HomeMy WebLinkAbout064865 - General - Contract - Idemia Identity & Security USA LLCCSC No. 64865
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase 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 Idemia Identity & Security USA LLC.,
("Vendor"), a Texas registered Foreign Limited Liability Company (LLC) company, acting by and through
its duly authorized representative, each individually referred to as a "party" and collectively referred to as
the "parties."
The Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A: City of Fort Worth Standard Terms and Conditions;
3. Exhibit B: Price Schedule;
4. Exhibit C: Vendor's Sole Source Justification Letter;
Exhibits A through C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms
herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control.
City shall pay Vendor in accordance with the fee schedule in Exhibit B for the IDEMIA LiveScan
System equipped with the accepted standard State of Texas Department of Public Safety
(TX-DPS) software and workflows in accordance with the provisions of this Agreement. Total
annual payment made under this Agreement by City shall not exceed fifty thousand dollars
and zero cents ($50,000.00). Vendor shall not provide any additional items or services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in
writing the additional costs for such services. City shall not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective party. Vendor and City have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed by the City's
Assistant City Manager.
[SIGNATURE PAGE FOLLOWS]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 1 of 22
ACCEPTED AND AGREED:
CITY
CITY OF FORT WORTH
B:
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Name: William Johnson
Title: Assistant City Manager
Date: 03/14/2026
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By:
David Carabajal ar 13, 2026 19:30:08 CDT)
Name: David Carabajal
Title: Executive Assistant Chief
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By: CC
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Idemia Identityy & Security USA LLC
By: C/ "
Name: Christian Hzy
Title: Inside Sales
Date: 3/12/2026
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
Title:
Kathryn Agee (MpfM 2026 13 :34 CDT)
Kathryn Agee
Senior Management Analyst
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Jerris Mapes
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved:
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 2 of 22
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1. DEFINITION OF CITY
For purposes of this Agreement, the term "City" means and includes the City of Fort Worth,
its officers, agents, servants, authorized employees, vendors, and subcontractors who act
on behalf of various City departments, bodies, or agencies.
2. DEFINITION OF VENDOR
For purposes of this Agreement, the term "Vendor" means and includes Idemia Identity
& Security USA LLC, its officers, agents, servants, employees, vendors, subcontractors,
or other providers of goods and/or services who act on behalf of the entity under contract
with the City of Fort Worth.
3. TERM
The initial term of this Agreement is for one (1) year, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless
terminated earlier in accordance with this Agreement. City will have the option, in its sole
discretion, to renew this Agreement under the same terms and conditions, for up to four (4)
one-year renewal periods (each a "Renewal Term").
4. PRICE STABILITY
4.1 Price Stability. Prices established under this Agreement shall remain firm for the
initial contract term and all renewals, unless an Economic Price Adjustment (EPA)
is granted. Price shall include all costs necessary to deliver the contracted goods
and/or services, including freight, delivery, overhead, and profit, unless otherwise
provided herein.
4.2 Economic Price Adjustment (EPA) Eli ig bility. The Vendor may request an
Economic Price Adjustment (increase or decrease) to reflect bona fide changes in
the Vendor's actual costs to perform, provided:
4.2.1 The adjustment is requested no more than once per twelve (12) month
period; and
4.2.2 The adjustment request coincides with a contract renewal/extension term.
4.3 Submission Requirements. Any EPA request must be submitted in writing to the
City at least ninety (90) calendar days prior to the start of the renewal period. The
Vendor's written request must include:
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4.3.1 Quote including current and proposed pricing; and
4.3.2 Documentation substantiating the proposed pricing.
Failure to provide adequate documentation or timely submission may result in denial of
the request.
4.4 Basis of Adjustment. Adjustments shall reflect actual increases or decreases in the
Vendor's cost of performance and shall not include increases to recover missed
profit or margin expansion. The City reserves the right to verify submitted
documentation, require additional supporting evidence, or consider recognized
industry indices to confirm market conditions.
4.5 Government Review and Determination. The City, at its sole discretion, may:
4.5.1 Approve the request in whole or in part; or
4.5.2 Negotiate a revised adjustment; or
4.5.3 Reject the request as unsupported or unreasonable.
If the requested adjustment is rejected, the City may elect not to exercise the renewal
option and allow the Agreement to expire at the end of its term or procure goods/services
by any other lawful method.
5. PUBLIC INFORMATION
City is a government entity under the laws of the State of Texas and 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. The Parties agree that nothing contained within this Agreement is considered
proprietary or trade secret information and that this agreement may be released in the event
that it is requested.
6. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of City may have a financial interest, direct or indirect, in any
contract with City or be financially interested, directly or indirectly, in the sale to City of
any land, materials, supplies or services, except on behalf of City as an officer or
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 4 of 22
employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract voidable by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
7. ORDERS
7.1 No employees of the City or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the City. The only
exceptions are Purchasing Card orders and emergencies pursuant to Texas Local
Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies,
the City's Purchasing Division will place such orders.
7.2 Acceptance of an order and delivery on the part of the Vendor without an approved
contract number, purchase order number, or release number issued by the City may
result in rejection of delivery, return of goods at the Vendor's cost and/or non-
payment.
8. VENDOR TO PACKAGE GOODS
Vendor will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Vendor's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and
(d) Number of the container bearing the packing slip. Vendor shall bear the cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any applicable
specifications. City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
9. SHIPMENT UNDER RESERVATION PROHIBITED
Vendor is not authorized to ship the goods under reservation, and no tender of a bill of
lading will operate as a tender of goods.
10. TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to City until City actually receives and
takes possession of the goods at the point or points of delivery and after inspection and
acceptance of the goods.
11. DELIVERY TERMS AND TRANSPORTATION CHARGES
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Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
12. PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
13. RIGHT OF INSPECTION
City shall have the right to inspect the goods upon delivery before accepting them. Vendor
shall be responsible for all charges for the return to Vendor of any goods rejected as being
nonconforming under the specifications.
14. INVOICES
14.1 Vendor shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Vendor
shall mail or deliver invoices to City's department and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
14.2 Vendor shall not include Federal Excise-, or State or City sales tax in its invoices.
The City shall furnish a tax exemption certificate upon Vendor's request.
13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the first payment is due to Vendor, Vendor shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
15. PRICE WARRANTY
15.1 The price to be paid by City shall be that contained in Vendor's proposals which
Vendor warrants to be no higher than Vendor's current prices on orders by others
for products and services of the kind and specification covered by this agreement
for similar quantities under like conditions and methods of purchase. In the event
Vendor breaches this warranty, the prices of the items shall be reduced to the prices
contained in Vendor's proposals, or in the alternative upon City's option, City shall
have the right to cancel this contract without any liability to Vendor for breach or for
Vendor's actual expense. Such remedies are in addition to and not in lieu of any
other remedies which City may have at law or in equity.
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15.2 Vendor warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage fee or contingent fee, excepting employees of an established
commercial or selling agency that is maintained by Vendor for the purpose of
securing business. For breach or violation of this warranty, City shall have the right,
in addition to any other right or rights arising pursuant to said purchase(s), to cancel
this contract without liability and to deduct from the contract price such commission
percentage, brokerage fee or contingent fee, or otherwise to recover the full amount
thereof.
16. PRODUCT WARRANTY
Vendor shall not limit or exclude any express or implied warranties and any attempt to do
so shall render this contract voidable at the option of City. Vendor warrants that the goods
furnished will conform to City's specifications, drawings and descriptions listed in the
proposal invitation, and the sample(s) furnished by Vendor, if any. In the event of a conflict
between City's specifications, drawings, and descriptions, City's specifications shall
govern.
17. SAFETY WARRANTY
Vendor warrants that the product sold to City shall conform to the standards promulgated by
the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of
1970, as amended. In the event the product does not conform to OSHA standards, City may
return the product for correction or replacement at Vendor's expense. In the event Vendor
fails to make appropriate correction within a reasonable time, any correction made by City
will be at Vendor's expense. Where no correction is or can be made, Vendor shall refund all
monies received for such goods within thirty (30) days after request is made by City in
writing and received by Vendor. Notice is considered to have been received upon hand
delivery, or otherwise in accordance with the Notice to Parties Clause of this Agreement.
Failure to make such refund shall constitute a breach and cause this contract to terminate
immediately.
18. SOFTWARE LICENSE TO VENDOR
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Vendor hereby grants to City, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Vendor, and is licensed and provided to the City for City's sole use for purposes under this
Agreement and any attached work orders or invoices. The City may not use or share this
software without permission of the Vendor; however, City may make copies of the software
expressly for backup purposes.
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19. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
19.1 The VENDOR warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to programs, documentation, software,
analyses, applications, methods, ways, and processes (each individually
referred to as a "Deliverable" and collectively as the "Deliverables") do not
infringe upon or violate any patents, copyrights, trademarks, service marks,
trade secrets, or any other intellectual property rights or other third -party
rights.
19.2 VENDOR shall be liable and responsible for any and all claims made against
the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of
any Deliverable(s) in the course of performance or completion of, or in any
way connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
19.3 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,
trademark, trade secret, or similar property right arising from City's use of
the Deliverables 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 Deliverables. 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 of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any
such claim; however, City shall have the right to fully participate in any and
all such settlement, negotiations, or lawsuit as necessary to protect 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 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 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 along
with copies of all papers City may 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
Deliverables 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 shall, at its own expense: (a)
procure for City the right to continue to use the Deliberables; or (b) modify the
Deliverables to make them non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the Deliverables;
or (c) replace the
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Deliverables with equally suitable, compatible, and functionally equivalent
non -infringing Deliverables 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 at law
or in equity.
19.4 The representations, warranties, and covenants of the parties contained in this
Agreement will survive the termination and/or expiration of this Agreement.
20. OWNERSHIP OF WORK PRODUCT
Vendor agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made, or suggested by the Vendor for the City pursuant to a Work Order, including all such
developments as are originated or conceived during the term of the Agreement and that
are completed or reduced to writing thereafter ("Work Product") will be considered
"work(s) made for hire" and will be and remain the exclusive property of the City. To the
extent that the Work Product may not be considered work(s) made for hire under the
applicable law, Vendor hereby agrees that this Agreement effectively transfers, grants,
conveys, and assigns exclusively to City, all rights, title, and ownership interests, including
copyright, which Vendor may have in any Work Product or any tangible media embodying
such Work Product, without the necessity of any further consideration or instrument of
transfer, and City shall be entitled to obtain and hold in its own name, all rights in and to
the Work Product. Vendor, for itself and on behalf of its agents, hereby waives any property
interest in such Work Product.
21. CANCELLATION
City shall have the right to cancel this contract immediately for default on all or any part of
the undelivered portion of this Agreement if Vendor breaches any of the terms hereof,
including warranties of Vendor. Such right of cancellation is in addition to and not in lieu
of any other remedies which City may have at law or in equity.
22. TERMINATION
22.1 Written Notice. The purchase of goods under this Agreement may be terminated
by City, in whole or in part, with or without cause, at any time, upon the delivery to
Vendor of a written "Notice of Termination" specifying the extent to which the
goods to be purchased under the Agreement is terminated and the date upon which
such termination becomes effective. Such right of termination is in addition to and
not in lieu of any other termination rights of City as set forth herein.
22.2 Non -Appropriation 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
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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.
22.3 Duties and Obliizations of the Parties. Upon termination of this Agreement for any
reason, Vendor shall only be compensated for items requested by the City and
delivered prior to the effective date of termination, and City shall not be liable for
any other costs, including any claims for lost profits or incidental damages. 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, Vendor shall return all City provided information or data to
City in a machine-readable format or other format deemed acceptable to City.
23. ASSIGNMENT / DELEGATION
No interest, obligation, or right of Vendor, including the right to receive payment, under
this contract shall be assigned or delegated to another entity without the express written
consent of City. Any attempted assignment or delegation by Vendor shall be wholly void
and totally ineffective for all purposes unless made in conformity with this paragraph. Prior
to City giving its consent, Vendor agrees that Vendor shall provide, at no additional cost to
City, all documents, as determined by City, that are reasonably necessary to verify
Vendor's legal status and Vendor's transfer of rights, interests, or obligations to another
entity. The documents that may be requested include, but are not limited to, Articles of
Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax
identification number, etc. City reserves the right to withhold all payments to any entity
other than Vendor if Vendor is not in compliance with this provision. If Vendor fails to
provide necessary information in accordance with this section, City shall not be liable for
any penalties, fees, or interest resulting therefrom.
24. WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration, is in writing, and is signed by the aggrieved party.
25. MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
26. THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between City and Vendor shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and is intended also as a complete and
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exclusive statement of the terms of their agreement. No course of prior dealings between
the parties or usage of trade shall be relevant to supplement or explain any term used in
this Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used but
not defined within this Agreement, the definition contained in the UCC shall control. In
the event of a conflict between the contract documents, the order of precedence shall be as
stated in the second paragraph on the first page of this Agreement.
27. APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant
County, Texas. This contract shall be governed, construed, and enforced under the laws of
the State of Texas.
28. INDEPENDENT CONTRACTOR(S)
Vendor shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of City. Vendor shall have exclusive control of, and the exclusive
right to control the details of, its operations hereunder and all persons performing same and
shall be solely responsible for the acts and omissions of its officers, agents, employees,
vendors, and subcontractors. The doctrine of respondeat superior shall not apply as between
City and Vendor, its officers, agents, employees, vendors, and subcontractors. Nothing
herein shall be construed as creating a partnership or joint enterprise between City and
Vendor, its officers, agents, employees, vendors, and subcontractors.
29. LIABILITY AND INDEMNIFICATION
29.1 LIABILITY— VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND 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, OR EMPLOYEES.
29.2 GENERAL INDEMNIFICATION— VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND 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 PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
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VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS,
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
29.3 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, TRADEMARK, TRADE SECRET, OR SIMILAR
PROPERTYRIGHT ARISING FROM CITY'S USE OF THE DELIVERABLES
IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD
THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY SHALL NOT
APPLYIF CITYMODIFIES OR MISUSES THE DELIVERABLES. 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 OF
ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS
SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE
ANY SUCH CLAIM, HOWEVER, CITY SHALL HAVE THE RIGHT TO
FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT 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 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 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 ALONG WITH COPIES OF ALL PAPERS CITY
MAY 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 THISAGREEMENT. IF THE DELIVERABLES OR ANYPART
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 SHALL, AT ITS OWN EXPENSE: (A) PROCURE
FOR CITY THE RIGHT TO CONTINUE TO USE THE DELIVERABLES; OR
(B) MODIFY THE DELIBERABLES TO MAKE THEM NON -
INFRINGING, PROVIDED THAT SUCH
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30.
31.
32.
MODIFICATIONDOES NOT MA TERIALLYADVERSELYAFFECT CITY'S
AUTHORIZED USE OF THE DELIVERABLES; OR (C) REPLACE THE
DELIVERABLES WITH EQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIVALENT NON -INFRINGING DELIVERABLES AT
NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE
FOREGOING ALTERNATIVES ARE REASONABLY AVAILABLE TO
VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL
AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH
TERMINATION CITYMAY SEEK ANYAND ALL REMEDIES AVAILABLE
TO CITYAT LAW OR INEQUITY.
SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then City will immediately notify Vendor of
such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to City of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available.
NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement will be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, or (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City
Attorney's Office at same address
To VENDOR:
Idemia Identity & Security USA LLC.
14 Crosby Drive Suit 200
Bedford, MA. 01730
Noemi Islas -Inside sales
657-652-4447
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 13 of 22
33. NON-DISCRIMINATION
Vendor, for itself, its personal representatives, assigns, subvendors, and successors in
interest, as part of the consideration herein given, 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, SUBVENDORS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO
INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH
CLAIM.
34. IMMIGRATION NATIONALITY ACT
Vendor shall verify the identity and employment eligibility of its employees who perform
work under this Agreement and complete 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 and establish appropriate
procedures and controls so that no services will be performed by any Vendor employee
who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
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.
35. HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Vendor must meet or exceed
all applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Vendor agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Vendor shall indemnify City from any penalties or liabilities due to violations of
this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
36. 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
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 14 of 22
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. The City's right to audit, as described herein,
shall survive the termination and/or expiration of this Agreement.
37. DISABILITY
In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
Vendor warrants that it and all of its subcontractors will not unlawfully discriminate on the
basis of disability in the provision of services to general public, nor in the availability,
terms and/or conditions of employment for applicants for employment with, or employees
of Vendor or any of its subcontractors. Vendor warrants it will fully comply with ADA's
provisions and any other applicable federal, state and local laws concerning disability and
will defend, indemnify and hold City harmless against any claims or allegations asserted by
third parties or subcontractors against City arising out of Vendor's and/or its subcontractor's
alleged failure to comply with the above -referenced laws concerning disability
discrimination in the performance of this agreement.
38. DISPUTE RESOLUTION
If either City or Vendor has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered, or any warranty that arises under this Agreement, the parties
shall first attempt to resolve the matter through this dispute resolution process. The
disputing parry shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, whether through email,
mail, phone conference, in -person meetings, or other reasonable means, to resolve any
claim, dispute, breach, or other matter in question that may arise out of or in connection
with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the
date of receipt of the notice of the dispute, then the parties may submit the matter to non-
binding mediation upon written consent of authorized representatives of both parties. If the
parties do not agree to mediation, or if the parties submit the dispute to non -binding
mediation but cannot resolve the dispute through mediation, then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
39. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
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. To the extent the Chapter 2271 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 15 of 22
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.
40. PROHIBITION ON BOYCOTTING ENERGY COMPANIES
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000,
this section does not apply. Vendor acknowledges that in accordance with Chapter 2276
of the Texas Government Code, the City is prohibited from entering into a contract for
goods or services 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. To the extent that Chapter 2276 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature
provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this
Agreement.
41. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000,
this section does not apply. Vendor acknowledges that in accordance with Chapter 2274
of the Texas Government Code, the City is prohibited from entering into a contract for
goods or services 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. 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.
41. INSURANCE REOUIREMENTS
41.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 16 of 22
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor or its employees,
agents, or representatives in the course of providing services under
this Agreement. "Any vehicle" shall include any vehicle owned,
hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act
or any other state workers' compensation laws where the work is
being performed
Employers' Liability:
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$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
through a separate policy specific to Professional E&O. Either is
acceptable if coverage meets all other requirements. Coverage shall
be claims -made and maintained for the duration of the contractual
agreement and for two (2) years following completion of services.
An annual certificate of insurance shall be submitted to City to
evidence coverage.
41.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall name City as an additional insured thereon, as its interests may
appear. The term "City" shall include its employees, officers,
officials, agents, and volunteers with respect to the contracted
services.
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of City.
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 17 of 22
(c) A minimum of thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to City. At least ten (10) days'
notice shall be acceptable in the event of non-payment of premium.
Notice shall be sent to the Risk Manager, City of Fort Worth, 100
Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum
rating of A- VII in the current A.M. Best Key Rating Guide or have
reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance
requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the City prior to Vendor
proceeding with any work pursuant to this Agreement.
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 18 of 22
Exhibit B
PRICE SCHEDULE
Price List for IDEMIA LiveSean System Desktop Tenprint/Palm Capture
Table 1. Prid
Ls.3-5IED-22T
IOEMIA LiveScan System DesktopTenpnntlPalmCapture. including:
$18,798
LS_C5TX{ T1
IDEMIA LPreScan System Software
LS-00W-FTP-S5H
• F81 Appendix F Certified TenprintlPalin 500PP1 Scanner with Moisture
LSAT
discriminating Optics Scanner"' (MDG) Plock Technology
LSFRFIE,HT-DP
+ Computer, Touch screen Mmnitor, keyboard
• Standard TX -IMPS defined Workflows and profiles
+ UPS
• Installation I On site Training
• Warranty: 1 Year on -site Advantage Solution warranty, 9X5. Next day on -
site response and parts replacement
• Freight
LS D€ MA+
OpTO;,-: Annual Maintenance. {to start aFter 0 Year t i@nanW 1 Year On -site
Advanrage Solution, 9X5, Next day on -site response and parts replacement —
LiveScan & Printer
Sole Source Purchase Agreement- Idemia Identity & Security USA, LLC. Page 19 of 22
EXHIBIT C
Vendor's Sole Source Justification Letter
I DEMIA
11951 Freedom Drive, Suite 1800, Reston, Virginia 20190
January 27, 2026
James Rodriguez
Sr. Business Process Analyst
Fort Worth Police Department
505 W. Felix St,
Fort Worth, Texas 76115 Tel: 817-392-4286
Email: James. rod riauezafortworthtexas.aov
Reference No. IDTX-LO81925-02D
IDEMIA is pleased to provide * Fort Worth Police Department* with the following price quote for the
IDEMIA LiveScan System equipped with the accepted standard State of Texas Department of Public
Safety (TX-DPS) software and workflows.
IDEMIA's fully integrated LiveScan solution provides * Fort Worth Police Department* the
following features and benefits:
♦ Single -source vendor for all components of the LiveScan solution, including the AFIS interface for
records submission to the State.
• Certification to the FBI's Electronic Fingerprint Transmission Specifications
♦ "Hit/No Hit" Response from the State AFIS Search
♦ Automatic fingerprint sequencing and duplicate print checking before scanning is completed, ensuring
data integrity
♦ Quick check, review, and edit can be performed on each print
♦ All LiveScan Systems include on -site installation, training, and 1 year on -site warranty
Desktop
Reference: IDTX-LO81925-02D Page 1 of 8
Idemia Identity & Security USA LLC • 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 • www.na.idemia.com
Solution Description and Pricing
IDEMIA proposes the equipment and services described below
Tenprint/Palm Capture
- Desktop
Table 1. Pricing
Description
Unit Price
LS-D-53ED-22T
IDEMIA LiveScan System Desktop Tenprint/Palm Capture, including:
$18,798
LS-CSTX-TX
IDEMIA LiveScan System Software
LS-COMX-FTP-SSH
. FBI Appendix F Certified Tenprint/Palm 50OPPI Scanner with Moisture
LS-UPS
LS-IAT-CUSTOM
Discriminating Optics ScannerT"" (MDO) Block Technology
LS-FREIGHT-DP
• Computer, Touch screen Monitor, keyboard
• Standard TX-DPS defined Workflows and profiles
• UPS
• Installation / On -site Training
• Warranty: 1 Year On -site Advantage Solution warranty, 9X5, Next day on -
site response and parts replacement
• Freight
LS-D-53ED-MAINT-95
Oj_-;' . Annual Maintenance: (to start after 15f Year Warranty) 1 Year On -site
$3,360
Advantage Solution, 9X5, Next day on -site response and parts replacement —
LiveScan & Printer
Current shipping is 30+ days after receipt by IDEMIA of * Fort Worth Police Department* completed pre -install
documentation, or as otherwise scheduled.
Optional Annual Maintenance Support will start immediately following the 1 st Year Warranty. Annual Maintenance
prices shown above are for Year 2 only. Annual maintenance pricing is subject to increase beginning in Year 3.
Please contact the IDEMIA Maintenance Agreement team for pricing details: contractmaintenance(d�ps-idemia.com
Note: if * Fort Worth Police Department* requires, uses or captures Photos (mugshots, applicant photos),
Options Table 3 "Digital Photo Capture" should be included with purchase.
Customer Responsibilities
* Fort Worth Police Department* is responsible for the following:
♦ Providing necessary facility resources required for equipment installation and operation including
access, space, environmental control, electrical power and networking.
♦ Providing a technical point of contact for IDEMIA who will be the primary person responsible for
providing and/or coordinating obtainment of site installation pre -requisite information such as network
information, IP addresses, power information, etc.
♦ To obtain and maintain the required transmission lines and hardware for remote communications to
and from the necessary agencies.
♦ Installation, testing and troubleshooting any network communication connections, lines and/ or * Fort
Worth Police Department* network devices.
♦ Providing the necessary local area and wide area networking (LAN and WAN) including service and
backend connectivity as well as any required VPN authorizations
♦ Compliance with TX-DPS requirements using TX-DPS approved method for electronic transfer
♦ Obtaining all required authorizations for connectivity to TX-DPS.
♦ Completion and return of IDEMIA pre -install documentation to IDEMIA Program Team.
♦ Printer supplies such as ink and toner cartridges (consumables) are * Fort Worth Police Department*
responsibility. IDEMIA does not offer or resell these items.
NOTE: * Fort Worth Police Department* is encouraged to contact Chrystal Davila, Biometric Coordinator,
Texas DPS, Tel: 512-424-7026 Email Chrystal.Davila(a)dps.texas.gov for establishing connectivity to the TX
DPS AFIS prior to purchasing an IDEMIA LiveScan System.
Assumptions
In developing this price quote, IDEMIA has made the following assumptions:
♦ The proposed IDEMIA LiveScan System shall conform to the existing IDEMIA LiveScan configuration.
Any additional functional requirements may be treated as change orders.
♦ An inter -agency agreement between * Fort Worth Police Department* and applicable receiving
agencies will be in place.
♦ * Fort Worth Police Department* will provide all necessary communication for connectivity. This
includes, but is not limited to hubs, routers, modems, etc.
Reference: IDTX-LO81925-02D Page 2 of 8
Idemia Identity & Security USA LLC 9 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 • www.na.idemia.com
♦ LiveScan System shipment and on -site Installation Services will be scheduled after network
connectivity has been established and verified and IDEMIA's Program team has received the
completed pre -install documentation from * Fort Worth Police Department*.
The following items are not included in the scope of IDEMIA's pricing and will be quoted based on current
service rates in effect at the time of request: (a) requests for IDEMIA assistance / completion of any agency
or governing body required security documentation, surveys or questionnaires; (b) requests for IDEMIA
support and potential resolution of issues resulting from agency vulnerability assessments, penetration
testing and/or security audits.
Additional engineering efforts by IDEMIA beyond the scope of the standard product will be quoted based
on current service rates in effect at the time of the change, plus any related travel or administrative
expenses. Assistance with training and questions for the * Fort Worth Police Department*'s database or
any programming, scripting, or review of programs beyond work quoted above are excluded from this offer.
Prices exclude any and all state, or local taxes, or other fees or levies. Customer payments are due
to IDEMIA within 30 days after the date of the invoice.
Product purchase will be governed by the IDEMIA Agreement, a copy of which is attached. No subsequent
purchase order can override such terms. Nothing additional shall be binding upon IDEMIA unless a
subsequent agreement is signed by both parties.
Firm delivery schedules will be provided upon receipt of a purchase order and IDEMIA receipt of completed
pre -install documentation.
IDEMIA reserves the right to substitute hardware of equal value with equal or better capability, based
upon market availability. If, however, such equipment is unavailable, IDEMIA will make its best effort to
provide a suitable replacement.
Pricing valid through: March 30, 2026
Purchase orders should be sent to IDEMIA by electronic mail or U.S. postal mail to:
IDEMIA
14 Crosby Dr., 2nd Floor
Bedford, MA 01730
Email: noemi.islas(&Ps-idemia.com
Please direct all questions and order correspondence to:
Noemi Islas
IDEMIA Inside Sales
Email: noemi.islasC&-Ps-idemia.com I Tel: (657) 652-4447
We look forward to working with you.
Sincerely,
Christian Henry
Sr. Vice President Justice and Public Safety
IDEMIA Identity & Security USA LLC
Reference: IDTX-LO81925-02D Page 3 of 8
Idemia Identity & Security USA LLC 9 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 9 www.na.idemia.com
Advantage Solution Support
The following table provides a summary of the maintenance services and support available
during warranty and following warranty expiration. Initial warranty period is 1 year from the
date of installation.
SupportPost
Software Support 9X5"
Included in
Warranty
Warranty
Available for purchase
Unlimited Telephone Technical Support
2 Hour Telephone Response Time
Remote Dial -in Analysis
Software Standard Releases
Software Supplemental Releases
Automatic Call Escalation
Software Customer Alert Bulletins
Hardware Support — On -site 9X5"
Included in
Warranty
Available for purchase
On -Site Response
24-hours
On -Site Corrective Maintenance
On -Site Parts Replacement
Preventive Maintenance
Escalation Support
Hardware Service Reporting
Hardware Customer Alert Bulletins
Parts Support
Included in
Warranty
Available for purchase
Advanced Exchange Parts Replacement
Telephone Technical Support for Parts
Replacement
Parts Customer Alert Bulletins
Software Uplifts
Hours of Coverage Available up to 24 Hours Per
Day, 7 DaysiWeek
Optional
Optional
Hardware Uplifts
Hours of Coverage Available up to 24 Hours Per
Day, 7 DaysiWeek
Optional
Optional
'Customer local time
Reference: IDTX-LO81925-02D Page 4 of 8
Idemia Identity & Security USA LLC 9 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 9 www.na.idemia.com
By signing this signature block below, * Fort Worth Police Department* agrees to the terms
and pricing stated in this price quote for the products and services as referenced above.
My signature below constitutes the acceptance of this offer and authorizes IDEMIA to ship
and provide these products and services.
Signature Authorization for Order:
Signature
Name
Date
Total Purchase Price (including any Options): $
PLEASE ENTER TOTAL ORDER AMOUNT ON ABOVE LINE
Please provide Billing Address:
Billing Contact name
Telephone number ( )
Email
Check if Billing Address is same as Shipping Address: ❑
Please provide Shipping Address (if different from Billing Address):
Technical Contact name
Telephone number ( )
Email
Reference: IDTX-L081925-02D Page 5 of 8
Idemia Identity & Security USA LLC • 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 • www.na.idemia.com
Idemia Identity & Security USA LLC Short Form Sales
Agreement
1. Scope. Idemia Identity & Security USA LLC, ("IDEMIA" or
"Seller") having a place of business at 11951 Freedom Drive, Suite
1800, Reston, Virginia 20190 and
, ("Customer"), having a place of business at _
, enter into this Sales Agreement ("Agreement"), pursuant to
which IDEMIA will sell to Customer and Customer will purchase from
Seller the equipment, parts, software, or services related to the
equipment (e.g., installation) described in Seller's Proposal or Letter
Quote dated . These terms and conditions,
together with the Proposal or Quote, comprise the "Agreement."
Customer may indicate its acceptance of this Agreement by signing
below or by issuing a purchase order that refers to either the
Proposal/Quote or to a Customer solicitation to which the
Proposal/Quote responds. Only these terms and conditions apply to
the transaction, notwithstanding any inconsistent or additional terms
and conditions contained in the purchase order or Customer
solicitation.
2. Price, Payment and Sales Terms. The Contract Price is U.S.
$ , excluding applicable sales, use, or similar
taxes. Seller will submit invoices to Customer for products when they
are shipped and, if applicable, for services when they are performed.
Customer will make payments to Seller within twenty (20) days after
the invoice date. Unless otherwise stipulated with the Seller when an
Order is accepted, the Equipment will be delivered by Seller "FCA"
(Free Carrier), with named place being the Seller's premises where the
Goods are being dispatched, (Incoterms 2010). Title to the Equipment
will pass to Customer upon payment in full of the Contract Price as
outlined above, except that title to Software will not pass to Customer
at any time. Risk of loss will pass to Customer upon delivery of the
Equipment to the Customer at the agreed named place of delivery in
accordance with the Incoterm in the contract. Seller will pack and ship
all Equipment in accordance with good commercial practices.
3. Software. If this transaction involves software, any software
owned by Seller ("IDEMIA Software") is licensed to Customer solely in
accordance with Seller's Software License Agreement ("SLA"), which
is attached as Exhibit A and incorporated herein by this reference. Any
software owned by a third party ("Non-IDEMIA Software") is licensed
to Customer in accordance with the standard license, terms, and
restrictions of the copyright owner unless the owner has granted to
Seller the right to sublicense its software pursuant to the SLA, in which
case the SLA applies and the owner will have all rights and protections
under the SLA as the Licensor. Seller makes no representations or
warranties of any kind regarding Non-IDEMIA Software.
4. Express Limited Warranty and Warranty Disclaimer. IDEMIA
Software is warranted in accordance with the SLA.
5. Delays and Disputes. Neither party will be liable for its non-
performance or delayed performance if caused by an event,
circumstance, or act of a third party that is beyond a party's reasonable
control (a "Force Majeure"). Each party will notify the other if it
becomes aware of a Force Majeure that will significantly delay
performance. The parties will try to settle any dispute arising from this
Agreement (except for a claim relating to intellectual property or breach
of confidentiality) through good faith negotiations. If necessary, the
parties will escalate the dispute to their appropriate higher -level
managers. If negotiations fail, the parties will jointly select a mediator
to mediate the dispute and will share equally the mediation costs.
Neither party will assert a breach of this Agreement without first giving
the other party written notice and a thirty (30) day period to cure the
alleged breach.
6. LIMITATION OF LIABILITY. Except for personal injury or
death, Seller's total liability, whether for breach of contract,
warranty, negligence, strict liability in tort, or otherwise, will be
limited to the direct damages recoverable under law, but not to
exceed the purchase price of the products or services for which
losses or damages are claimed. SELLER WILL NOT BE LIABLE
FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,
TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS;
OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR
ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
PRODUCTS, OR THE PERFORMANCE OF SERVICES BY SELLER
PURSUANT TO THIS AGREEMENT. No action for contract breach
or otherwise relating to the transactions contemplated by this
Agreement may be brought more than one year after the accrual
of the cause of action. This limitation of liability survives the
expiration or termination of this Agreement.
7. Confidential Information and Preservation of Proprietary Rights.
The SLA governs software confidentiality. As to any other information
marked "Confidential" and provided by one party to the other, the
receiving party will maintain the confidentiality of the information and
not disclose it to any third party; take necessary and appropriate
precautions to protect the information; and use the information only to
further the performance of this Agreement. Confidential information is
and will remain the property of the disclosing party, and no grant of
proprietary rights in the confidential information is given or intended.
Seller, any copyright owner of Non-IDEMIA Software, and any third
party manufacturer own and retain all of their proprietary rights in the
equipment, parts and software, and nothing herein is intended to
restrict their proprietary rights. Except as explicitly provided in the SLA,
this Agreement does not grant any right, title or interest in Seller's
proprietary rights, or a license under any Seller patent or patent
application.
8. Miscellaneous: Each party will comply with all applicable laws,
regulations and rules concerning the performance of this Agreement
or use of the products to the extent they do not conflict with the laws of
the United States. This Agreement and the rights and duties of the
parties will be governed by and interpreted in accordance with the laws
of the State in which the products are installed to the extent they do
not conflict with the laws of the United States. This Agreement
constitutes the entire agreement of the parties regarding this
transaction, supersedes all previous agreements and proposals
relating to this subject matter, and may be amended only by a written
instrument executed by both parties. Seller is not making, and
Customer is not relying upon, any representation or warranty except
those expressed herein. There are no certifications or commitments
binding Seller applicable to this transaction unless they are in writing
and signed by an authorized signatory of Seller.
Idemia Identity & Security USA LLC ("SELLER")
Signed
Name Christia Henry
Title Sr. VP, Client Success
n-, 3/12/2026
Sig
Title
Date
NAME ("CUSTOMER")
Reference: I DTX-LO81925-02D
Page 6 of 8
Idemia Identity & Security USA LLC • 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 • www.na.idemia.com
EXHIBIT A — SOFTWARE LICENSE AGREEMENT
In this Exhibit A, the term "Licensor" means Idemia Identity & Security
USA LLC, ("IDEMIA"); "Licensee," means the Customer; "Primary
Agreement" means the agreement to which this exhibit is attached
(IDEMIA Short Form Sales Agreement); and "Agreement" means this
Exhibit and the applicable terms and conditions contained in the
Primary Agreement. The parties agree as follows:
For good and valuable consideration, the parties agree as follows:
SECTION 1. DEFINITIONS
1.1 "Designated Products" means products provided by
IDEMIA to Licensee with which or for which the Software and
Documentation is licensed for use.
1.2 "Documentation" means product and software
documentation that specifies technical and performance features and
capabilities, and the user, operation and training manuals for the
Software (including all physical or electronic media upon which such
information is provided).
1.3 "Open Source Software" means software with either freely
obtainable source code, license for modification, or permission for free
distribution.
1.4 "Open Source Software License" means the terms
conditions under which the Open Source Software is licensed.
1.5 "Primary Agreement" means the agreement to which this
exhibit is attached (IDEMIA Short Form Sales Agreement).
1.6 "Security Vulnerability" means a flaw or weakness in
system security procedures, design, implementation, or internal
controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is
compromised, manipulated or stolen or the system damaged.
1.7 "Software" (i) means proprietary software in object code
format, and adaptations, translations, de -compilations, disassemblies,
emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the
software provided by IDEMIA; and (iii) may contain one or more items
of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or
third party software not licensable under the terms of this Agreement.
SECTION 2. SCOPE
IDEMIA and Licensee enter into this Agreement in connection with
IDEMIA's delivery of certain proprietary Software or products
containing embedded or pre -loaded proprietary Software, or both. This
Agreement contains the terms and conditions of the license IDEMIA is
providing to Licensee, and Licensee's use of the Software and
Documentation.
SECTION 3. GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the
payment of applicable license fees, IDEMIA grants to Licensee a
personal, limited, non -transferable (except as permitted in Section 7)
and non-exclusive license under IDEMIA's copyrights and Confidential
Information (as defined in the Primary Agreement) embodied in the
Software to use the Software, in object code form, and the
Documentation solely in connection with Licensee's use of the
Designated Products. This Agreement does not grant any rights to
source code.
3.2. If the Software licensed under this Agreement contains or
is derived from Open Source Software, the terms and conditions
governing the use of such Open Source Software are in the Open
Source Software Licenses of the copyright owner and not this
Agreement. If there is a conflict between the terms and conditions of
this Agreement and the terms and conditions of the Open Source
Software Licenses governing Licensee's use of the Open Source
Software, the terms and conditions of the license grant of the
applicable Open Source Software Licenses will take precedence over
the license grants in this Agreement. If requested by Licensee,
IDEMIA will use commercially reasonable efforts to: (i) determine
whether any Open Source Software is provided under this Agreement;
(ii) identify the Open Source Software and provide Licensee a copy of
the applicable Open Source Software License (or specify where that
license may be found); and, (iii) provide Licensee a copy of the Open
Source Software source code, without charge, if it is publicly available
(although distribution fees may be applicable).
SECTION 4. LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal
business purposes and only in accordance with the Documentation.
Any other use of the Software is strictly prohibited. Without limiting the
general nature of these restrictions, Licensee will not make the
Software available for use by third parties on a "time sharing,"
"application service provider," or "service bureau" basis or for any other
similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third
party to: (i) reverse engineer, disassemble, peel components,
decompile, reprogram or otherwise reduce the Software or any portion
to a human perceptible form or otherwise attempt to recreate the
source code; (ii) modify, adapt, create derivative works of, or merge
the Software; (iii) copy, reproduce, distribute, lend, or lease the
Software or Documentation to any third party, grant any sublicense or
other rights in the Software or Documentation to any third party, or take
any action that would cause the Software or Documentation to be
placed in the public domain; (iv) remove, or in any way alter or obscure,
any copyright notice or other notice of IDEMIA's proprietary rights; (v)
provide, copy, transmit, disclose, divulge or make the Software or
Documentation available to, or permit the use of the Software by any
third party or on any machine except as expressly authorized by this
Agreement; or (vi) use, or permit the use of, the Software in a manner
that would result in the production of a copy of the Software solely by
activating a machine containing the Software. Licensee may make one
copy of Software to be used solely for archival, back-up, or disaster
recovery purposes; provided that Licensee may not operate that copy
of the Software at the same time as the original Software is being
operated. Licensee may make as many copies of the Documentation
as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by IDEMIA in writing,
Licensee will not, and will not enable or allow any third party to: (i)
install a licensed copy of the Software on more than one unit of a
Designated Product; or (ii) copy onto or transfer Software installed in
one unit of a Designated Product onto another device. Licensee may
temporarily transfer Software installed on a Designated Product to
another device if the Designated Product is inoperable or
malfunctioning, if Licensee provides written notice to IDEMIA of the
temporary transfer and identifies the device on which the Software is
transferred. Temporary transfer of the Software to another device
must be discontinued when the original Designated Product is returned
to operation and the Software must be removed from the other device.
Licensee must provide prompt written notice to IDEMIA at the time
temporary transfer is discontinued.
SECTION 5. OWNERSHIP AND TITLE
IDEMIA, its licensors, and its suppliers retain all of their proprietary
rights in any form in and to the Software and Documentation, including,
but not limited to, all rights in patents, patent applications, inventions,
copyrights, trademarks, trade secrets, trade names, and other
proprietary rights in or relating to the Software and Documentation
(including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de -compilations,
disassemblies, emulations to or derivative works from the Software or
Documentation, whether made by IDEMIA or another party, or any
improvements that result from IDEMIA's processes or, provision of
information services). No rights are granted to Licensee under this
Agreement by implication, estoppel or otherwise, except for those
rights which are expressly granted to Licensee in this Agreement. All
intellectual property developed, originated, or prepared by IDEMIA in
connection with providing the Software, Designated Products,
Documentation or related services, remains vested exclusively in
IDEMIA, and Licensee will not have any shared development or other
intellectual property rights.
SECTION 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. If Licensee is not in breach of any of its obligations under
this Agreement, IDEMIA warrants that the unmodified Software, when
used properly and in accordance with the Documentation and this
Agreement, will be free from a reproducible defect that eliminates the
functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect
occurs will be determined by IDEMIA solely with reference to the
Documentation. IDEMIA does not warrant that Licensee's use of the
Software or the Designated Products will be uninterrupted, error -free,
completely free of Security Vulnerabilities, or that the Software or the
Designated Products will meet Licensee's particular requirements.
IDEMIA makes no representations or warranties with respect to any
third party software included in the Software.
6.2 IDEMIA's sole obligation to Licensee and Licensee's
exclusive remedy under this warranty is to use reasonable efforts to
Reference: I DTX-LO81925-02D
Page 7 of 8
Idemia Identity & Security USA LLC • 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 • www.na.idemia.com
remedy any material Software defect covered by this warranty. These
efforts will involve either replacing the media or attempting to correct
significant, demonstrable program or documentation errors or Security
Vulnerabilities. If IDEMIA cannot correct the defect within a reasonable
time, then at IDEMIA's option, IDEMIA will replace the defective
Software with functionally -equivalent Software, license to Licensee
substitute Software which will accomplish the same objective, or
terminate the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement
6.4. The express warranties set forth in this Section 6 are
in lieu of, and IDEMIA disclaims, any and all other warranties
(express or implied, oral or written) with respect to the Software
or Documentation, including, without limitation, any and all
implied warranties of condition, title, non -infringement,
merchantability, or fitness for a particular purpose or use by
Licensee (whether or not IDEMIA knows, has reason to know, has
been advised, or is otherwise aware of any such purpose or use),
whether arising by law, by reason of custom or usage of trade, or
by course of dealing. In addition, IDEMIA disclaims any warranty
to any person other than Licensee with respect to the Software or
Documentation.
SECTION 7. TRANSFERS
Licensee will not transfer the Software or Documentation to any third
party without IDEMIA's prior written consent. IDEMIA's consent may
be withheld at its discretion and may be conditioned upon transferee
paying all applicable license fees and agreeing to be bound by this
Agreement.
SECTION 8. TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation
will begin when the Primary Agreement is signed by both parties and
will continue for the life of the Designated Products with which or for
which the Software and Documentation have been provided by
IDEMIA, unless Licensee breaches this Agreement, in which case this
Agreement and Licensee's right to use the Software and
Documentation may be terminated immediately upon notice by
IDEMIA.
8.2 Within thirty (30) days after termination of this Agreement,
Licensee must certify in writing to IDEMIA that all copies of the
Software have been removed or deleted from the Designated Products
and that all copies of the Software and Documentation have been
returned to IDEMIA or destroyed by Licensee and are no longer in use
by Licensee.
8.3 Licensee acknowledges that IDEMIA made a considerable
investment of resources in the development, marketing, and
distribution of the Software and Documentation and that Licensee's
breach of this Agreement will result in irreparable harm to IDEMIA for
which monetary damages would be inadequate. If Licensee breaches
this Agreement, IDEMIA may terminate this Agreement and be entitled
to all available remedies at law or in equity (including immediate
injunctive relief and repossession of all non -embedded Software and
associated Documentation unless Licensee is a Federal agency of the
United States Government).
SECTION 9.UNITED STATES GOVERNMENT LICENSING
PROVISIONS & RESTRICTED RIGHTS LEGEND
This Section applies if Licensee is the United States Government or a
United States Government agency. Licensee's use, duplication or
disclosure of the Software and Documentation under IDEMIA's
copyrights or trade secret rights is subject to the restrictions set forth
in subparagraphs (c)(1) and (2) of the Commercial Computer Software -
Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable,
unless they are being provided to the Department of Defense. If the
Software and Documentation are being provided to the Department of
Defense, Licensee's use, duplication, or disclosure ofthe Software and
Documentation is subject to the restricted rights set forth in
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 (OCT 1988), if applicable.
The Software and Documentation may or may not include a Restricted
Rights notice, or other notice referring to this Agreement. The
provisions of this Agreement will continue to apply, but only to the
extent that they are consistent with the rights provided to the Licensee
under the provisions of the FAR or DFARS mentioned above, as
applicable to the particular procuring agency and procurement
transaction.
SECTION 10. CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain
IDEMIA's valuable proprietary and Confidential Information and are
IDEMIA's trade secrets, and that the provisions in the Primary
Agreement concerning Confidential Information apply.
SECTION 11. GENERAL
11.1. COPYRIGHT NOTICES. The existence of a copyright
notice on the Software will not be construed as an admission or
presumption of publication of the Software or public disclosure of any
trade secrets associated with the Software.
11.2. COMPLIANCE WITH LAWS. Licensee acknowledges that
the Software is subject to the laws and regulations of the United States
and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee
will not, without the prior authorization of IDEMIA and the appropriate
governmental authority of the United States, in any form export or re-
export, sell or resell, ship or reship, or divert, through direct or indirect
means, any item or technical data or direct or indirect products sold or
otherwise furnished to any person within any territory for which the
United States Government or any of its agencies at the time of the
action, requires an export license or other governmental approval.
Violation of this provision is a material breach of this Agreement.
11.3. GOVERNING LAW. This Agreement is governed by the
laws of the United States to the extent that they apply and otherwise
by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity, to the extent they
do not conflict with the laws of the United States, or the internal
substantive laws of the State of Delaware if Licensee is not a sovereign
government entity. The terms of the U.N. Convention on Contracts for
the International Sale of Goods do not apply. In the event that the
Uniform Computer Information Transaction Act, any version of this Act,
or a substantially similar law (collectively "UCITA") becomes applicable
to a party's performance under this Agreement, UCITA does not
govern any aspect of this Agreement or any license granted under this
Agreement, or any of the parties' rights or obligations under this
Agreement. The governing law will be that in effect prior to the
applicability of UCITA.
11.4. THIRD PARTY BENEFICIARIES. This Agreement is
entered into solely for the benefit of IDEMIA and Licensee. No third
party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this
Agreement. Notwithstanding the foregoing, any licensor or supplier of
third party software included in the Software will be a direct and
intended third party beneficiary of this Agreement.
11.5. PREVAILING PARTY. In the event of any dispute arising
out of the subject matter of this Agreement, the prevailing party shall
recover, in addition to any other damages assessed, its reasonable
attorneys' fees and court costs incurred in arbitrating, litigating, or
otherwise settling or resolving such dispute.
11.6 SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, and 11 survive
the termination of this Agreement.
Reference: I DTX-LO81925-02D
Page 8 of 8
Idemia Identity & Security USA LLC • 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 • www.na.idemia.com
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Idemia Identity & Security USA LLC
Subject of the Agreement: New Agreement for IDEMIA LiveScan System equipped with the accepted
standard State of Texas Department of Public Safety (TX-DPS) software and workflows.
M&C Approved by the Council? * Yes ❑ No 8
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 8
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Start with ACM signature
If different from the approval date.
Expiration Date:
1 year after ACM signature
If applicable.
Is a 1295 Form required? * Yes ❑ No
*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 8 No ❑
Contracts need to be routed for CSO processing in the following order:
rder:
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.