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HomeMy WebLinkAbout065224 - General - Contract - Leeds Precision Instruments, Inc.CSC No. 65224 FORT WORTH,%, VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Leeds Precision Instruments, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: OFFICIAL RECORD 1. This Vendor Services Agreement; CITY SECRETARY 2. Exhibit A — Scope of Services; and FT. WORTH, TX 3. Exhibit B — Sellers Quote. Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of the attached exhibits and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor shall provide LCF firearms and toolmarks comparison microscope services, preventative maintenances, repair services, microscope calibration and certifications, and various consumables. ("Services"), which are set forth in more detail in Exhibit "A" ("Scope of Services"), attached hereto and incorporated herein for all purposes. Term. The initial term of this Agreement is for one (1) year(s), 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 ("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"). Compensation. Total compensation under this Agreement will not exceed twenty-five thousand dollars and zero cents ($25,000.00) annually. 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. City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B" ("Sellers Quote"), which is attached hereto and incorporated herein for all purposes. 3.1 Price Stability. Prices established under this Agreement shall remain firm for the initial Vendor Service Agreement -Leeds Precision Page 1 of 12 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. 3.2 Economic Price Adjustment (EPA) Eli ig bilityThe Vendor may request an Economic Price Adjustment (increase or decrease) to reflect bona fide changes in the Vendor's actual costs to perform, provided: (i) The adjustment is requested no more than once per twelve (12) month period; and (ii) The adjustment request coincides with a contract renewal/extension term. 3.3 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: (i) Quote including current and proposed pricing; and (ii) Documentation substantiating the proposed pricing. 3.4 Failure to provide adequate documentation or timely submission may result in denial of the request. 3.5 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. 3.6 Government Review and Determination. The City, at its sole discretion, may approve the request in whole or in part; negotiate a revised adjustment; or 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. 4. Termination. 4.0 Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other parry with at least 30 days' written notice of termination. 4.1 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. 4.2 Duties and Obligations of the Parties. In the event that this Agreement is terminated Vendor Service Agreement -Leeds Precision Page 2 of 12 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 parry without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas, and all documents held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in 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, 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 workspace in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. Vendor Service Agreement -Leeds Precision Page 3 of 12 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement and not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor, will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTYINDEMNIFICATION - 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 PROPERTYRIGHTARISING FROM CITY'S USE OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY Vendor Service Agreement -Leeds Precision Page 4 of 12 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 ANYSUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY WILL HAVE THE RIGHT TO FULL YPARTICIPATE INANYAND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, 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, IFAS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON - INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY A VAILABLE TO VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITYMAYSEEKANYAND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. Vendor Service Agreement -Leeds Precision Page 5 of 12 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired, and non -owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ® Applicable ❑ N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement of 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. Vendor Service Agreement -Leeds Precision Page 6 of 12 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers with respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. At least ten (10) days' notice will be acceptable in the event of cancellation due to non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address below. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Comgliance 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, Vendor Service Agreement -Leeds Precision Page 7 of 12 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: Leeds Precision Instruments, Inc. Attn: Terri Barnett 17300 Medina Road, Suite 600 Minneapolis, MN. 55447 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that, by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; civil disturbances; other Vendor Service Agreement -Leeds Precision Page 8 of 12 national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event and an explanation as to how it prevents or hinders the party's performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rule of contract construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns, and successors in interest as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts, and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. 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. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. Vendor Service Agreement -Leeds Precision Page 9 of 12 27. 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. 28. Title And Risk Of Loss. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 29. Delivery Terms And Transportation Charges. Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 30. 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 Buyer. Vendor warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Vendor, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 31. Safety Warranty. Vendor warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Vendor's expense. In the event Vendor fails to make appropriate correction within a reasonable time, any correction made by Buyer 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 Buyer in writing and received by Vendor. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 32. Immigration and Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 33. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Vendor Service Agreement -Leeds Precision Page 10 of 12 Product will be considered a "work -made- for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 34. Signature Authority. 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. 35. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager in writing of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 36. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 37. Prohibition on Boycotting Energvv Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those terms in Section 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 38. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has Vendor Service Agreement -Leeds Precision Page 11 of 12 fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity," and "firearm trade association" have the meanings ascribed to those terms in Section 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written 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. 39. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) Vendor Service Agreement -Leeds Precision Page 12 of 12 ACCEPTED AND AGREED: CITY CITY OF FORT WORTH B: Y Name: William Johnson Title: Assistant City Manager Date: 05/20/2026 APPROVAL RECOMMENDED: �+o By: David CarabajaltMay 20, 2026 08:51:20 CDT) Name: David Carabajal Title: Executive Assistant Chief ATTEST: 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. Kathryn Agee By. Kathryn Agee (May 19, 2026 13:26:43 CDT) Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: BY: —44""O� a O��F�pTo�°ad Name: Amarna Muhammad Title: Assistant City Attorney oaann�X656ga BY: CONTRACT AUTHORIZATION: Name: Jannette S. Goodall M&C: N/A Title: City Secretary VENDOR: Leeds Precision Instruments, Inc. By: Name: Terri Barnett Title: President Date: 05/19/2026 Prepared by: Jack Brothers OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Service Agreement -Leeds Precision Page 12 of 12 EXHIBIT A Scope of Services 1. Vendor shall provide LCF Firearms and Toolmarks Comparison Microscope Service. Preventative maintenance (PM), service, calibration and recertification. • Mechanical functions and adjustments. o interpupillary distance repair o fine focus lubrication o condenser lubrication o stage adjustments objective parfocalization o alignment checks and adjustments • All lubrication points. • Collimation of optical system. • Parfocality and parcentricity of magnification positions. • Cleaning of all external optics and cleaning of internal as required. • Illumination systems. • CALIBRATION and RECERTIFICATION of magnification match between right and left images, LCD single axis measuring scale, measuring reticule and imaging software if applicable. ***Leeds' calibration and recertification meets ANAB/ISO 17025:2017 requirements and is traceable to NIST standards. 2. Repairs, maintenance, and consumable for LCF Firearms and Toolmarks Comparison Microscope. 3. Travel 4. Consumables: • CFI3DD/E/850 COMMERCIAL BRAND Quad bulb for fluorescent light kit, single • FC13-GX2350S CF13DS/850/ECO - 2 Pin GX23 Base -5000 Kelvin - 13 Watt — CFL • EYESHADE FOR WH10X • EYESHADE FOR WH10X-H • Microscope 3" x 3" anti -vibration pads, each Vendor Service Agreement- Leeds Precision Page 14 of 15 EXHIBIT B Ofi, 10 �DS 17300 Medina Road, Suite 600 Minneapolis, MN 55447 Phone: 763-546-8575 Fax: 763-546-4369 Quote# 24314 1 /28/2026 TO: FORT WORTH POLICE DEPARTMENT ATTN: PAUL SLOCUM 3616 EAST LANCASTER AVENUE FORT WORTH, TX 76103 ShippingPayment Terms Net 30 VENDOR DOCK 4/30/2026 Item# d1Description Pr tal wha PROJECT DESCRIPTION: PREVENTATIVE MAINTENANCE ON QTY. 4 LEEDS LCF COMPARISON MICROSCOPES AND QTY. 4 STEREO MICROSCOPES YEARI MS-LCT-NM(t KI 4 ea LCF Firearms and Toolmarks Comparison Microscope Service. 99).UU -i.ytsu.UU Preventative maintenance(PM), service, calibration and recertification. This PM level service includes the following checks and adjustments: *Mechanical functions and adjustments. *All lubrication points. *Collimation of optical system. *Parfocality and parcentricity of magnification positions. *Cleaning of all external optics and cleaning of internal as required. *Illumination systems. *CALIBRATION and RECERTIFICATION of magnification match between right and left images, LCD single axis measuring scale, measuring reticule and imaging software if applicable. ***Leeds' calibration and recertification meets ANAB/ISO 17025:2017 requirements and is traceable to NIST standards. MS-S-PM 4 ea Preventative maintenance service includes the following minor ?U•UU repairs if needed; interpupillary distance repair, fine focus lubrication, condenser lubrication, stage adjustments objective parfocalization, and alignment checks and adjustments. LPI-PART I ea BLANKET AMOUNT FOR MISC. 100.00 )U�i.UO 1 REPAIRS/MAINTENANCE/CONSUMABLE S Respectfully Submitted by:Ashley Grove, Service Coordinator Sales Tax (0.0%) Total ' (usD) Preventative maintenance service includes minor repairs such as interpupillary distance repair, fine focus lubrication, condenser lubrication, stage adjustments, objective parfocalization, and alignment checks and adjustments. Any major repairs and parts are extra and will be quoted upon need. Service will be scheduled at a mutually agreed upon time. Page 1 r A \_ -"�)s 17300 Medina Road, Suite 600 Minneapolis, MN 55447 Phone: 763-546-8575 Fax: 763-546-4369 Quote# 24314 1 /28/2026 TO: FORT WORTH POLICE DEPARTMENT ATTN: PAUL SLOCUM 3616 EAST LANCASTER AVENUE FORT WORTH, TX 76103 ShippingPayment . Until Terms Net30 VENDOR DOCK 4/30/2026 Description MS-F-TRAVEL ea Forensic travel charges 3,000.00 3,000.00 * Please provide purchase order within 30 days of relocation or preventative maintenance for scheduling purpose. Subtotal /.660.UU YEAR3 MS-I.C'P-PMCl KT 4 ea LCF Firearms and Toohnarks Comparison Microscope Service. 995.00 3..98U.00 Preventative maintenance(PM), service, calibration and recertification. This PM level service includes the following checks and adjustments: *Mechanical functions and adjustments. *All lubrication points. *Collimation of optical system. *Parfocality and parcentricity of magnification positions. *Cleaning of all external optics and cleaning of internal as required. *Illumination systems. *CALIBRATION and RECERTIFICATION of magnification match between right and left images, LCD single axis measuring scale, measuring reticule and imaging software if applicable. Leeds' calibration and recertification meets ANAB/ISO 17025:2017 requirements and is traceable to NIST standards. MS-S-PM 4 ea Preventative maintenance service includes the following minor 95,0U 380.00 repairs if needed; interpupillary distance repair, fine focus lubrication, condenser lubrication, stage adjustments objective parfocalization, and alignment checks and adjustments. Respectfully Submitted by:Ashley Grove, Service Coordinator Sales Tax (0 0%) Total (USD) Preventative maintenance service includes minor repairs such as interpupillary distance repair, fine focus lubrication, condenser lubrication, stage adjustments, objective parfocalization, and alignment checks and adjustments. Any major repairs and parts are extra and will be quoted upon need. Service will be scheduled at a mutually agreed upon time. Page 2 t­4 A ."�)s 17300 Medina Road, Suite 600 Minneapolis, MN 55447 Phone: 763-546-8575 Fax: 763-546-4369 Quote# 24314 1/28/2026 TO: FORT WORTH POLICE DEPARTMENT ATTN: PAUL SLOCUM 3616 EAST LANCASTER AVENUE FORT WORTH, TX 76103 ShippingPayment Terms . Until —F Net 30 VENDOR DOCK 4/30/2026 Item ;�Mlrty Ulm Description LPI-PART ea BLANKET AMOUNT FOR MISC. 300.00 300.001 REPAIR S/MAINTENANCE/CONSUMABLE S MS-F-TRAVEL ea Forensic travel charges 3.300.00 3,300.00 * Please provide purchase order within 60 days of relocation or preventative maintenance for scheduling purpose. Subtotal 7,960.00 Respectfully Submitted by:Ashley Grove, Service Coordinator Sales Tax (0.0%) $0.00 S 15,620.00 Preventative maintenance service includes minor repairs such as interpupillary distance repair, fine focus lubrication, condenser lubrication, stage adjustments, objective parfocalization, and alignment checks and adjustments. Any major repairs and parts are extra and will be quoted upon need. Service will be scheduled at a mutually agreed upon time. Page 3 oil 17300 Medina Road, Suite 600 Minneapolis, MN 55447 Phone: 763-546-8575 Fax: 763-546-4369 Quote #24465 4/ 10/2026 TO: FORT WORTH POLICE DEPARTMENT ATTENTION: PAUL SLOCUM CRIME LAB 3616 EAST LANCASTER AVENUE FORT WORTH, TX 76103 Terms ShippingPayment . Until Net 30 VENDOR DOCK 1/10/2026 Lk Item Aw Qty U/M Description Price a Total LEEDS CONSUMABLE ITEMS FOR LCF COMPARISON MICROSCOPES LCF-CF13DD 1 ca CF13DD/E/850 COMMERCIAL BRAND Quad bulb for 14.00 14.00T fluorescent light kit, single LCF-13FLB 1 ea FC13-GX2350S CF13DS/850/ECO - 2 Pin GX23 Base- 8.00 8.00T 5000 Kelvin - 13 Watt - CFL *BULBS SHOULD BE ORDERED IN PAIRS TO MAINTAIN COLOR BALANCE AF6007 1 ea EYESHADE FOR WH10X 11.00 1 LOOT AF601300 1 ea EYESHADE FOR WH10X-H 12.00 12.00T *EYESHADES SHOULD BE ORDERED IN PAIRS LCF3-AVPAD 1 ea Microscope 3" x 3" anti -vibration pads, each 7.00 TOOT *ANTI -VIBRATION PADS SHOULD BE ORDERED IN QTY. 4 Sales Tax (0.0%) $0.00 Total (UsD) $52.00 www.leedsmicro.com TERMS AND CONDITIONS Revised 12-4-19 ORDER TERMS AND ACCEPTANCE: All customer orders are subject to these Terms and Conditions. Any inconsistent or conflicting terms in any purchase order, or other customer communication, cannot supersede or modify these Terms and Conditions, and are expressly rejected. All orders are subject to acceptance by Leeds and no provision of goods or services by Leeds will be deemed to be an acceptance of conflicting or inconsistent terms, or a waiver of these Terms and Conditions. If the customer is the federal government, a state government, an agency of the federal or state government, or a political subdivision of any state, including, but not limited to, any county, city, or municipality, these Terms and Conditions shall be deemed to be subject to the mandated terms and conditions of any said government as they relate to government purchases. Any transactions with Leeds for products or services will be governed by the laws of the State of Minnesota applicable to contracts and accepted and to be performed in Minnesota, without regard to applicable conflicts of law principles. Any action relating to any Leeds transactions, or these Terms and Conditions, will be brought in the applicable federal or state courts located in Hennepin County, Minnesota. By placing orders with Leeds, each customer irrevocably submits to the jurisdiction and venue of such courts. SHIPPING: Leeds will attempt to honor special shipping requests but reserves the right to select the carrier and manner of shipment. All shipping and delivery dates provided are estimates only, and customer will pay all applicable shipping and handling charges. All products are sold and shipped F.O.B. Plymouth, Minnesota, with title and risk of loss passing to customer upon tender to carrier. PRICING AND PAYMENT: Leeds reserves the right to withdraw this quotation at any time prior to its acceptance. Prices and applic able disc ount terms are subject to change without notice, and orders will be filled and shipped at prices confirmed on acceptance. Except as otherwis a quoted by Leeds, pricing is exclusive of all applicable sales, use or similar taxes, which will be the sole liability of customer. Without Leeds' prior written consent, payment by credit card is not permitted in excess of $5000. If credit is extended, customer agrees that Leeds will be entitled to collect interest on any late payments from date of delivery at the rate of 8% per annum. PRODUCT ACCEPTANCE: In case of any shortage or product damage, customers must notify delivering carrier and Leeds immediately, and must file a carrier claim within 10 days of receipt. Leeds will provide necessary supporting claim information and documentation on request. Leeds will use best efforts to expedite reorders for missing or damaged products, which will also remain subject to Leeds' Terms and Conditions. RETURNS AND CANCELLATIONS: Unused and undamaged non -custom products are the only type of products that may be returned, provided that the customer has obtained a written return authorization code from Leeds. All such returns must be requested within 30 days of product receipt. Credit for authorized returns will be issued at current price paid, less freight costs and reasonable restocking fees. Cancellation of orders prior to delivery are subject to the following: i) If items ordered are Leeds' stock items, the order cancellation will be accepted without charge or penalty, ii) If items ordered are special order items by Leeds and Leeds has placed a purchase order with the manufacturer, or if the items ordered include Leeds' customization of products, a reasonable fee may be charged, not to exceed an amount equal to 15% of the customer's purchase price. LIMITED WARRANTY: Leeds warrants that its custom products will be free from defects in materials and workmanship for a period of one year, for normal use and service, including, but not limited to conditions that meet Leeds specifications; mechanical, electrical, electronic, or wear -related components. The warranty shall begin on the date of purchase. If any product proves to be defective within the relevant warranty period, the customer must return the defective product to Leeds. Leeds Precision Instruments, Inc. 17300 Medina Road, Suite 600 Plymouth, MN 55447-5639 (763) 546-8575 www.leedsmicro.com Leeds at its sole discretion, will repair, replace, or adjust the defective product, provided that Leeds' investigation and factory inspection disclose that such defect developed under normal and proper use and the product is covered under this limited warranty. Repair, replacement, or adjustment of defective product shall be Leeds' sole obligation and the customer's sole remedy. LPI Custom Products Revised 4-29-25 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Leeds Precision Instruments, Inc. Subject of the Agreement: This is a sole source Vendor Service Agreement with Leeds to provide LCF firearms and toolmarks comparison microscope services, preventative maintenances, repair services, microscope calibration and certifications, and various consumables. 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: On ACM signature Expiration Date: 1-year after ACM signature If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. *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 followingorder: 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.