HomeMy WebLinkAboutContract 63139CSC No. 63139
FORT WORTH,
N*
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and TACTICAL SUPPORT EQUIPMENT, INC.
("Vendor"), a North Carolina Corporation, acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A
— Scope of Services;
3. Exhibit B
— Price Schedule; and
4. Exhibit C
—Standard Terms and Conditions for Hardware, Software and Services
5. Exhibit D
— Sole Source Letter
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scope of Services. Warranty on Nyxcell V800 equipment ("Services"), which are set forth
in more detail in Exhibit "A" ("Scope of Services"), attached hereto and incorporated herein for all
purposes.
2. Term. The Initial Term of this Agreement is for one year, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement
under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal
Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed forty-five thousand
dollars ($45,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"
("Payment Schedule"), which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement FT. WORTH, TX Page 1 of 15
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 30 days' written notice of termination.
4.2 Non-Abbronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Oblisations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination, and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City -provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents, and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas, and all documents held or maintained for City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure to the Texas Attorney General. A determination on whether such
reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the
State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
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identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Ri2ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to, all electronic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's
officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing
herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City will in no way be considered a co -employer or a joint employer of Vendor or
any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any
officers, agents, servants, employees, contractors, or subcontractors of Vendor, will be entitled to any
employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting
of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE,
OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
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8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,
IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY
WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANYSUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND
CITYAGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY,
FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF
COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR
INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE
RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL
NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR
COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE
AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.
CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM
OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR
WILL, AT ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO
USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE
AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C)
REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE
AND DOCUMENTATIONAT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF
THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR,
TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY
CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL
REMEDIES AVAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations,
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
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9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
10.2
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ] Applicable I❑ N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
General Reauirements
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(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers with respect
to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. At least ten (10) days' notice will be
acceptable in the event of cancellation due to non-payment of premium. Notice
must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address
below.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws. Ordinances. Rules, and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, or (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
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To CITY:
To VENDOR:
City of Fort Worth Tactical Support Equipment, Inc.
Attn: Assistant City Manager Carl Beene, President/Owner
100 Fort Worth Trail (formerly Energy Way) 4039 Barefoot Road
Fort Worth, TX 76102 Fayetteville, NC 28206
Facsimile: (817) 392-8654 Facsimile: 910-425-3360
With a copy to Fort Worth City Attorney's Office cbeene(cDtserecon.com
at same address
14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general solicitation
or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that, by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas, or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any law, ordinance, or regulation; acts of God; acts of the public enemy; fires;
strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction;
orders of government; material or labor restrictions by any governmental authority; transportation
problems; restraints or prohibitions by any court, board, department, commission, or agency of the United
States or of any state; civil disturbances; other national or regional emergencies; or any other similar cause
not enumerated herein but which is beyond the reasonable control of the party whose performance is
affected (collectively, "Force Maj eure Event"). The performance of any such obligation is suspended during
the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides
notice of the Force Majeure Event and an explanation as to how it prevents or hinders the party's
performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance the notice section of this Agreement.
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20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise this Agreement and that the normal rule of contract construction to the
effect that any ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by
an authorized representative of each party.
23. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns, and successors in interest as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation, or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
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Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention theret.
28. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement, and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager in writing of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcotting Enerav Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract contains a written verification from the Vendor that it: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those
terms in Section 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government
Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity," and "firearm trade association" have the meanings ascribed to those terms in Section 2274 of the
Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written
Vendor Services Agreement Page 9 of 15
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(signature page follows)
Vendor Services Agreement Page 10 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
William Johnson (Ayr 21, 2025 14:07 CDT)
Name: William Johnson
Title: Assistant City Manager
Date: Apr 21, 2025
APPROVAL RECOMMENDED
BY: Robert Alldre ge (Apr 21, 2025 13:26 CDT)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By:
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
4 vvnq
ATTEST: p�>°� fgRro�;o9�� By:
Name: Hye Won Kim
Title: Assistant City Attorney
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BY: CONTRACT AUTHORIZATION:
Name: Jannette Goodall M&C: (None Required)
Title: City Secretary Date Approved:
Form 1295 Certification No.: N/A
TACTICAL SUPPORT EQUIPMENT,
INC.
By: C44".4 ga444'
Name: Carl Beene
Title: President/Owner
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 11 of 15
EXHIBIT A
SCOPE OF SERVICES
The manufacturer warrants the product against faulty workmanship under
intended normal use and warrants that the products conform to published
specifications for a period of one (1) year from the date of purchase.
Continued use or possession of the products after expiration of the applicable
warranty period stated above shall be conclusive evidence that the warranty is
fulfilled to the full satisfaction of Buyer.
If an item fails to conform to the published specifications the user must take the
following steps.
1. Contact the 24-hour technical support for an evaluation of the problem.
2. If problem cannot be resolved by technical support, a return material
authorization (RMA) case will be opened, and the faulty component will return to
the manufacturer Octasic for repair. The shipping cost of the item to and from the
manufacturer is free. TSE, Inc maintains a pool of loaner units for use when a
repair is being made. Loaned items will ship to and from the customer at no cost.
3. Damage to systems due to abuse, misuse, neglect, mishandling, misapplication,
or alteration is not covered by the warranty. Removal of any warranty decals will
void the warranty.
Vendor Services Agreement Page 12 of 15
EXHIBIT B
PAYMENT SCHEDULE
SE 0
Tactical Support Equipment
Specializing in Communications, Reconnaissance/Surveillance, and Training Needs
4039 Barefoot Rd.
Fayetteville, NC 28306
Phone: 910-425.3360
Fax: 910-425-3361
Website: www.tserecon.com
Pre ared by: Carl Beene
•
Fort Worth,TX Police Department
Officer Chase Hodges #3980
Chase. Hodoes@fortworthtexas. eov
QUOTE
DATE I 21-Mar-25
QUOTE # 25.243-1
VALID FOR 60 Days
Payment Terms: Net 30
Contracts should be sent to:
sales@tserecon.com/faxed to 910-425-3361
NyxcellV800 hardware 1 yearwananty/support. I CBRSY56508-R3L- 1 I $ 45,000.00 I $ 45,000.00
(Previous warranty expired August2024) 7NCE4U-T2-5-WAR
Note 1: Payment terms are Net 30 days from the delivery of the hardware to the ent user location or their designated installer. Delivered via
common carrier.
Note 2: TSE, Inc is a NC wholesale distributor and does not collector process any taxes. Price does riot include taxes. All aoo licab le taxes are
the responsibility of the customer. If not tax exempt and sales taxis mandated by the municipality, the customer must self collect, remit, and
report.
Note 3: Customer is responsible for transporting their vehicle to and from their chosen installer.
Note 4: If using a third party or state procurement services such as My Florida Marketplace, etc. all procurement fees are the responsibility of
the customer. If your city/county, or state charges a processing fee for POrs, this must be added to the cost of the gear.
Subtotal $ 45,000.00
f Shipping:NA
II Lead Time: Warrant coverage starts upon receipt of payment II Shi :):)ine
TOTAL ; 45,000.00
•
TAX ID: 32-0007782
DUNS: 014644624
CAGE: 1PND8
Tactical Support Equipment is a service -
disabled, veteran -owned, small business
(SDVOSB).
If you have any questions about this price quote, please contact
Carl Beene, 910-425-3360, cbeene@tserecon.com
Thank You For Your Business!
Vendor Services Agreement Page 13 of' 15
Exhibit C
Terms and Conditions
TACTICAL SUPPORT EQUIPMENT. Inc. ITSEI
STANDARD TERMS AND CONDITIONS OF SALE
1. SALE, PRICES AND RELEASES
TSE detemYnea product prices by TSE published price lists In affect and TSE price quota. In
the event of eelmordinary market -price Increases for fuels, metals, mer materials, components,
equipment and other productions coats, TSE shall have the right and Buyer shall have the
obligation to renegotiate in good lath the price of the goods hereunder not yet shipped, and if
agreement is not reached, TSE shall have the right to cenoal this contract without liability.
2. TERMS AND METHOD OF PAYMENT
Where TSE has extended credit to Buyer, terms of payment shall be Net thirty (30) days from
data of Invoice. The amount of credit or terms of payment may be Irangad a credit withdrawn
by TSE at any ton for any resson. If the goods are delivered in installments, Buyer shall pay
for in Instsllmnt in accordance with the tams of payment hereof. When Buyarfails to malt
each payment when B Is due, TSE reserves the right to withdraw credit and thereby suapand
or cancel performance under any or all purchase ordere or agreements In which TSE has
extsndetl credit fo Buyer. TSE's auspere ion of performance may result in a rescheduling delay
Contingent on current product availability. If TSE deem Buyers financial condition does not
justify the terms of payment specified herein, TSE may cancel this contreat unless Buyer shall
immediately pay for all goods which have bran delivered and pay in advance for all goods to
be delivered
S. TAXES
Prices do not include feces. TSE is a manufacturer and wholesale distributor and aloes not
collect or pay saes, exam or franchise texas. Buyer mud provide TSE win a tsoc r mpbon
certil la If they am a non -government entity. Buyer pays International dudes and texas If
any), Any and all terms are the buyer. reapomlblltiy.
4. TITLE AND DELIVERY
Domestic shipments of goods within the U.S. shall be delivered F.O.B. shipping point. Title and
liability fa tom or damage shall pass to Buyer upon TSE'. 1-dier ofatervary of goods to a
mnier or forwarder for shipment to Buyer, and any subsequent lose or damage shall not relive
buyer from any obligation. Buyer shall reimburse TSE for coats of insurance and transportation
on Intsmatlonal shipments and shall be responsible for all Import dudes, taxes and any other
expenses Incurred or Ilmnaea or deamnces mqulred at port of entry and dedlnatlon. TSE may
dalvar the goods In Inatallmente. Dallvary dafos are estimates. TSE shall not be liable for any
tau a expense (consequential or otherwise) incurred by Buyer if TSE falls to mad the
estimated delivery dates because of unevoidable, production or other delays.
6. WARRANTIES AND RELATED REMEDIES
The ssitc i g rim fn eeu Mae conditions or ammanaes, express, impf sof or statulav mc'luning
but notfimded to, myir4oW mnciftna or womanly ofmordenisteeyorfibees for a particular
purpose arid ol wy ode r —1y, obligation m drapart of7SE
TSE, except as otherwise provided below, warrant the product against faulty
workmanship or use of detecthre materials, and warrants that the products condoms to TSE's
published specifications or other mutually agreed upon written specifications for a period of one
(1) year from the date of shipment. Testing and other quality control techniques are used to the
axlent TSE deems nemmary to supp st this warranty. TSE warrants that at the time of
delivery, TSE has title to the products free and dear of all liens and encumbrances. Than
wenandes are only warranties male by TSE and only a written document signed by an
authorized TSE aMcer can amand the warranty.
Continued use or pamesainn of the products after expiration M the applicable
warranty period dated drove shall be condustve evidence that the warranty is fulfilled to the
full satisfaction of Buyer. TSE makes no warranty as to soflwaro products, which are supplied
'ASaS', ass to a lowir emal or developmental products or products not mnufudured by
TSE. For products not manufactured by TSE, TSE shall assign to Buyer any rights TSE may
have under any warranty, of the supplier to the intent permitted by TSE's contract with It.
supplier.
If TSE breaches its wamntie , as contained heroin, TSE's sole maximum liability
shell ha — at TSE'. option — to repair, replace, or credit Buyers account for any products
remmetl by Buyer
(a)The buyer promptly notifies TSE with a detailed list of alleged defidendes
upon the discovery by the Buyer that the products felled to conform to this
contract,
(b) The Buyer realms the products F.O.B. to TSE'a plant from where products
ware shipped; and,
(e) TSVs examination of the potlucks discloses that such alleged deficiencies
actually east and were: not caused by damage that occurred in shipment, fetlure
mused by products not suppliaid by TSE, feilume that result from accident,
misuse, abuse, neglect, mishandling, nisepphicetion, ettembon, modifications,
improper installation, unauthorized repair or Improper testing; or damage
atributabls tc Acts M Gad. Product(.) underwemnty shell be ahlpped prepeld b
TSE for a Return Material Authorinflon IRMA) number. An odglnal pecking alp,
invoice or other proof Mdam of original purchase will be required before TSE
render warranty performnce.
Domestic ouatomre within the Continental USA are responsible for shlppingAansportatlon
mat from the oustomerto TSE. TSE pays the Mum shipping c Mfrnm TSE to the customer
via ground or USPS parcel service only. International rustomere are responsible for
shippingPoansportation from the mstomer to TSE and from TSE to the wsbmr. The
customer Is responalble for at local and Intentional custom, dudes and mess (If any). IfTSE
elects to repel or replace the products, TSE shell have a reasonable tint to mks the
repar(s) or replammnt Such repair, replacement or credit shall constitnt fulfillment of all
liability of TSE to Buyer whether based in contract, tort, indemnity, and stabtcry provisions or
otherwise.
There are no express warranties except as listed above. TSE shag riot be 6abfe
or in arty way mspms6tle mr special, areldemal, aonsegmntlal, punmNe, pmparry, or affair
demagog, arcrudag, without Andadon, logs Mg—AW, Profits or revenue, has Musa of ift
produoye) wavy associated equpxrrm, cost M subaNYM equpmemG domrtkme cost or
dolma Many pad dealing w M Buy., far such damages, resuttirg from me use othus
product(s), w arbkrg /mm breach M wamdmyorcom mot nag5germm, or any odrrbgaf
theory AM aW-. and ki poled warranties krcludkg One ,—,Me ofmerchanrebaey, and
fitness fora particularpurpoae, are Amiled m Imo applicable warrenNpedod setfodh above.
TSE may prnvhe mctsdral, appgmtlwra or design -W- quality
cham.l.ftadon, and redaadnydate or sari In —lion with Bayer's ode. Providing
seam dame shag not expandor a drerwise affect TSE's wartandes set firdh above andno
obligation ce-Sa fly shag arias from TSEaprovision of—h demo
S. CONTINGENCIES
TSE is not liable, either wholly or in part, far nonperformanm or a delay in performance due to
forces majeure or cominganoles or causes beyond the reasonable control of TSE, Including but
not limited to, shortage of labor, fud, mw material, components or machl nary or technical or
yield fallure where TSE has exerdeed ordinary cam In the prevention thereof. Production and
deliveries may be allocated by TSE in a reasonable manner in the event of shortage of good%
7. MILITARY APPLICATIONS AND/OR ENVIRONMENTS.
TSE products are conddered Commercial off the Shelf (COTS) products that are suheble for
use'AS-IS' In military appllradw and or ml Iltery environments that do not exceed TSE
productif specMcations.
S. CRITICAL APPLICATIONS
Certain appllm8ons using TSE product may Invoke potential risks of death, personal Injury or
severe properly or environmental damage ('CrNral Applications'). TSE products are not
designed and are not warranted as suitable for use in lire -support applications, devises or
systems: or other Critical Applications. Use of TSE products in such Critical Applications is
understood to be fully at the risk of Buyer.
S. CONFIDENTIALITY
/Confidential information" means information MTSE that relates fo TSE products,
specifications, drawings, design, computer programs, trade secrets, business and technical
information, and data disclosed by TSE to Buyer in document or other tangible fine bearing an
appropriate legend Indicating Its confidential a proprietary nature. TSE shall Indl..w
^Cormdentlal Information• to the Buyer within fifteen (15) days of the Initial di close. Buyer
may use Confidential InformatM of TSE ordy for the purpose of cola contract and shall protect
such Confidential Information from disclosure to others, using the same degree of care used to
protect Its cwn proprlatery Information of Ilke Importance, but In any teas using no less than a
reasonable degree of mre. Buyer agrees not to 'reverse orparer Tnecel Support Equipment
prod safe by any means, shape orfemr. Buyer my died— Confidential information received
hereunder only for the purpose described in this contract and only to its employees and
consultants who have a need to knox for such purpose and who are bound by signed. written
agreements to protect the received Comtidendal Information for ume rtndrizad use and
disclosure. All obligations hereunder, Including without IlrtJtsllon any and all obligations
regarding the use and tliedcsurs of Confidential Information, shall continue for a period of tan
(10) years from the disclosure date of the affected Confidential Infomaton.
10. LIMITATION AND DISCLAIMER OF DAMAGES
If TSE breaches any provisions meals contract other then Its wanarmtiu as contained In
Section 8, TSE's sale liability shall not exceed the total contract prise specified hareln late the
purchase price for any Item ddNered and accepted hereunder. Remedies for breach of
warrely are limited to than stated in Section S.
In no even stet TSE be gable to anyom fwspeciel, c osiseref, kdkect,
ax nplary, incdenfal orconsepiendeldamages for breach ManyofIna, pre—ofthis
conomc such dornsges to include but r of 1. AnkedI., team of rework remd/ng orremovel
and nahmalaeedorr Mpwdsers, bee of goodwd; lose M profits, or bee M use.
It. TERMINATION AND CANCELLATION
At atlas me Ina. No realms. Buyer may terminate this contract In whole or In part upon (12D)
days advanm written ndlm with the exmpton M Thening Contracts. In such event, the Buyer
shall pay for products shipped before the terdtination dale and is responsible for all mats
incurred by TSE including, but at limited to, initial coals, labor costs, cad of procured part.,
termination coats of contracts with mb-oonbeclore, and other costs, expenses and losses
Incurred by TSE In the performance M the work terminated. Tralnkhg contracts my not be
modified or cancelled within (30) days M scheduled training. Any requests for changes or
mncslations will nut in the count being charged at the mntredad prim.
12. NOWWAIVER OF DEFAULT
TSE may dedlne to mks further shipments for any defeat bythe Buyer. If TSE elects to
coninue to mks shipments, TSE's action shall not constitute a waiver of any default by Buyer
or in any way offset TSE's legal remedies for any such default.
13. GOVERNING LAW
State M North Carolina laws shall govem the validity, performance and construction of Vila
mmred.
14. EXPORT CONTROL
The products covered by this contract my fag within the group M'atraleW efeceonic
products or technical data mat are wholly or party M U.S. origin ores daeei me expert M
wmcim Jr sub(eel to export hearse coneol by it. US govemm sit- Therefore, prior to
e ilmniadwt Buy- Is required to abfeln any Ali— which maybe mm kid under fie lead end
Cost Accounting Standards, Defective Pricing, and Audit requirement will not apply.
15. ASSIGNMENT
This contract shell not be ei slgnable by ether party without the written consent of the other
parry. Unsuthorized assignment shall be volt.
10. MODIFICATION
Th. conmacf-rachfufes the rwmdre agr esmenfban— the parifes ralefing to dre sale Moire
goods described- mefete hereof andsupsmades ellprevbus communfi dos,
repreeenmdons, oraVissment, amrereml mwmren, whh respectfo me sub)ecrou erhersof
No representations oraratemente many kind made byany repAxwelaave M TSE, which son
rim sited herein, shaebe blndirg on TSE No addtpn fo m mod'fimdon ofmyproWi upon
fie fats a roverae Mthis cronbars shaebe birdirtg upon TSEumess mach h w-d" i ig and
signed bya dulyauf ro d represeat.tw of TSE. No course efdmft w usage M bade w
course ofperformerrce ahagbe relevant b expleh waupplemenf anY term expressed h this
mnwct.
Vendor Services Agreement Page 14 of 15
Exhibit D
Sole Source Letter
/T�SE(1-0
Tactical Support Equipment
Specializing in Communications, ReconnaissancelSurveillance, and Training Needs
4039 Barefoot Road Fayetteville, NC
28306
800-889-4030
910-425-3360
www.tserecon.corn
18 March 2025
City of Fort Worth, TX Police Department
Memorandum for Record
Subject: Sole Source Letter
The purpose of this letter is to certify that Tactical Support Equipment, Inc (TSE,Inc.) is
the sole United States source of supply for all Nyxcell Cellular products. This includes the
Nyxcell Cellular Systems (V800, V850, V1650, W350, G300, G350) as well as support and
warranty for these systems.
The Fort Worth, TX PD has the Nyxcell V1650 (V800/V850) Portable Base Unit. We are
also the point of repair for all Nyxcell products.
Tactical Support Equipment, Inc does not have sub -distributors or dealers for this
system.
Point of contact is Carl Beene at 910-425-3360 or cbeene@tserecon.com.
ra4 il gam
Carl Beene
President
Tactical Support Equipment Inc.
Vendor Services Agreement Page 15 of 15