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HomeMy WebLinkAboutContract 63140City Secretary Contract No. 63140 SORTWORTHO PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL 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 WELLER FORENSICS, LLC ("Vendor"), a California limited liability company acting by and through its duly authorized representative, each individually referred to as a "party" and collectively as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule Exhibits A and B, 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 Exhibit A and Exhibit B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor will provide consulting services to the City's Police Department Forensics Analysis Laboratory (Crime Lab) for a validation method for the Crime Lab's Cadre TopMatch instrument to support their American National Standards Institute (ANSI) National Accreditation Board (ANAB) accreditation. Exhibit A — Scope of Services provides a more specific description of the Services to be provided hereunder. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. 2. TERM. This Agreement shall begin on the date signed by the City's Assistant City Manager ("Effective Date") and shall expire one (1) year from that date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit B, Price Schedule. Total payment made under this Agreement shall not exceed nine thousand dollars ($9,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall OFFICIAL RECORD Professional Services Agreement — Weller Forensics, LLC CITY SECRETARY Page 1 of 13 FT. WORTH, TX City Secretary Contract No. 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-Abbrobriation of Funds. In the event no funds or insufficient funds are appropriated by City Council in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall 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 shall 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 shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. Vendor shall 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 5.4 Public Information Act. City is a government entity under the laws of the State of Texas and as such all documents held or maintained by City may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Vendor as Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit to the Texas Attorney General's Office reasons objecting to disclosure. 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. Professional Services Agreement — Weller Forensics, LLC Page 2 of 13 City Secretary Contract No. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative, or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall 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, consultants and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, consultants, and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees, or subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall 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 subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY - VENDOR 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND A GAINS T A NY AND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING 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, SERVANTS, CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION Professional Services Agreement — Weller Forensics, LLC Page 3 of 13 City Secretary Contract No. AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY SHALL 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 SHALL 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, CITYSHALL HAVE THE RIGHT TO FULL YPARTICIPA TE INANYAND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS OR EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, 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, VENDOR SHALL FULLYPARTICIPATE AND COOPERATE WITH CITYIN 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 SHALL 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 MATERIALLYADVERSELYRESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLYAVAILABLE 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 A VAILABLE TO CITY AT LAW OR INEQUITY. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assiimment. Vendor shall 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 shall 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 shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by Professional Services Agreement — Weller Forensics, LLC Page 4 of 13 City Secretary Contract No. the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 9.3 The failure of any subcontractor or assignee to execute a separate, written agreement, as required by this Agreement, shall not be deemed a waiver of that requirement by the City. 10. COMPLIANCE WITH LAWS. ORDINANCES. RULES. AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall 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 shall immediately desist from and correct the violation. Vendor, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12. NOTICES. 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, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address 13. SOLICITATION OF EMPLOYEES. To VENDOR: Weller Forensics, LLC Attn: Todd Weller, President 201 Victoria Road Burlingame, CA 94010 650-524-5330 toddweller@wellerforensics.com Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not Professional Services Agreement — Weller Forensics, LLC Page 5 of 13 City Secretary Contract No. apply to an employee of either party who responds to a general solicitation of advertisement for employment by either party. 14. 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. 15. 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 shall 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. :1►1101101_IlAVAT &IIIIA This Agreement shall 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 shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The form of notice required by this section will be the same as Section 13. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. Professional Services Agreement — Weller Forensics, LLC Page 6 of 13 City Secretary Contract No. 20. 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 rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits. 21. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 22. ENTIRETY OF AGREEMENT. This Agreement, including its attached exhibits, 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. 23. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 24. WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional 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 shall 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. 25. IMMIGRATION AND NATIONALITY ACT. Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided Professional Services Agreement — Weller Forensics, LLC Page 7 of 13 City Secretary Contract No. under this Agreement (collectively, "Work Product"). Further, City shall 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 shall 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 shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies 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 thereto on the part of the City. 27. SIGNATURE AUTHORITY. Each 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. 28. CHANGE IN COMPANY NAME OR OWNERSHIP. Vendor shall 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 an 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 so may adversely impact future payments. 29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL. If Vendor has fewer than 10 employees or the 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, 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 Chapter 2271 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. 30. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: Professional Services Agreement — Weller Forensics, LLC Page 8 of 13 City Secretary Contract No. (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. 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 or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) (remainder of this page intentionally left blank) Professional Services Agreement — Weller Forensics, LLC Page 9 of 13 City Secretary Contract No. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH: iam Johnson ( r 21, 202514:04 CDT) By: Will_ Name: William Johnson Title: Assistant City Manager Date: Apr 21, 2025 APPROVAL RECOMMENDED: By: RobeYt'Alldredge (Apr21, 202513:11 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: By: l/ Name: Jannette S. Goodall Title: City Secretary VENDOR: WELLER FORENSICS, LLC PO9FORTnup �^° 9•pd a°� 09.10 POg a=0 PQ 16. �aa�oogo �)j "') By: Todd Weller (Apr 21L29 09:18 PDT) Name: Todd Weller Title: President Date: Apr 21, 2025 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: LM Name: Amarna Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement — Weller Forensics, LLC Page 10 of 13 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES The City's Crime Lab needs a method validation for the Cadre TopMatch 3D System used for ballistics analysis to support the Crime Lab's American National Standards Institute (ANSI) National Accreditation Board (ANAB) accreditation. Vendor will provide the following list of services to assist with the deployment validation of the TopMatch 3D system: The validation will be broken into three steps: hardware, triage, and virtual comparison microscopy. The first step is necessary in order to complete the following two. Hardware Validation • Vendor will draft a validation plan for the Crime Lab to follow. The validation plan is a step -guide on tasks to perform and acceptance criteria to provide evidence that the TopMatch hardware is performing for the desired task. o Note: Lab staff will need to assign a Validation Manager who will review the plan, and perform the validation experiments themselves. An important component of validation is for laboratory staff and the Validation Manager to become competent in operating the new equipment. This is traditionally done via a series of validation experiments. • Vendor will analyze the raw data from the hardware validation experiments. o If the data results in unexpected performance, Vendor will assist Crime Lab staff with troubleshooting. • Vendor will draft a report summarizing the Hardware Validation. o The Validation Manager will need to edit and ultimately accept the validation report, as the validation is the responsibility of Crime Lab staff. Triage Validation • Vendor will draft a validation plan for the Crime Lab to follow. o An important part of this plan will be to discuss with the Validation Manager on sample selection (firearm makes, calibers, ammunition, and total number of samples) for the experiment(s) in order to develop a sample set that provides a reasonable test of the hardware and software. • Vendor will analyze the raw data from the hardware experiments. o If the data results in unexpected performance, Vendor will assist Crime Lab staff with troubleshooting. • Vendor will Draft a report summarizing the Triage Validation o The Validation Manager will need to edit and ultimately accept the validation report, as the validation is the responsibility of Crime Lab staff. Professional Services Agreement — Weller Forensics, LLC Page ] ] of 13 Virtual Comparison Microscopy (VCM) • Vendor will draft a validation plan for the Crime lab to follow. o An important part of this plan will be to discuss with the Validation Manager on sample selection (firearm makes, calibers, ammunition, and total number of samples) for the experiment(s) in order to develop test sets that provide an overall reasonable set. • Vendor will make the test set. Vendor will download the raw scans/31) files (i.e. "Op files") and make a series of comparison tests. This will allow all lab staff to perform the comparisons "blind" (i.e. no lab staff will know the ground truth). • Vendor will analyze the raw data from the VCM test sets. o Vendor will assist Crime Lab staff with any troubleshooting • Vendor will draft a report summarizing the Virtual Comparison Microscopy (VCM) Validation o The Validation Manager will need to edit and ultimately accept the validation report, as the validation is the responsibility of Crime Lab staff. Professional Services Agreement — Weller Forensics, LLC Page 12 of 13 EXHIBIT B PRICE SCHEDULE A QUOTE WELLER F O R E N 5 1 C 5 Weller Forensics, LLC DATE: JANUARY 14, 2025 PO Box 106 Burlingame, CA94011 USA Phone +1-650-524-5330 toddwel lemwellerforensics. corn TO: Paul Slocum Forensic Supervisor Fort Worth Police Dept Crime Laboratory 3616 E. Lancaster Ave Fort Worth, TX 76103 DESCRIPTION LINE TOTAL Urart vauaation plan (witn Fort wortn Police Forensic Lao start input ana approval) ana assist statt with vaud6bon. Validation plan to cover three main areas (step 1 is required for step 2 and/or3). 1) Draft validation plan of the hardware (TopMatch) measurement system, analyze data, $2000.00 and draft report 2) Draft validation plan of the triage algorithm, analyze data, and draft report $3500.00 3) Draft validation plan of the Virtual Comparison Microscopy (VCM) for confirmation, $3500.00 analyze data, and draft report 1 Total I $9000.00 Note: Quote expires in 6 months. Professional Services Agreement Weller Forensics, LLC Page 13 of 13