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HomeMy WebLinkAbout065447 - General - Contract - Summuri LLCZoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S CSC No. 65447 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Sumuri LLC ("Seller"), a Delaware Limited Liability Corporation, and the City of Fort Worth (Buyer"), a Texas home -rule municipal corporation, each individually referred to herein as a "parry" and collectively as the "parties". The Agreement includes the following documents, which shall be construed in the order of precedence in which they are listed: I . This Sole Source Purchase Agreement; 2. Exhibit A: City of Fort Worth Standard Terms and Conditions; 3. Exhibit B: Conflict of Interest Questionnaire; 4. Exhibit C: Seller Contact Information; 5. Exhibit D: Verification of Signature Authority; 6. Exhibit E: Seller's Sole Source Justification Letter; and 7. Exhibit F: Seller's Quote Exhibits A through F, 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. Buyer shall pay Seller in accordance with the fee schedule in Exhibit F and in accordance with the provisions of this Agreement. Total annual payment made under this Agreement by Buyer shall not exceed one hundred thousand dollars and zero cents ($100,000.00). Seller shall not provide any additional items or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless Buyer 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 parry. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed by the Buyer's Assistant City Manager. OFFICIAL RECORD CITY SECRETARY [SIGNATURE PAGE FOLLOWS] FT. WORTH, TX [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 1 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S ACCEPTED AND AGREED: BUYER CITY OF FORT WORTH jBy: z1- L 9-L, Name: William Johnson Title: Assistant City Manager Date: 06/26/2026 "►• •u►/I U� By: David Carabajal un 26, 2026 15:01:43 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. By: &ZZ262'e Kathryn Agee ( 5, 2026 :03:03 CDT) Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: Keanan Mathews Hall (Jun 25, 2026 10:16:01 CDT) By: Name: Keanan M. Hall A Title: Sr. Assistant City Attorney h1 OQ* Kp l J n=A aaannrEaos44 By: CONTRACT AUTHORIZATION: Name: Jannette S. Goodall M&C: None Required Title: City Secretary Date Approved: N/A SELLER: dg4UOnIl a FORtk0 0 �oo o a Form 1295 Certification No.: N/A Prepared by: Jack Brothers Sumuri LLC By: CAU Name: Christian Lee Title: Operations Manager Date: Jun 22 2026 OFFICIAL RECORD CITY SECRETARY 2 FT. WORTH, TX Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. DEFINITION OF BUYER For purposes of this Agreement, the term "Buyer" 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 SELLER For purposes of this Agreement, the term "Seller" means and includes Sumuri 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. Buyer 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. PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas, and all documents held or maintained by Buyer may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Seller as Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller 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 Buyer, 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. 5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer may have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies, or services, except on behalf of Buyer as an officer or 3 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S 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). 6. ORDERS 6.1 No employees of the Buyer 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 Buyer. 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 Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 6.3 Following the award, additional services of the same general category that could have been encompassed in the award of this Agreement, and that are not already on the Agreement, may be added based on the discount bid and price sheet provided with the bid upon request and approval in writing by the Legal Department. 7. SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller'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. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure the lowest transportation costs and to conform to the 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. 8. SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9. TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives !l Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S and takes possession of the goods at the point or points of delivery and after inspection and acceptance of the goods. 10. DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 11. 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. 12. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13. INVOICES 13.1 Seller 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. Seller shall mail or deliver invoices to Buyer'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. 13.2 Seller shall not include Federal Excise, or State or City sales tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller'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 Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website. 14. PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals, which Seller warrants to be no higher than Seller'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 Seller 5 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative, upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 14.2 Seller 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 Seller for the purpose of securing business. For breach or violation of this warranty, Buyer 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. 14.3 Economic Price Adjustment (EPAEligibility. 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: 14.3.1 The adjustment is requested no more than once per twelve (12) month period; and 14.3.2 The adjustment request coincides with a contract renewal/extension term. 14.4 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: 14.4.1 Quote including current and proposed pricing; and 14.4.2 Documentation substantiating the proposed pricing. Failure to provide adequate documentation or timely submission may result in the denial of the request. 14.5 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. 14.6 Government Review and Determination. The City, at its sole discretion, may: 14.6.1 Approve the request in whole or in part; or 14.6.2 Negotiate a revised adjustment; or 14.6.3 Reject the request as unsupported or unreasonable. 11 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S 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. 15. PRODUCT WARRANTY Seller 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. Seller 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 Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16. SAFETY WARRANTY Seller 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 Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. 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. 17. SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty -free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for Buyer's sole use for purposes under this Agreement and any attached work orders or invoices. The Buyer may not use or share this software without permission of the Seller; however, Buyer may make copies of the software expressly for backup purposes. 18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER 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, 7 Zoho Sign Document ID: 320F6691-9VSJF52Q_F1BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S trade secrets, or any other intellectual property rights or other third -party rights. 18.2 SELLER shall be liable and responsible for any and all claims made against the Buyer 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 Buyer's continued use of the Deliverable(s) hereunder. 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trademark, trade secret, or similar property right arising from Buyer'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 Buyer modifies or misuses the Deliverables. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER 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, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer 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, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give SELLER timely written notice of any such claim or action along with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer 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, SELLER shall, at its own expense: (a) procure for Buyer 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 Buyer'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 Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement and refund all amounts paid to SELLER by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer at law or in equity. H., Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S 18.4 The representations, warranties, and covenants of the parties contained in this Agreement will survive the termination and/or expiration of this Agreement. 19. OWNERSHIP OF WORK PRODUCT Seller 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 Seller for the Buyer 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 Buyer. To the extent that the Work Product may not be considered work(s) made for hire under the applicable law, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title, and ownership interests, including copyright, which Seller 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 Buyer shall be entitled to obtain and hold in its own name, all rights in and to the Work Product. Seller, for itself and on behalf of its agents, hereby waives any property interest in such Work Product. 20. CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this Agreement if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 21. TERMINATION 21.1 Written Notice. The purchase of goods under this Agreement may be terminated by Buyer, in whole or in part, with or without cause, at any time, upon the delivery to Seller 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 Buyer as set forth herein. 21.2 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, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for 07 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer information or data, Seller shall return all Buyer provided information or data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. 22. ASSIGNMENT / DELEGATION No interest, obligation, or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonably necessary to verify Seller's legal status and Seller'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. Buyer reserves the right to withhold all payments to any entity other than Seller if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees, or interest resulting therefrom. 23. 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. 24. MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25. THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller 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 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 10 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S 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. 26. 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. 27. INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of Buyer. Seller 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 Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. 28. LIABILITY AND INDEMNIFICATION 28.1 LIABILITY — SELLER 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 SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 28.2 GENERAL INDEMNIFICATION — SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, 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 SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCL UDING 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 SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 11 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S 28.3 INTELLECTUAL PROPERTYINDEMNIFICATION- SELLER AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST BUYER FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM BUYER'S USE OF THE DELIVERABLES IN ACCORDANCE WITH THIS A GREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY SHALL NOT APPLY IF BUYER MODIFIES OR MISUSES THE DELIVERABLES. SO LONG AS SELLER BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST BUYER PURSUANT TO THIS SECTION, SELLER 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, BUYER SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTMTIONS, OR LA WSUITAS NECESSAR Y TO PROTECT BUYER'S INTEREST, AND BUYER AGREES TO COOPERATE WITH SELLER IN DOING SO. IN THE EVENT B UYER, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST BUYER FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, BUYER 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, SELLER SHALL FULLY PARTICIPATE AND COOPERATE WITH BUYER IN DEFENSE OF SUCH CLAIM OR ACTION. BUYER AGREES TO GIVE SELLER TIMELY WRITTENNOTICE OF ANY SUCH CLAIM OR ACTION ALONG WITH COPIES OF ALL PAPERS BUYER MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, BUYER'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE SELLER'S DUTY TO INDEMNIFY BUYER 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 MATERIALLYADVERSELYRESTRICTED, SELLER SHALL, AT ITS OWN EXPENSE: (A) PROCURE FOR BUYER THE RIGHT TO CONTINUE TO USE THE DELIVERABLES; OR (B) MODIFY THE DELIBERABLES TO MAKE THEM NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATER)ALLY ADVERSELY AFFECT B UYER'S A UTHORIZED USE OF THE DELIVERABLES; OR (C) REPLACE THE DELIVERABLES WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING DELIVERABLES AT NO ADDITIONAL CHARGE TO BUYER; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES ARE REASONABLY AVAILABLE TO SELLER, TERMINATE THIS A GREEMENTAND REFUND ALL AMOUNTS 12 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S PAID TO SELLER BY BUYER, SUBSEQUENT TO WHICH TERMINATION BUYER MAYSEEKANYAND ALL REMEDIESAVAILABLE TO BUYER AT LAW OR INEQUITY. 29. 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. 30. 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 Buyer will immediately notify Seller 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 Buyer 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. 31. NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants, or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: City of Fort Worth Attn: Purchasing 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 32. NON-DISCRIMINATION TO SELLER: Sumuri LLC Attn: Christian Lee -Operations Manger 1209 Orange St. Wilmington, DE. 19801 Seller, for itself, its personal representatives, assigns, subvendors, and successors in interest, as part of the consideration herein given, agrees that in the performance of Seller'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 13 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33. IMMIGRATION NATIONALITY ACT Seller 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 Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34. HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and environmental laws, requirements, and standards. In addition, Seller 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. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35. RIGHT TO AUDIT Seller agrees that Buyer 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 Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 36. DISABILITY 14 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA), Seller warrants that it and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller 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 Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. 37. DISPUTE RESOLUTION If either Buyer or Seller 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 party 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 parry'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. 38. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the Buyer 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, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES 15 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Buyer 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, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the Buyer 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, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (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 REQUIREMENTS 41.1 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 shall be on any vehicle used by Seller or its employees, agents, or representatives in the course of providing services under 16 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S 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 Buyer to evidence coverage. 41.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term "Buyer" 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 Buyer. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. 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. 17 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S (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 Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. 18 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S Exhibit B CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Texas Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (e.g. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") any affiliation or business relationship that might pose a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at https://www.ethics.state.tx.us/data/forms/conflict/CIO.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of any Conflict of Interest, provide Seller name in box # 1 and use "N/A" in each of the other areas on the form. However, a signature is required in box #4 in all cases. 19 Zoho Sign Document ID: 320F6691-9VSJF52Q_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S /_ono 3tgn uocument rut 1rtJHermo-KI IovvSvvtyoartv_rutsIIvUuruo CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with focal governmental entity This questionnaire reflects changes made to the law by N.B. 23. 84th Leg.. RegWer Session. OFMEUSE ONLY — 0 u 4esC'rltta-e it. barig filed 11) &CCOV44 CO w4h ' aµter t7b. LLK; 1 Governitciil Code, by a ve'idw woo �tiitic FiC c .fr I,a.. a Lm e^ s •efationship as. defined by tiw-ban IM0010-el *a a ImW pYt' "'Memal ently arm the v CiKtor irv*lf, :equ,ements unolee Section 176.0%a;. fay Iaw trc5 ques1101MALre mual be tiled with the records administrator of the local goverrirrterilal entity not lmei than the 71h tw!wmis oay after lie date the vendw beco roes aware of tacta tt+at r&.1,rlE the ytaterre et to Ce Ille t See Section 176 006la-t 1, Local Government Code A velIL40F CUr'lr'nJ15 dal utIN'lae .1010 vendor iu,owrngty viulaies Sechov 1715 006. Lu_:47 Gt)ver'i*nerit rode. & Uftnirse aitdw dv%echon Is a r'rlisdeorKm of Name of vendor who has a business relationship with local governmental entity. SUMURI LLC 2 Check this box if you are tiling an update to a previously filed questionnaire. I The law requires that you fife an updated completed gcestionr_aire with the aopropnate filing authority not later than the 7th bus ness day after the cite on which you becanne aware that the origirally filed questionnaire was .ncomp:ete or inaccurate.i 1 Name of local government officer about whom the information is being disclosed. N/A Name of (Yfk2r e Describe each employment or other business relationship with the local {government officer. or a family member of the officer, as described by Section 176.003(a)(2XA). Also describe any family relationship with the local government officer - Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. N/A A. Is the local government officer or a (amity member of the officer receiving or likety to recerve taxable income other than. investment income, from the vendor? 171 Yes No B. is the vendor recervmg or likely to receive taxabis income.. other mini mvesirrtent income, from or at the direction of tt•,e local government o4bcer or a family meter ,of the Wt ter AND the laxable Income is nos rece ved `rom the local governmental eraity) Yes No 5.' Describe each employment or business relationship that the vendor named in Section 1 maintains whh a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. N/A Check this box if the vendor has green the local government otfice• or a famrfy member of the off, er one or more gifts as described in Section 176.003(a)f2)tB), excluding gifts described in Sechion t76 OC3ia•' i. L7 & " Jura _19 gn96 1.4:36 EDT r f venocit doung btainesis wit, the 2uvettnnerrial entity air Fo,n provided by texas Ethics Ccvnrmssion www.etthcs.state tk.,,s �av Est 1 1 20211 19 Zoho Sign Document ID: 320F6691-9VSJF52Q_F1BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S /-Ono Jlgn UUCUMenl IU:.SZUY00y 1-bALJ!I 10VVJVVb0z)N V=1 Vt31 IVUUruc) Exhibit C SELLER CONTACT INFORMATION Seller's Name: SUMURI LLC Seller's Local Address: 40 South Main Street, P.O. Box 121, Magnolia, DE 19962. )'hone: (302) 570-0015 Fax: N/A Email: SALES@SUMURI.COM Name of persons to contact when placing an order or invoice questions: Name/Title Robbie Jose / TALINO Sales Specialist Phone: (302) 570-0015 Email: SALES@SUMURI.COM Name/Title Kim Latch / Controller Phone: (302) 570-0015 Email: BILLING@SUMURI.COM Name/Title Phone: Email: Signature Christian Lee Printed Name 20 Fax: N/A Fax: N/A Fax: Jun ' 2 2026 14:36 EDT Date LZoho Sign Document ID: 320F6691. 9VSJF52Q_F1 BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S cono Jign uOCUment iu: 5ZUr0bH 7 -JHLJ 7 Cfr1t-ULVV I AJAW KO-K I 10VVYlVVGCJr1 V_1 Ut3 I NL-jUt V J Exhibit D VERIFICATION OF SIGNATURE AUTHORITY Seller's Name Sumuri LLC. Seller's Address_1209 Orange St. Seller's City, State, Zip_ Wilmingt Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Seller and to execute any agreement, amendment, or change order on behalf of Seller. Such binding authority has been granted by proper order, resolution, ordinance, or other authorization of Seller. Buyer is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Seller. Seller will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Seller. 1. Name: Christian Lee Position: Operations Manager con Signature 2. Name: Position: Signature �1 v - - Signa�tu er of President/CEO/Managing Partner Title: Executive Vice President - Operationb, 21 Jun 12 2026 15:34 EDT Zoho Sign Document ID: 320F6691-9VSJF52Q_F1BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S Exhibit E SELLER'S SOLE SOURCE JUSTIFICATION LETTER To Whom It May Concern, am writing on behalf of SUMURI LLC to formally certify that we are the exclusive developer and manufacturer of a unique range of products and training services. This certification is issued to clarify our sole -source status and to assist your procurement process. Exclusive Products and Training Programs: Software Series: • RECON LAB • RECONITR • PALADIN TALINO Series: • TALINO Laptops (All Models) • Forensic Workstations (All Models, including the Multi-GPU Workstation) • eDiscovery Workstations (All Models) • TALINO KA-Server (All Models) • TALINO KA-Nano (All Models) • Cryptanalysis Workstations (All Models) All TALINO Forensic Workstation chassis are made of 3mm thick aluminum for heat dissipation in a proprietary design which optimizes functionality, longevity, and resource efficiency. This includes highly efficient fans which exclusively exist in TALINO workstations and a design certified through EMC testing to be safe to use in office environments with limited electromagnetic interference. Each workstation is tested using custom-made programs designed to diagnose any potential hardware shortfall to ensure ideal forensic use suitability. Only TALINO Forensic Workstations and Laptops can be dual booted with PALADIN and Windows as PALADIN is a proprietary software of SUMURI LLC. Training Courses: • Macintosh Forensic Survival Courses • Surviving Digital Forensic Training Series 23 Zoho Sign Document ID: 320F6691-9VSJF52Q_F1BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S • Certified Forensic Mac Examiner certification Production and Development: All of the above products are developed and produced exclusively within the United States. This ensures the highest standards of quality and reliability in our offerings. Distribution Policy: SUMURI LLC retains exclusive rights to distribute and resell these products and training services. We do not authorize any third -party vendors, resellers, or distributors to offer our products or training, with two specific exceptions: Government Agency Exception: In cases where government agencies are mandated to engage with a reseller due to anti -corruption laws. Vetted International Resellers: We may collaborate with carefully selected resellers outside the United States, particularly when they have established relationships with specific clients. We are committed to maintaining the integrity and exclusivity of our products and services. Should you require further information or have any specific inquiries, please do not hesitate to contact us. Thank you for your attention to this matter. Sincerely, a4e-, 411-4.� Ailyn Whalen, President - SUMURI LLC 24 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S slirli1 SUMURI �J South Main Street P.O. Box 121 Magnaha, DE 19962 DUNS: 968093398 UEI_ SC643-XCGHTKK3 GSA GS35F363DA E1N_ 27-2834740 Bill To Fore Worth PD 1CAC 3609 Marquira Dr Fort Worth, Texas 76116 U.S.A Phone:, Email_ cory.>hrrightf-Wortw rthtexas.gov Ship To 3609 Marquita Or Fort Worth, Texas 7611.6 U.S..A Exhibit F SELLER'S QUOTE Quoie Date: Expiry Date : Refereence# : PaymeniTerms Website Reference Number: Quote # QT-007485 06f 17f24215 0710712026 wr,order XXBMiha6tTU Uu Nei 30 Strugglingwith Mac foren5ires Imaging and Triage? The NEW RECON VTR is here — not just an update, but complete reengineehng built natively For Apple systems. Contact salesdLsumuri,corn to learn mare_ Hate; Adding c alar to the TAUNO@ Chassis may result in an additional one -month I -cad time. i TAUNO AMD@ Workstation - Blue PlexL FortWorth Pokice Department IDS, Windows 1 T Pro ! paladin (Dual Brat) ASUS : Pro WS TRX50-SAGE W R Mollie -board I Men.ial18 10 GbE, W ii F07, 9luebDodww; 5 2 AMDC9 Ry--enl Threadripper' 99BOX 13.2 GFL (SA GHz eoostl 1 f34 Cores T28Threads Processor JCPU) Liquid Cooling fof the CPU ProMing Mauamum Perforrnarrca 256GE DDRS 48M MHz KC Memory (RAM) - TE GenS M.2 NVMe SSD for the Operaung Sysoem MB GenS kdl._' N''We SSD for Temporary Files Four i&l4TB Gen5 Mi NVMe SSDs in R41D IC fur Processing WDl.k� GeForce RTX 5490 1 32GB GDDR7 G aphKs Card (GP1J) RAID Controller Card IflighPoint Rnx-k.er 760 Aj L9 Card fbr SATA Expansion 25 293338 1M 42,750_N 85500-W Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S ANKFR0 Hub for USB Expansion 4 Port USE 3.0 Hub (2 USE A, Zx USE C[ 10 Port USB 2.0 Hub (USE Ay Forensic Card Reader C1penTexi3�_, Tableau T35G7'E9iu forensic 11-rdge OperFl exttr-5 Tableau T3iu Forensic Bridge 2:5' Hot Swap Bayv%th four (A) Removable -1 3.5' Hot Scrap Bay for Rve (51 Drives 1700 Watt Power Supply Unit [ Rated S& Tiranium CPSU) High End Whisper quiet Fars thro-ughtwa the Entire System (Hydraulic Fluid Ball Bearing ] 3001 4-lour Llfespan¢ Microsoft Windows 11 Pro Three (3) Year Standard Warranty Additional Specificanons: 97e: 1 S'W x 19.W'H x 20.CY D (381 mom x =rnm x 51Dmm) Open Sw5, Bays=11 Fars size{s] =1_"'0mm PO Chassis Expansion Slots= 9 Aduminum Thickness = 0.118r (or 3_OOrluny Finish= Pov derCoated Blue witty Blacks Appi intmen s TK-5RC nText C�e>tiText Forensic Adapter 3tit: Th7- 7, TA7-Z TA7 3, 7A7-4, TA7-7,. TC PCIE44 jx2t TA PCIE 13CI E4, TBG. Must be used with a ClpenTexz Forensic Hardware PCIe prsduct. Standard Warranity: i year Included at no additional cl-karge 11:I111IF-A101IlOam CipenTexe Forensic Dri ae Adapter Kit TC61 TDA& 1, T11A3 "TDA:3 3 TDA3 LIFL, Two LIFCables, T17AS 1$ TDA5-2S, TDAS-ZLF TCZd-BNDL, T95. 2.00 450JDD 90000 ea 2-00 300.00 600.00 ea Sub Tom 1 67.000.00 Total 587,OM.00 Notes Please send any PUs or requesm related zo dtis quote m sales@surnun.com to expedite your order and'or senesce_ For technical questions pleasetontatz hello@sumuri_corn- Unless speefitafly specified, all GPUs will be shipped uninrstalted from workstations to prevent damage in shipping. lnEMY-dons an horn to install GPUs are included YAth all workstations. The price for the quaied iterm is based on the Commer:sal Price List provided as of tine issueirevision date- F lL invoica price wdl be adusted based on the index value attire time o€ventlor shipmex, as permitted in ois Economic Price Adustrnentprovision Fqr this sodidtation- 26 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S No re s Please send arty P4D's or requests related to tins quote to sares@sumuri.com to expedite your order andvorsen hce. For be&nical questions Please contact hefloFiasumuri.corn Unlessspeci5cally specified, all GPUs wvill be shipped uninstalled from workswtiors to prevent damage in shipping..lrstnictions on how to instali CPUs are included with all workstations- -Theprice for the quoted items is based on the Comrrazrdal Price List proviided as of the issueire%rision date_ Final irnroice price vAll be adjusted based on the index val ue at the time of vendor shipment, as permitted In our Economic Price fi4ustment provision for this s+:licitabon. Terms & Condkions !maximum shipping tin• es for Ti4L .40 V&Mts4ions is three (3) mks or less. If any exceptions or delays occur which could affect the slated shippingbmes the customer vall be notified immediatal} Economic Price Adjustment ment: If a component vendor is different that what was orignally quoted. SMURF I LC may increase the price to reflect this ne%v change Past Ire Invoices will incu it a mor chly Finance Charge of 34i Orders over 3250.Ir1X_00 require a. SO% deposit_ All International Orders require a S deposit_ JI�Dr Inten-babonal ordws.Unless othervAse indicated on the Esurnate all Shipping. Duties, Taxes and Fees are the sale responsivi§iry of the recipient. SUMURI ordyr accepts paj merim in LFSD. Please not that all International snapping prices are valid €or only one clay dLk-- to wola€ile tariffs and rmarkei shift. For our overseas agencies. please contact your sales representative For updated shipment pricing on the dayyou plan to make your purchase_ Thank you for your understanding. This Quote is governed by the aitatFied T&Cs on our wwebsite hi: psJ- )sLwnurLrominerxrns-and conditions Addendum to SUMURI Terms & Conditions Effective 06/02/2026 This Addendum modifies SUMURI's standard Terms & Conditions as they apply to Quote QT-006677, issued to the Fort Worth Police Department ("FWPD"). All terms not expressly modified herein remain in full force and effect. 1. Firm Fixed Price — FOB Destination Notwithstanding any language in the Notes section of Quote QT-006677 regarding index -based price adjustments at the time of shipment, the pricing set forth in this quote shall constitute a Firm Fixed Price (FFP), FOB Destination. The price listed represents the total cost to FWPD, inclusive of all applicable shipping charges. SUMURI LLC will not invoice FWPD for any amount in excess of the quoted price. 2. Economic Price Adjustment The Economic Price Adjustment provision in SUMURI's standard Terms & Conditions shall not be applied unilaterally during the term of the Agreement. Any price change arising from a component or model substitution shall require a formal amendment to the Agreement. In the event a quoted product is discontinued or replaced, FWPD shall request a revised quote for the replacement item, and the parties shall mutually agree on updated pricing prior to any order being placed. Economic Price Adjustments may be considered at the time of annual Agreement renewal, subject to FWPD's approval. 3. Shipping Any language in SUMURI's standard Terms & Conditions referencing variable or international shipping prices is superseded by this Addendum. All shipments under this Agreement shall be delivered FOB Destination at no additional charge beyond 27 Zoho Sign Document ID: 320F6691-9VSJF520_Fl BI-TKEGECXWJWYROWCG5PWCHAF3AXY2S the Firm Fixed Price stated in Quote QT-006677. For questions regarding this Addendum, please contact sales@sumuri.com. Regards, 6�� Christian Lee Operations Manager — SUMURI LLC 28 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Summuri LLC Subject of the Agreement: Sole Source Purchase Agreement with Summuri LLC to provide Forensic Workstations for digital forensic investigateion for Internet Crimes Against Childern Police Cyber Department. 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: At ACM's signature If different from the approval date. Expiration Date One year after ACM's signature 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: 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: 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.