Grant Program-Urban Area Security Initiative,approved by Mayor
and Council on September 28,2021 (M&C 21-0761).Staff has reviewed the prices and found them to be fair
and reasonable based on current market values.
Funding is budgeted in the Cap Out Equipment account of the Fire Public Safety Grant Fed Department's in
the Grants Operating Federal Fund.
DELIVERY—The unit will be delivered within 367 days after receipt of a purchase order.
COOPERATIVE PURCHASE-State law provides that a local government purchasing an item under a
cooperative purchasing agreement satisfies State laws requiring that the local government seek competitive
bids for purchase of the item.H-GAC contracts have been competitively bid to increase and simplify the
purchasing power of local government entities across the State of Texas.
M/WBE OFFICE-An M/WBE goal is not assigned when purchasing from an approved purchasing
cooperative or other public entity.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation,funds are available in
the current operating budget,as previously appropriated,in the Grants Operating Federal Fund. Prior to an
expenditure being incurred,the Fire Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_ Dana Burghdoff(8018)
Originating Department Head: Steve Cooke(5134)
Additional Information Contact:
apps.cfwnet.org/council_packet/mc_review.asp?I D=29716&councildate=3/8/2022 1/2
5/25/22, 1:49 PM M&C Review
ATTACHMENTS
21EPR 21-00256-PD-BEARCAT-JA.docx (CFW Internal)
EPR 21-00256-FID Table.xlsx (CFW Internal)
Lenco Armored Vehicle-20220216-025759.pdf (CFVV Internal)
Lenco-Form 1295 Certificate 100873686.pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?I D=29716&councildate=3/8/2022 2/2