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HomeMy WebLinkAbout065463 - General - Contract - 3SI Security Systems, Inc.Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA CSC No. 65463 FORTWORTH, VENDOR SERVICES AGREEMENT This SOLE SOURCE 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 3SI SECURITY SYSTEMS, INC. ("Vendor"), a Delaware Corporation , each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: OFFICIAL RECORD The Agreement documents shall include the following: CITY SECRETARY 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; and FT. WORTH, TX 3. Exhibit B — Price Schedule 4. Exhibit C — Sole Source Letter Exhibits A, B, and C, 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. Scone of Services. Vendor shall provide 3SI Security Systems specific GPS tracking equipment, software subscriptions, cellular communication services, and technical support for use by authorized Fort Worth Police Department personnel ("Services"), which are set forth in more detail in Exhibit "A" ("Scope of Services"), attached hereto and incorporated herein for all purposes. 2. Term. The Initial Term of this Agreement is for one (1) year, with the signature of the City's Assistant City Manager ("Effective Date") and shall expire one (1) year from that date, unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to (4) four one-year renewal option(s) (each a "Renewal Term"). 3. Comnensation. Total compensation under this Agreement will not exceed Twenty -Five Thousand Dollars and Zero Cents ($25,000.00). 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" ("Payment Schedule"), which is attached hereto and incorporated herein for all purposes. 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. 3.0 Price Stability. Prices established under this Agreement shall remain firm for Vendor Service Agreement-3SI Security Systems, Inc. Page 1 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA the initial contract term and all renewals, unless an Economic Price Adjustment (EPA) is granted. Price shall include all costs necessary to deliver the contracted goods and/or services, including freight, delivery, overhead, and profit, unless otherwise provided herein. 3.1 Economic Price Adjustment (EPA)Eligibility. 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: 3.1.1 The adjustment is requested no more than once per twelve (12) month period; and 3.1.2 The adjustment request coincides with a contract renewal/extension term. 3.2 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: 3.2.1 Quote including current and proposed pricing; and 3.2.2 Documentation substantiating the proposed pricing. Failure to provide adequate documentation or timely submission may result in the denial of the request. 3.3 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. 3.4 Government Review and Determination. The City, at its sole discretion, may: 3.4.1 Approve the request in whole or in part; or 3.4.2. Negotiate a revised adjustment; or 3.4.3 Reject the request as unsupported or unreasonable. If the requested adjustment is rejected, the City may elect not to exercise the renewal option and allow the Agreement to expire at the end of its term or procure goods/services by any other lawful method. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with at least 30 days' written notice of termination. 4.2 Non -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 Vendor Service Agreement-3S1 Security Systems, Inc. Page 2 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination, and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents, and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third 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 by the 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. Ri2ht 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 or Vendor. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. Vendor Service Agreement-3S1 Security Systems, Inc. Page 3 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA 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, INCL UDING, 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 ACT(S) 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, REPRESNTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITrS USE OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANYSUCH 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 FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, Vendor Service Agreement-3SI Security Systems, Inc. Page 4 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA NEGOTIATIONS, OR LAWSUITASNECESSARY TOPROTECT CITY'SINTERESTS,AND CITYAGREES 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 CITYMAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RES TRICTED, VENDOR WILL, AT ITS 0WNEXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATIONAT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. 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. 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 Vendor Service Agreement-3S1 Security Systems, Inc. Page 5 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA (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 I❑I N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General 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, 100 Fort Worth Trail, Fort Vendor Service Agreement-3S1 Security Systems, Inc. Page 6 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA 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. Compliance with Laws, Ordinances, Rules, and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws, ordinances, rules, and regulations, and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, 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 a copy to Fort Worth City Attorney's Office at the same address To VENDOR: 3SI Security System, Inc. Attn: Keith Deaton 101 Lindenwood Dr. Ste 200 Malvern, PA. 19355 Vendor Service Agreement-3SI Security Systems, Inc. Page 7 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA 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 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 with 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 Vendor Service Agreement-3S1 Security Systems, Inc. Page 8 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA an authorized representative of each parry. 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. ImmiEration 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. 27. Ownership of Work Product. City will own the final reports, attendance records, work papers, procedures, guides, and documentation expressly created for City under this Agreement ("Work Product"). Notwithstanding the foregoing, Vendor retains all ownership rights in its pre-existing training materials, curricula, instructional content, methodologies, techniques, and know-how, and nothing in this Agreement will be deemed to transfer ownership of such materials to City. To the extent any Vendor materials are included in the Work Product, Vendor grants City a non-exclusive license to use such materials solely for City's internal purposes. The parties agree that Vendor's training materials and instructional content are not works made for hire. 28. Sisnature 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. 29. Chancre 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 by supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's Vendor Service Agreement-3S1 Security Systems, Inc. Page 9 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. 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. 31. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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. 33. 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-3S1 Security Systems, Inc. Page 10 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA ACCEPTED AND AGREED: CITY OF FORT WORTH B: Y Name: William Johnson Title: Assistant City Manager Date: 07/01 /2026 APPROVAL RECOMMENDED: •rn By: David Carabajal un 30, 2026 16:45:23 CDT) Name: David Carabajal Title: Executive Assistant Chief ATTEST: p o� FORT°aad dam° �9pp OVo 8=d° Do *pe Q444'PLkt By: Name: Jannette S. Goodall Title: City Secretary VENDOR: 3SI Security Systems, Inc. Sig''n/Ied by: By:,lfU, �t,AObI, Name: elt—WIM , Title: COO/CFO Date: 6/29/2026 CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Kathryn Ageerun 30, 20K 08:00:34 CDT) Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: 6N" Keanan Waf hews Hall (Jun 29, 2026 16:21:05 CDT) By: Name: Title: Keanan M. Hall Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: N/A Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Service Agreement-3SI Security Systems, Inc. Page 11 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES 3SI Security Systems, Inc. shall provide GPS tracking equipment, software subscriptions, cellular communication services, and technical support for use by authorized Fort Worth Police Department (FWPD) personnel in support of criminal investigations, surveillance operations, asset recovery efforts, fugitive apprehension activities, and officer safety initiatives. A. GPS Tracking Equipment Vendor shall provide the following GPS tracking devices as identified in the FWPD's approved purchase orders issued under this Agreement: • MicroTracker tracking devices • Hardcase tracking devices • RX7 tracking devices The devices shall be configured for use with the Vendor's Covert by 3SI's CovertTrack Mapping Product and associated communication services. B. Covert by 3SI's CovertTrack Mapping Product Subscription Vendor shall provide annual subscription access to the Covert by 3SI's CovertTrack Mapping Product for authorized FWPD personnel. Subscription services shall include: • Secure access to the Covert by 3SI CovertTrack platform • Real-time location monitoring • Historical tracking data access • Mapping and reporting capabilities • User account administration • Data storage and retrieval services The subscription term shall be one (1) year from the date of activation unless otherwise specified in the applicable purchase order. C. Unlimited Five -Second Tracking Service Vendor shall provide unlimited GPS tracking services configured for location updates at five - second intervals for all authorized devices covered under this Agreement. Services shall include: • Real-time transmission of location information • Continuous monitoring capability • Historical tracking data retention • Tracking event reporting • Access to live and archived tracking information through the Covert by 3SI CovertTrack platform D. Cellular Airtime Subscription Vendor shall provide one-year cellular airtime subscriptions necessary for operation of the GPS tracking devices. Vendor Service Agreement-3SI Security Systems, Inc. Page 12 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA The airtime subscription shall include all cellular communication services required for transmission of tracking data between deployed devices and the Covert by 3SI CovertTrack platform. E. Technical Support Vendor shall provide technical support for all equipment, subscriptions, and services provided under this Agreement. Technical support shall include: • Device activation assistance • Device troubleshooting • Software support • User account assistance • Firmware and software updates made generally available by the Vendor • Warranty support and replacement coordination, when applicable F. Delivery/Deliverables • Standard equipment orders shall be shipped within thirty (30) calendar days after receipt of an authorized purchase order. • Vendor shall notify FWPD of any anticipated delays affecting delivery schedules. Deliverables under this Agreement include: 1. MicroTracker GPS tracking devices. 2. Hardcase GPS tracking devices. 3. RX7 GPS tracking devices. 4. One-year Covert by 3SI's CovertTrack Mapping Product subscriptions. 5. Unlimited five -second tracking service subscriptions. 6. One-year cellular airtime subscriptions. 7. Technical support services. G. Acceptance Services shall be considered accepted when: 1. Devices are delivered and operational; 2. Subscription access has been activated; 3. Airtime services are active; and 4. Authorized FWPD personnel can access and utilize the Covert by 3SI CovertTrack platform as intended. FWPD shall pay only for equipment, subscriptions, and services received in accordance with authorized purchase orders issued under this Agreement. Vendor Service Agreement-3SI Security Systems, Inc. Page 13 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81BA-89EDFE888CBA EXHIBIT B PRICE SCHEDULE 3SI Security Systems Inc 101 Lindenwood Dr. Suite M20 ,I Malvern PA 19355 United States Bill To Fort Worth PD - TX City Of Fort Worth 100 Fort Worth Trail Fort Worth TX 76102 United States Cycle Month: 00 Currency: US Dollar Memo: Contract Renewal Terms Net 30 Ship To Eric Skinner Fort Worth PD - TX 3900 Barnett St Fort Worth TX 76103-1400 United States tlty Stem 10 Tracking Service: Camera 1 Video Tracking Service: Camera I Video Device #: 5572058866 5572058869 5572058883 5572059891 5572066660 5572058867 5572058889 5572058865 5572058892 5572058870 2 Tracking Service: ESQ] Tracking Service - ESO Device #: 350857129461041 350857129460605 POIWD TOTAL Invoice - PF Invoice Date:06/0212026a Customer ID: 162904 Parent Customer ID: $221680.00 Shipping Method Fed Ex Groundv Start [date End Bate Term (Months) 10/01/2026 0913012027 12 1010112026 0913012027 12 Rate Amount 420.00 $4,200.00 360.00 $720.00 Vendor Service Agreement-3S1 Security Systems, Inc. Page 14 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81BA-89EDFE888CBA Qty Item 24 Tracking Service: MicroTracker Tracking Service: Art icroTracker Device #: 015191DO1019703 015181001024463 868239051006694 868239GS1004252 86-8239051002611 868239051003627 868239GS1011166 860201060915595 868239050283246 868239050314017 868239050321178 868239050344709 868239050346589 868239051003817 868239GS1003114 860201060921478 868239050311799 868239050322770 868239051012750 868239051007271 968239050320295 868239051004286 868239050346068 860201061009083 19 Tracking Service. Stealth Tracking Service: Stealth Device#: 353863116254412 350857127168333 353863116254248 353863118330467 353863116255203 353863116251715 357812093659875 357812G94538599 353863116253166 353863116254883 353863118330558 353160131832359 353863116258058 357812094441596 35386311629032E 353863118330400 353863116290549 352753091561991 350857124907600 Start Date End Date Term (Months) 10/0112026 0913012027 12 10101/2026 09/30/2027 12 Rate Amount 360.00 $8,640.00 48D.00 $9,120.00 Vendor Service Agreement-3S I Security Systems, Inc. Page 15 of 17 Docusign Envelope ID: 82D3l346D-674E-8F62-81 BA-89EDFE888CBA 351 4/28/2026 Fort Worth PD-TX Eric Skinner 100 Forth Worth Trail Fort Worth, TX 76102 Eric Skinner, EXHIBIT C SOLE SOURCE LETTER YOUR WORLD. SAFER. 101 Undenwood Dr., Ste, 200 Malvern, PA 19355 info@3si.com https://saferworld.solut'ions/ This letter is to certify 351 Security Systems, Inc, (formerly CovertTrack), is the sole Source provider and manufacturer of tracking services for Electronic Stake Outs CAPS trackers, Stealth V tracker, MicroTracker 5, and CovertCarn HD, which can only be tracked on our proprietary CovertTrack.com portal. These patented location technologies provide unique attributes which all report to 3Si's Cover-tTrack.com portal. These technologies may include active coordination of Cellular, GNSS (multi -constellation satellite), WfF[, Bluetooth technology; including an independent cell -based audible chirp -alert location feature; a customizable tilt, magnetic reed switch, or accelerometer activation; customized clandestine enclosures for secreted deployment; and a radio frequency (RF) beacon -pulse location application. 3SFs Electronic Stake OuO' device configuration offers the operating agent 9 programmable update rates, fully customizable text/email alerts to unlimited recipients, multiple device activation trigger mechanisms and sensitivity levels, and a geo-fence functionality. The Electronic Stake OutO Tracker configuration operates with a unique patented algorithm. Should the device lose real time communication with the 351 server, the device will store data internally. Once the internal storage has reached capacity the device uses 3SI's patented algorithm for preservation of the best prosecutorial evidence. Once the device regains communication wth the cell server, it immediately uploads the tracking data points it was able to preserve internally, for investigative historical review on the 3SI tracking portal. Because of this unique patented feature, all tracking history, even during cell communication anomalies, is preserved as evidence. No other tracking product provides all the patent protected features included in the unique 35I Electronic Stake Out'' devices, Vendor Service Agreement-3S I Security Systems, Inc. Page 16 of 17 Docusign Envelope ID: 82D3B46D-674E-8F62-81 BA-89EDFE888CBA 3SVs Stealth V tracker protects and tracks vehicles, high -value assets, bait objects, and shipments all through the CovertTrack.com portal. The revolutionary covert Slap and Go Tracker, the Stealth V & Stealth V Advanced, are 4G trackers with multiple options to maximize tracking. They provide flexibility for various types of surveillance operations and push the limits on battery Fife with their large capacity internal batteries and optimized power management systems. 3Si"s McroTracker 5 is a small portable tracker running on the 4G network (Cat M-l). The sleek design of this miniature GPS tracker features an updated GPS module that provides superior sensitivity and extremely accurate GPS Tracking for the CovertTrack.com portal tracking. 3SVs CovertCam HD is an all -in -one video surveillance solution that provides easy setup and installation of remote surveillance across a variety of operations. CovertCam HD can be used with bait vehicles, hotel stings, on -site interrogations:, undercover vehicles, structure monitoring, internal affairs investigations, and more. CovertCam HEM allows video monitoring through CovertTrack.com or a web -browser. Allows sending commands to connected systems, such as engine defeat and other systems. This versatile system is combined with a GPS & 4G tracking system and may be integrated with enhanced investigative support systems. The above -listed products and services are not currently available to Fort Worth Police Department through any third party or reseller. Sincerely, Keith Deaton COO/CFO 3S1 Security Systems, Inc. 101 I_indenvwood Dr, Ste 200 Malvern, PA 19355 Vendor Service Agreement-3SI Security Systems, Inc. Page 17 of 17 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: 3S1 SECURITY SYSTEMS, INC. Subject of the Agreement: Vendor shall provide 3S1 Security Systems specific GPS tracking equipment, software subscriptions, cellular communication services, and technical support for use by authorized Fort Worth Police Department personnel 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 signature If different from the approval date. Expiration Date: one year after ACM 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.