HomeMy WebLinkAboutContract 63951CSC No. 63951
FORT WORTH., T.
SOLE SOURCE AGREEMENT
This SOLE SOURCE 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 Teledyne FLIR Defense, Inc ("Vendor"), a Delaware
Corporation and 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;
4. Exhibit C —
Sole Source Justification Letter
5. Exhibit D
— Verification of Signature Authority Form.
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. Provide repair and maintenance support services for FLIR
Radiation Detection products. ("Services"), which are set forth in more detail in Exhibit "A,"
attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on July 1, 2025("Effective Date") and expires on June 30,
2026 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
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").Pricing will be updated
annually in writing.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed one hundred thousand dollars ($100,000.00). Vendor
will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
OFFICIAL RECORD
4. Termination. CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 1 of 30
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated
prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective
date of termination and Vendor will continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor will provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor will return all City
provided data to City in a machine-readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by 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. 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
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. Right 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,
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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 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 be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
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, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL 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. VENDOR'S TOTAL LIABILITY TO BUYER ARISING FROM OR
RELATED TO CITY'S ORDER, INCLUDING, BUT NOT LIMITED TO, ITS LIABILITYFOR
INDEMNITY, DEFENSE, AND HOLD HARMLESS OBLIGATIONS, IS LIMITED TO THE
LESSER OF (I) THE AMOUNT PAID BY CITY TO VENDOR UNDER CITY'S ORDER, OR
(II) $10,000,000 USD.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, 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 VENDOR'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 NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
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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 action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/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 of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however, City
will have the right to fully participate in any and all such settlement, negotiations, or lawsuit
as necessary to protect City's interest, and City agrees 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. City agrees to give Vendor timely written notice of any such claim or action, with
copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Vendor will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non -
infringing, provided that such modification does not materially adversely affect City's
authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and/or documentation at no additional charge to 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. Assienment 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
will be liable for all obligations of Vendor under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract. Reserved
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
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$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.
i. Worker's 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
ii. Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Reauirements
(a) A minimum of Thirty (30) days' notice of cancellation or reduction in limits
of coverage must be provided to City. Ten (10) days' notice will be acceptable
in the event of non-payment of premium. Notice must be sent to the Risk
Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with
copies to the Fort Worth City Attorney at the same address.
(b) 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.
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(c) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(d) 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. ComDliance 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, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: William Johnson, Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Teledyne FLIR Defense, Inc
Nicholas Wyatt
100 Midland Road
Oak Ridge, TN 37830
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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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 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").
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
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
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, which is
executed by an authorized representative of each party.
23. 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.
24. 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
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that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration 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 as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. Vendor reserves all rights, title, and interest in and to
any materials produced by Vendor, including, without limitation, all patent rights, copyrights, trademarks,
trade secrets, and all other intellectual property rights. City shall not acquire any rights, title, or interest,
express or implied, in any solutions or service produced by Vendor unless specified in this agreement.
27. 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.
28. 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 future invoice payments.
29. 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor 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
Vendor Services Agreement Page 8 of 30
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, 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.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
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, 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.
33. Entirety of Agreement. This Agreement, including all attachments and 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.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By: /
Name: William Johnson
Title: Assistant City Manager
Date:
Sep 15, 2025
APPROVAL RECOMMENDED:
Jamee�8:45:04 CDT)
By:
Name: James Davis
Title: Fire Chief
ATTEST:
A ..ems
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Teledyne FLIR Defense, Inc
By: �1
Name: Jay Bhanot
Title: Director, Teledyne FUR Defense Contracts
Date: 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: AW
Name: Brenda Ray
Title: Purchasing Manager - Fire
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 30
EXHIBIT A
SCOPE OF SERVICE
Vendor shall provide the following services on an as needed basis to Fort Worth to maintain city owned FLIR gas
detection equipment (See Exhibit B Pricing for a thorough description of services on each model.)
• Full evaluation of product, parts and accessories
• Software/firmware update to the latest approved revision level
• Replacement of internal backup battery (applicable with only older generation
identiFINDER's)
• Replacement of rechargeable batteries
• Optimization of LED for optimal identification results throughout the complete
temperature range (only applicable with Ultra models)
• Adjustment of device parameters, calibration and renewal of background
spectrum of internal Cs-137 source for optimal identification results (only applicable
with models with intrinsic source)
• Optimization of linearity for optimal identification results
• Optimization of gamma dose rate
• Optimization of neutron count rate (only applicable with neutron
models)
• Check internal Cs-137 calibration source for containment integrity
• Quality control of instruments and accessories to ensure that they meet
manufacturer's specifications.
• Annual PM Kit
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EXHIBIT B
PRICE SCHEDULE
025 Service Repair Prating
(US KIRSP)
Effective: Jan a 1. 2025
All Prices in UQ
Dose Rate Calibration Certification
' Full eval uation of product
CAL idF R100
* Software/Firmware upgrade to latest approved revision level 309.23
* Qffical calibration certification of the dose rate
* Quality mfLtrol of instrument
GM Tube Replacement
DET idF R100
*Example why detector replacement maybe necessary; no counts due to defective $ 496-4S
deteaw
Electronic Repair- Minor
REPAIR idF R100 A
5 424.73
* Replacement of housing assembly, display, and other manor repairs
Ele€trorkic Repair- Major
REP#43R idF R10L� [1
� 793.23
' Replacement of P CBA
R 225 D ET LaBr3
' Futl evaluation of product
Softymre}Firmware upgrade to Eatest approved revision level
Optimization of Eirkear" for optimal identification results
' GMdal dose rate calibration {includes Certificate of Calibration)
' Quality control of instrument
CA detector RepEacement (includes SiPM s)
* Example whV detector replacerent may foe necessary; no Counts due to defective S
detector
La8r3 DetettorI FPGA Assembly Replacement
* Examples why detector replacement may be rFecessary m no cDunts due to
5 2,675JOEJ
defective detector, poor detector re ,tALMon resulting in poor Werrtrfxation results
or misidentifications
Electronic Repair - Minor
REPAIR idF R20DA *Examples why repair sepAces maybe necessary; Repracecient of BT PCBA., display, 5 573.52
display PCBA
REPAIR idF R200 B Electronic Repair - Ma}ar 1 13_38
• Replacement or main PCBA
BATT idF 112M Battery Replacement $ 187.25
Replaoernent of leathery
Vendor Services Agreement Page 12 of 30
OPT idF RMG
REF CZT idf R300-
R300 Neutron ZnS
HLS idF R300
REPAIR idF R3W
Optimization
* Full evaluation of product, parts and accessories
* Saftware/Firrnwareupgrade to Iatestapproved revision level
* Replacement of internal rechargeable battery
* Optimization of i0 €rystaIfor optimal identification results
* Optimization of 2x gamma dose rate detectors
Optimization of neutron count we for optimal sensitNrty (i=f applicable)
Quality control of instrument a red acressor3es to ensure that they me et
manufacturer's specifications
Detector Replacement
• Examples why detector replacement may be n ecessary; no counts due to
defective detector, poor detector resolution rem Iting in poor identification results
or misidentifications
ZnS panel Replacement
* Examples why ZnS panel replacennent may be necessary; He bac kground
neutron count rate when no source is present, no counts when source is present
He3 idF R3W
• Examples why He3 tube replacement may be necessa ry; High background neutron
count rate when no source is present, no counts when sou rce is present
Electronic Repair
• Examples why repair services may be necessary; Any type of defectthat requires
comaonent level revs it services or reolaeement of PCIBA's
$ z.942.50
5 2,075.66
$ 2,305_B5
$ 2,150.70
Vendor Services Agreement Page 13 of 30
• Full evaluation of product, parts and accessories
' Soitw re/firrrrrrare update to the latest approved revision l evel
' Replacement of internal backup battery (applicable Mttt only older generation
identifl N DER's j
' Replacement of rechargeable batteries
• Optimization of LED for optimal identifrtation results throughout the complete
temperature range Ionly applicable with Ultra models)
APT idF R4E14 A
' Adjustment of device parametersr calibration and rene wal of background
$ 855.00
spectrum of internal Cs-137 source for optimal identification results (only applicable
with models with intrinsic source)
' Optimization of linearityfor optimal identification results
• Optimization of gamma dose rate
' Optim cation of neutron count rate (only applicable with neutron
models)
' Check internal Cs-1S7 calibration source for containment integrity
• Quality control of instrument and accessories to ensure that they meet
manufacturer's specifications
' Ful I evaluation of product, parts and accessories
' '.Df are firmware update to the latest approved revision I evel
' Replacement of internal backup battery (applicable Mttt only older generation
identiFINDER's)
*Replacement of underwater seals (underwater models only)
' Replacement of rechargeable batteries
• Optim ization of LED for optimal identification results throughout the complete
temperature range fonly applicable with Ultra models)
OPT idF R400 B • Adjustment of device parametersr calibration and renewal of background 5 1,385.65
spectrum of internal Cs-137 source for optimal identification results (only applicable
with models with intrinsic source)
' Dptimization of linearity for optimal Identification results
• Dptim ization of gamma dose rate
' Optimization of neutron count rate (only applicablewitft neutron
models)
• Check internaI Cs-137 calibration source for containme t integrity
' Quality control of instrument and accessories to ensure that they meet
' ir... lIF�r-i_:S> t' tier._
San tillatian Detector Replacement
' Examples why detector replacement may be necessary; no rounts due to
dfT Nal OF R-04D A $ 2,402.15
defective detector, poor detector resolution resulting in poor identification results
or msiderttificatmns
Vendor Services Agreement Page 14 of 30
Sdntilation Detector Replarement(Ultra Models)
DfTNaI OF R400 �
' Examples why detector replacement may ben ecessary; no rounts due to
$ 2,749-30
defecdwe detector, poor detector resolution resulting in poor identifrcation results
or m9sidentifxations
Scintillatban Detector Replacement (Standard Tungsten Shielded Models}
DET NaJ-T idF R4UR
Examples why detector replacement may be rier:essary; no counts doe to
$ 3, 2J34.94
defective detector, poor detector resolution resulting in poor identification results
or misidentifications
Sdntiliation Detector Replacement (Underwater Mode Is)
0ET C,fai idF A400 C
Examples why detector replacement may be necessary; no counts due to
S 2fi08.66
deflective detector, poor detector resdrrtion resulting iri poor identification results
or misidentifications
Scintillation Detector Replarement (LaBR3 Models}
DETEaBr3 idF R400
' Examples why detector replacement may be neressary; no rDunts due to
$ 11,235.00
defective detector, poor detector resolution resulting in poor ideritifrcation results
or rnisldentiflwddons
Neutron Tube Replacement
1 e3 idF R400
' Examples why He3 tube replacement may be necessary; High background neutron
$ 2,391.45
count rate when no source is present no counts when source is present
Electronk Repair - Minor
REPAIR idF R400 A
* Examples why minor repair servkes may be necessary; Defective LED module.
S 1,396.95
defective display module, defective power pcba
Electronic Repo i r - Major
• Examples why major repairservices may be necessary, Any t�'pe of defect on the
REPAJRidF R4009
S 2,316.56
ma in pcba that req uires component revel repair serwicPs, rornpon ent level repair or
replacement of LEI) pulse circuitry
Replacement of Main Dectronic Board Assembly
R EPA IA idF R40G C
' €xamp les why ma i n pcba repl are ment may be necessary; Short in PC BA, open
$ 5,136.00
circu it in PCBA, component level troubleshooting u nsuccessful.
HOUSING WF R400 A
Housing Replacement
2,739.J36
• Replacement of main housing assembly
HOUSMG idf R400 B
Housing Replacement (Underwater Model)
4,412.5
_
•"placement of main housing assembly —
101802
Lens Replacement
$ 264-24
Vendor Services Agreement Page 15 of 30
" Fuil evaluation of product, parts and mressones
Software ffirmwa re update to ttre latest approved revision Eevel
' Optimization of linearity for optimal identification results
R425 O PIT
' Optim ization of gam ma dose rape
$ 856LOO
' Optim ixation of neutron count rate (only appli€a bEe with neutron
models}
* Quality control of instrument and accessoriesto ensure that they meet
mantifaeri �rnr'�clrarifi F
Scintillation Detecbx Assernbiy Replacetnern
' Examples why detector replacement may be n ecemary; no counts due to
R4Z5 [}Ef
defective detector, poor detector resolution resulting in poor identifrcatio n resuhs
'' 136.00
or misidentifications
LaBr3 DeteCtOr f FPGA Assembly Replacement
R425 DFE LaBr3
" Examples why detector replacement may be n ecessary; no counts due to
2'
defective detector, poor detector resolution resulting in poor identification results
or misidentifications
Scintillation Detector Rework
" Examples why detector replacement may be necessary; no counts due to
R425 DE-f REWORK
defective detector, poor detector resolution resulting in poor identificatio n results
2,642-90
or misidentifications. Rework original detector- includes materialsanal labor.
R425 REPAIR A
FPGA PCE3A Replacement
$ 1,979.50
Neutron Sensor Replacement (Single Panel)
R425 Neutron inS
* Examples why Neutron tube replacement may be necessary; Hoi background
$ 2,011-60
neutron count rate when na source is presentr no counts when source is present
R425 REPAIR S
Main PCI3A Replacement
5 1,5%-35
Minor Repairs
R425 REPAIR C.
' Examples why minor repair services may be necessary; CPU SOM replacement,
$ ]�99.65
Display replacement, Component level troubleshooting, etc Includes materials and
labor-
R425 HOLMRiG
Housing Assembly Replacement
5 1,064-65
R425 BATT
E3attery Replacement
$ 325-35
' ReoacEmant of 2x internal rechargeable EithiuM hatUfflPc
Vendor Services Agreement Page 16 of 30
' Full evaluation of produrt, parts and accessories
' So#tware/firmwa re tj pdate to the latest approved revision level
* Optimization of linearity for optimal Edentification remits
OPT R440
' Optimization of gamma dose rate
S 909.50
' Optimization of neutron count rate (only applicable with neutron
models)
* Quality control of instrument and accessonesto ensure that they meet
MFmLjfarntrrr's Teri mtion�
Detector Replacement
DEf R4446
* Examples wily detector replacement may be necessary; no counts due to
4.922_00
defective detector, poor detector resolution resulting in poor identifrcation results
or misidentifFcations
NalL Detector Replacement
DET R440�N
* Examples why detector replacement may be necessary; no counts due to
7,918.01)
defective detector, poor detector resolution resulting in poor identification results
or misidentlftcatlons
LaBr3 DetectorReplacemeni
a ETR444LGi4
* Examples why detector replacement may ben ecessary; nD counts due to
$ 14,659.{}0
defective detector, paar detector resolution resulting in poor identification results
or misidentifications
CLLBC Detector Replacement
DIET R494CLLBC
* Examples why detector replacement may be necessary; no counts due to
13' 375.E
defective detector, poor detector resolution resulting in poor identification results
or misidentifFcations
Neutron Sensor Replarement
REPAIR R440 D
' Examples why Neutron tube replacement may be necessary; Higb background
2,648-25
neutron count rate when no source is preseflt, no counts when source is present
REPAER idf R44014
Electronic Repai r
2`185.15
* Component Level Troubleshooting
REPAIR idF R44015
Replacement of Detector Board Assembly {[Does NOT include Detector]
$ 1,615.70
REPAII3idFR440C
Replacement of CPU {TrizepsAssembly
3,750.35
Vendor Services Agreement Page 17 of 30
• F utl evaluation of product, parts and accessories
' Software/firmware update to the latest approved revision level
' RepJacernent of rechargeable batteries
' Adjustment of device parameters, calibration and renewal of bad%mund
spectrum of intemar {s-137 source for optimal identification results (only applica bra
OPT idF R500
with models with intrinsic source
$ 936.75
• Optimization of linearity for optirnaI identification results
• Optimization of gamma dose rate
• Optimization of neutron count rate (only applicable with neutron
models)
• Check internal Cs-137 calibration source fear containment integrity
• Quality control of instrument a nd accessories to ensure that they meet
Ma1ccations
' Examples why detector replacement may be necessary; no counts due to
4,350-25
dleiecrnre detector, poor detector resolution resu Iting in poor identification results
or misidentifications
La$r3 DetectorE2ep(acemerrt
DET LaB�3 toll J 5Q0
* Examples why detector replacement may be necessary; nn counts due to
11'b63. DD
defective detector, poor detector re-gAtition resulting in poor identification results
or misidentifications
Neutron Tube Replacement
He3 idF R5DD
• Examples why He3 tube replacement maybe necessary; High background neutron
4,f)49.35
count rate when no source is presents no counts when source is present
Electronic Repai r
REPAIR idF RSfld
E amples why repair services may be necessary, Any twpe of defect that requires
2,461-90
cormimnent level repair services or replacement of KBA's
Vendor Services Agreement Page 18 of 30
Optimization
* Full evaluation of product, parts and accessories
* Software/firmware update to ttie latest approved revision level
R700 OPT
* Optim ization of linearity for optimal identification results
S I'ML85
* Optimization of garn ma dose rate
* Optimacrbon of neutron count rate
* Quality control of instrument and accessories to ensure that they meet
rna•nufacwre s specif cations
Nall- Detectrr Replacement
9700 t' ML DET
* Examples why detector replacement may be necessary; no rounts duets
17,697.BO
defective detector, poor detector resolution resulting in poor identification resutts
or misidentifications
i
wrkor Repairs
R700 REPAIR A
* Examples why minor repair services may t}e necessary; Component level
$ 1,744.10
troubleshooting. Mclodes materials and labor-
R700 REPAIR 3
Replacement of Detector Board Assembly {Does NOT include detector)
$ 1,857.15
R700 REPAIR C
Replacement of CPU / Trizeps A5sernb4y
$ 4,{i92-75
R700 UPPER HOUSNG Replacement of Upper Hopsing Assembiy
R700 LOWER
HOUSNG
Replacement of Lower Housing Assembly
$ 583-15
X -40
Vendor Services Agreement Page 19 of 30
City Secretary Contract No.
rAF'CUI1C FCC y1 1IXlJfl
• Guararltersd maximum 3 days service_
EVAL FEE Evaluation Fee 42S_00
• Evaluation fee is only app4mble if repairf ma i ntena n€e selvlCer a re dechned
€]kSP05ALFEE Disposal Fee $5150
Dimmsal of instrument
FR-01-A • Includes PreventativeNlaintenance �Part NumberFR-04-Aj $ 1,353.55
• Repair of single System component ( LED, Diode. Pump. Heater. etQ
Moderate Service
FR-02,A * Includes Preventative Maintenance ( Part Number FR-04-A) $ 2,W8.75
* Rf3air of two system component ( LED, diode, Pump, Heater, etc_}
Major Service
FR-03-A • Includes Preventative Maintenance �Part Number FR-04-A) $ 5,633.55
• Repair of three or more system component {LED, Diode, Pump, Heater, etE-j
Vendor Services Agreement
4�
Optimization
* Full evaluation of product
* Softwareffirmware update to the latest approved revision kevel
* Optimization of gamma dose rate
* Optimization of neutron count rate {if applicable
* Optimization of linearity for optimal identification results
OPT DU S 1,177.00
* Optimization of LED for optimal identi'Fcabon. results throughout the complete
temperature range (if applicable)
* Replacement of brass screws for external power (if applica bI e)
* Replacement of thermal foam {x2) pf n 1034579
* Qualitycontrol of product and accessories to ensure that they meet
manufacturers specifications
Optimization [416Seriesj
* Full evaluation of product
* Soft-yvareffirmwareupdate tothelatest approved revision level
* Optimization of gamma dose rate
* Optimization of neutron count rate {if applicable}
OPT DU 416
* Optimization of rint:arity for optimal identffication results
S 1,561.5�
* Optimization of LED for optimal identification results tbroughout the complete
temperature range {if applicable)
* Replacement of brass screws for external power (if appli€a bI e )
* Replacement of thermal loam {x2) p jn liB674
* Quality control cf product and accessories to ensure that they meet
manufacturers specifications
NaICH) Deter Replacement
—
DET Nal DI-1 A
* Examples why detector replacement may be necessary; ro counts due to
3'S31
defective detector, poor detector resolution re suiting in poor identification results
_l}D
:or misidentifications
Nalijl) Detecwr Replacement (2 x 4 x 16 Inch)
DET Nal € U B
* Examples why detector replacement may be necessary; ria counts due to
� 19,260-CO
defective detector, poor detector resolution resulting in poor identification. resul5
or misidentifications
Neutron Tube Replacement
He3 DU A
* Examples why He3 tube reptacernent may be necessary; He background neutron
S 4,654.50
count raze when na source is present, no counts when source is present
Neutron Tube Replacement �416 Series)
He3 IDU B
* Examples why He3 tribe replacement maybe necessary; lie traci�groufid neutron
$ 4,654.54)
count rate when no source is preserar no €ounts when source is present
Electronic Repair
REPAIR DU A
* Examples why repair semices may be necessary; Any type of defect that requires
S 2,701.75
component lever repair sen+Kes or replacement of PCBA's
Electronic Repair (469 Series)
REPAIR DU B
* Examples why fepairservices may be necessary; Any type of defect that requires
S 3,143.66
component level repair services or replacement of PCBA's
Electronic Repair (416 Series]
REPAIR DU C
* Examples why, repair services may, be necessary; Any type of defect that requires
S 4,247.90
mrimx rent level repair services or reyiaeement of PCBA's
Vendor Services Agreement Page
28 of 30
MAC Calibration and Preventative Maintenance
The 18AC Calibration and Annual PM is the maintenance required to ensure that the
f9AC meets original standards and indudes the fol lowing:
IBAC Calibration
Air flaw check
1,070-00
• Optics cleaning
• Laser power check
• Aerosol calibration
• Calibration
IBAC Carer
Laser Replacement
• I]iagnosdesr replacement and alignment of Laser Diode and testing to ensure it
5 4,012.50
Replacement
meets original standards-
tlptic Cell ReplacemerA
IBAC Optic Cell
• Diagnostics, replacement and alignment of Laser Diode and Optical Assembly, and
� 10,5,32.30
Replacement
testing to ensure it meets original standards- Includes Optic Celi New PEv1T t502
— —
31oo ) — —.
Pump Repair
* DiagrnDs tics, replacement and alignment of Lases• Node and Optical Assembly,
JEiAC Pump Repair
1.251.90
and testing to ensure it meets original standards -Includes- Sample pump
{Z1213M
_
Circuk Board Repair Major
IRAC Major Repair
• Diagnostirs, replacement/extensive re pa it of PCB and testing to ensure it meets
,J389.00
nal standards_
IBACMinorRepair
! Circuit Board Repair Minor
1,048-60
•Diagnastics.PCB repairartdtest to- en sure it meetsorr rnalstandards-
PMTf Detector
I BAC PMT Detector
• Diagnostics, replacernent of PMT Bete rtor and testing to ensure it meets origin a I
$ 2,247.00
standards, Includes_PMi Flourensence.Ph4Dxpn Cnt �Of-�{51
-
Paver Supply
IBAC Power Supply
* Diagmstii s, replacement of Internal Pm er Supply and testing to ensure it meets
$ 797-15
—
or�gpnak 5ndard—
_
HEPA Fitter Assembly Replacement
IBAC HEPA Filter
* Diagnostics, replacement of Hepa fitter and testing to ensure it meets original
$ 818-55
Replacement
i standards-
IBAC 1=valuation Fee
IBAC Evaluation Fee
$ 1,103.17
* Evaluatbn tee is only applicable if repairf maintenance services are declined-
IE3ACReiraLeSup porr
IBACRemote Support
$ 617-39
1BAC Cal Station
IBACCalibrator PM/Cal
S 2'74fi 69
Calibration
• Perform PM and semiannual calibration
Vendor Services Agreement Page 28 of 30
� � I
The Annual FIM is the rnxaintenan€e required to ensure that the G510 meets original
standards and includes the following {parts and labor}:
* IGt Maintenance and Tool Kit 400/4501460
* Service parts G450 Paris X it (241-005-0033)
* Service Parts G404 Paris X it 1241-005-0036)
40GANNUALPM
* Spare Raft Kiz Custom (241-005-0037)
5 13,817-98
*Annual PM Kit G400/G450 {241-005-0038M
* GC Maintenance Kit G400 Series (241-005-0040)
* Smire Kit Ann uaI Hydrogen Gen PH2O0 (241-005-0041)
* Spares Ki# Auto Sampler (241-005-0042)
* Annual PM Kit G460 41-005-0Mj
* Griffin G460 Wre-Serial SWI Parts Kit ! 241-005-00441
Injector Maintenance
G4XX Injector
Maintenance
* Diagnostics, €leaning and testing to ensure it meets original standards. Indudes=
S 599.20
1 njector Maintenan€e kit (241-005-0040j
Rough Pump Replacement
G4XX Rough Purnp
*Diagnostics, replacement of pfeiffer rough -pump and testing to ensure it meets
$ 4,473-67
Replarernent
o_ rional standards_ In€Dudes= Pfeiffer Rough Pump (450-001-0023)
Turbo Pump Replacement
G4XX Tuba Pump
*ent Diagnostics, replacement of pfeiffer turbo pump and testing to ensure it meets
S 11,107- 7
Replacem
original standards, Includes: Pfeiffer Rough Aurnp (450-001-0042}
I on Tra p Ma intena nce
G4XX Ion Trap
*Diagnostics, deaning/service of ion trap and testing to ensure it meets original
$ 1,235-85
Maintenance
standards_
Circuit Board Repair Major
G4XX Repair Major
* diagnostics, repla€emenybaensive repairs to major circuit boards and testing to
3,544.91
ensure it meets orkinal smndw&d Indudes: Inlet Comrollef gaand (303-001-0U8S)
Circuit Board Oepair -Minor
G4XX Repair Minor
* Diagnostics, repiaEement/minor repairs and testingto ensure it meets original
$ 1 765-50
standards_ Includes: Power Switch PC$A (303-045-0050)
G4,U Detector
Detector Assembly Replacement
Assembly
* Diagnostics, replacement of DexectorAmembly and testing to ensure it meets
$ 4,022.1.9
Replacement
orional standard's_ Includes: Detector Assembly (201-013-0176)
Ana"calColumn Replacement
04Aflalytical
GX
Diagnostics, replarement of GC Column Assembly and testing to ensure it meets
8,027.14
CoJre Replacement'
nrkonar standards Includes: GC Column Assembly Kit 1201-015-0015, 241-005-OW)
64XX Remote Support,
Remote Support
$ 615.25
G4XX Evaluation Fee
G41f}f Evaluation Fee
$ 1 Ma 17
* Evaluation fee is anly applicable if repairJrna kenanceservicm are declined
Vendor Services Agreement Page 28 of 30
The Annual PM is the ma intena rice required to ensure that the G510 m eets original
standards and includes the fallowing (parts and labor)-.
* Injector Maintename Kit 1241-W5-0072)
* Injector Septum (2)
* Injector Split Liner
* Spa Liner 0-ring
* 2 Weldment Q-ring
500ANNUAk.PM
* Source Cleaning (201-032-0008)
$ 5.995.00
' MIMS Disk Assembly (201-028-CO37)
" MIMS Disk Cr-Ring (241-024-D027)
* Calibrant Refill (490-001-0DOr]
* Guard In (202-032-0002)
* Injector Ferrule (431-091-0DD6}
* 2 Column Ferrules (431-091-DO16)
* Pr€aon Assembly {201-032-0321)
* FjIamenti460-M-CQ241
G5XX Main Computer
G5XX Main Computer ftlacement
Replacement
' Replacement of G510 S4M (303-001-02581
3,845.99
G5XX pIC Board
WC PCBA Replacement
* Diagnostics, replacement of PCBA and testing to ensure it meets original
$ 1,444.50
Replacement*
indudes: ulry PCBA (343-041-0245)
G5XX Probe Board
Probe PCBA Rep€acement
* Diagnostics, replacement of PC$A and testing to ensure it meets original
$ 1r027.2C
Replacement*
Includes: Probe PCBA (303-Wl-0256)
G5,XX Turbo Board
Turbo PCBA Replacement
* Diagnostics, replacement of PCBA and testing to ensure it meets original
$ 1,032-55
t3eptatement
standards_ Includes: Turbo PCBA 303-Odi-0252j
G5XX RF Board
RF PCBA Feedthru Replacement
* Diagnostics, replacement of PCBA and testing to ensure it meets original
$ 2,856-90
Jiephafement
standards Includes: RF PCBA Feedthru 4303-001-02441
G5XX µPWR Board
µPWR PCBA Replacement
* Diagnostics, replacement of PCBA and testing t o ensure it meets original
$ 2, 53O.55
Replacement*
Includes: Pawer PCBA 4303-001-G212j
G5XX pEC Board
µfC PCBA Replacement
* Diagnostics, repiacement of PCBA and testing to ensure it meets original
$ 3,077.32
Replacement
standards. Includes: gECPt;BA (303-001-0224}
G5XX I nj mor
InjecmorReplacement
Diagnostics, replacement of I njector assembly and testing to ensure it meets
$ 4,277.96
Replacement
original standards_ Includes= Injector AssembN [kit # 201-032-0255j
G5XX Sample Probe
Sample Probe and Line Replacement
*Diagnostics, reQlacernent of sample probe/nine and testing tD ensure it meets
5 2,578.70
Jiephacerrient
original, sta ndards_ I n€hides= (kit # 201-032-0322)
G5xx Minor Repair
G 5XX Mmor Pepak ' Diagnostics, minor repairs and testing to ensure the G510 meets original $ 2,102.55
standards,
Vendor Services Agreement Page 28 of 30
EXHIBIT C
SOLE SOURCE EXEMPTION FORM
FORT Wbf R.
CrrY OF FORT WORTH
C'H_UYTE.R ?:? EXENHYnON FORM
Instructions: Fill out the entire form Writh detailed information- Office you have completed this form_
provide it to the Purchaaing attorney for review. The attorney uriill re'6 iew the informatim you have
provided to detem ne whether an exemption to Chapter -52's biding requirements is defensible_
If you are printing this form to provide to Legal, please donor provide thi- Pruner portion. Failure
to provide sufficient information may result in follon, up questions and cause a delay in the
attorney's d'eterminatian_
Section 1: General ra€armatiou
liestmgDepartment:
FIRE
Name of Contract Maaager-
BRENDA RAY
De-partment's Attorney-
TAYLOR PANS
Item or Service sought:
SERVICES
Goo&:
❑
Ser61ee-
El
Anticipated Amount:
$ 100.0-00.00
Vendor:
Teledyne FUR Defense- Inc_
C'urtrnt-Trior Agreement fcr ite m-sen,ice:
Yes NG Ej
CSC or F-ircb.ase Order 9:
PSIS 0533
Amouuit
$ 50' . 000.0 0
Projected Nf&C Dare: [ENT SERT DATE OR N!A]
Flow urill this item or service be used? Repair of Radiation Detection Equipment for Fire
Dept Hazardous Material Handling
Has your department started a requisition or other a contacted the Tbmdiasiaff Division related
to obtaining this good.rsen.-ice? Yes ❑ No E9
If ykes_ please pro�,ide requisition number or brief explanation of contact with
Purchasing Di-.ision_ NIA
Fagc I c-5
Vendor Services Agreement _ Page 28 of 30
Section 2: Claimed Ememption and dustifi€ation {0tber tuan sole source}
NOTE - For a claimed sole -source exemption_ only complete Section 3_
Please indicate the non -sole -source exemption y-on believe applies to the purchase and provide
informatian to support its applicability_ Please refer to the Exemption Primer for detailed
infbfmation about co+ m.,-+, exemptions=
❑ A procurement aecessary to presen-e or pfooect the public health ar safety of the City
of Fort Worth-s residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment_ or other property
❑ A procunmimt for personal professional, or planning wnices;
❑ A procurement for work that is performed and paid for by the day as the work
pro-gresses:
❑ A purchase of land or a right -of --way,
❑ Paving drainage_ street wideniup_ and other public improvememts_ or refaced matter. if
at least one -thud of the cost is to be paid by or through special assessments Inied ou
pmPerry that will. beneff t from the improvements;
❑ A public improwmen# project_ already in proyss, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a €ontract by which a developer participates in the conAnution of a
public improvement as provided by Subchaptef C_ Chapter 212;
El Personal property sold:
• at an auction by a state licensed auctioneer:
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17-Business & Commerce Code;
• by a political snbdivisioa of this stage_ a state agency of this state, or an
entity ofthe federal goven mrut; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning c[mim; csicn established under Chapter 39I ;
❑ Smices peTkt med by blind or sev erely disabled persons-,
❑ Goods purchased by a municipality for subsequent retail sale by the muaicipality=
Paget of6
Vendor Services Agreement Page 29 of 30
❑ Elect icityr or
❑ Advertising, other than legal notices_
Please provide details and facts to explain why you believe the exemption applies to the
purchase_ You may also attach documentation to this farm_ -'hick or tap hereto enter text
Section 3: Claimed Sole-S-ource Exemption and Justification
NOTE - For any non -sole -source exemption_ complete Section 2_
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability_ please refer to the Exemption Printer far detailed
information about common exemptions
N *A procuremml of items that are assailable from only one source, including:
• items that are available from only one source because of patents, copyrigbts_
secret processes_ or natural monopolies;
f films_ manuscripts.- or books:
gas_ water- and other utility services;
* captive replacement parts or components fur equipment;
• books_ papers_ and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials: and
• management services provided by a nonprofit organization to a municipal
museuvL park_ zoo_ or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Researchecd the W-eb and checked with OEM on authorized rewdr centers_
Attach screenshots and provide an explanation of any independent research you conducted_
throixgh internet searches. searching cooperatives. or discussions with others kna ledgeable on
the subject matter that corroborate that the itein is available only from a single source_
N`'A
Did you attach a sale source justification letter? M Yes ❑ Ni o
Describe the uniqueness of the item or service (e.g. compatibility or patent issues. etc.). Teledyne
FLr Detection is the only company with the intellectual property rights to repair the
identiF DER (including'-wIGH_ UL-N H and LTW-N H models),1 00.13 }_ R400 (including
Vendor Services Agreement Page 31 of 30
N H, UL-NGli and UW-NGH models), R425, R4 , RSO4, R700, IBAC (Bio-aemsol
monitoring and sampling device). IBAC-2 (B io-aerosol monitoring and sampling del ice) and
Griffin G510 (CM)_
Section 4: Attorne'- Determination
With the facts provided by the depar=ent_ is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? Myes ❑No.
Was there anything attached to this form that was relied on in making this d ;n ticn'x
Myes ❑No_
If yes_ please explain:Letter from Vendor dated 4, &25 describing proprietary nature of
product and repair services_
Was there anydking not included on this form or attached hereto that was relied on in making this
determinations ::]yes CNo.
If yes, please explain_diz:k or tap here tia enter text
Will the standard terms and conditions apply'?
Will the contract require special tenEs7
Will the contract require review by the department attorney`'
?ippro--ed By -
Jm9ny Anato-Mensah f Jessika William
Assistant City Attorney
OYes ❑No.
Myes MNo_
Dyes ❑No_
Date: 6,10/25
Vendor Services Agreement Page 23 of 30
!,TELEDYNE FUR
Everywhereyoulook
Teledyne FLIR Detection, Inc.
100 Midland Road
Oak Ridge, TN 37830
P: 865.220.8700
F: 865.813.0438
www.teledyneflir.com
April 6, 2023
Sole Source Statement:
Teledyne FLIR Detection is the original manufacturer of the Radiation Identification Devices including the
identiFINDER (including NGH, UL-NGH and UW-NGH models), R200, R300, R400 (including NGH, UL-NGH and
UW-NGH models), R425, R440, R500, R700, IBAC (Bio-aerosol monitoring and sampling device), IBAC-2 (Bio-
aerosol monitoring and sampling device), and Griffin G510 (GC/MS). Replacement components are only
available from Teledyne FLIR Detection.
Teledyne FLIR Detection has proprietary tools and software that were specifically developed by Teledyne FLIR
Detection, for the adjustments and testing of the identiFINDER (including NGH, UL-NGH and UW-NGH models),
R200, R300, R400 (including NGH, UL-NGH and UW-NGH models), R425, R440, R500, R700, IBAC (Bio-aerosol
monitoring and sampling device), IBAC-2 (Bio-aerosol monitoring and sampling device)and Griffin G510
(GC/MS). These tools and software are not available to anyone other than Teledyne FLIR Detection.
Teledyne FLIR Detection is the only company with the intellectual property rights to repair the identiFINDER
(including NGH, UL-NGH and UW-NGH models), R200, R300, R400 (including NGH, UL-NGH and UW-NGH
models), R425, R440, R500, R700, IBAC (Bio-aerosol monitoring and sampling device), IBAC-2 (Bio-aerosol
monitoring and sampling device) and Griffin G510 (GC/MS).
Shoul you have any questions, please do not hesitate to contact me.
Steven Read
Senior Customer Service Manager
Teledyne FLIR Detection, Inc.
Vendor Services Agreement Page 32 of 30
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
TELEDYNE FLIR DEFENSE, INC
100 MIDLAND ROAD
OAK RIDGE TN 37830
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name:
Position:
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name:
Signature of President / CEO
Other Title: Director Government Business
Date:
Vendor Services Agreement Page 33 of 30
CSCO VSA SS Teledyne Flir Defense inc
(Final)
Final Audit Report 2025-09-12
Created: 2025-09-12
By: Valerie Richards (Valerie.Richards@Teledyne.com)
Status: Signed
Transaction ID: CBJCHBCAABAAPBGo47-GgJrrBolcayD0o1ElBIZr9h-T
"CSCO VSA SS Teledyne Flir Defense inc (Final)" History
Document created by Valerie Richards (Valerie. Richards@Teledyne.com)
2025-09-12 - 7:15:21 PM GMT
Document emailed to Jay Bhanot (jay.bhanot@teledyne.com) for signature
2025-09-12 - 7:15:29 PM GMT
Email viewed by Jay Bhanot Qay.bhanot@teledyne.com)
2025-09-12 - 7:17:01 PM GMT
Document e-signed by Jay Bhanot (jay.bhanot@teledyne.com)
Signature Date: 2025-09-12 - 7:18:29 PM GMT - Time Source: server
Agreement completed.
2025-09-12 - 7:18:29 PM GMT
a Adobe Acrobat Sign
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: TELEDYNE FLIR DEFENSE, LLC
Subject of the Agreement: SOLE SOURCE -VENDOR SERVICE AGREEMENT
REPAIR AND MAINTENANCE OF FLIR RADIATION DETECTION PRODUCT
M&C Approved by the Council? * Yes ❑ No ❑■
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑■ No ❑
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No ❑■
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes ❑ No 0
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑■ No ❑
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.