HomeMy WebLinkAbout23S328 - TANGO TANGOCONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Tango Tango Customer Agreement
Tango Tango, Inc.
Zach Tannett
zach.tannett@tangotango.net
Radio Integration, GPS tracking, Online management portal,
Audio recording for PSFD and PSPD.
$10,427
3 Years: 11/01/23-10/31/26
N/A
Zach Tannett: zach.tannett@tangoptt.com
Marcus Routon: marcus@tangoptt.com
Information Technology
Larry Klingaman
N/A
23S328
#1
Yes
N/A
N/A
Department
-
Yes
9/4/24 Rene Sanchez
Docusign Envelope ID: C5B04F48-89DF-4385-AAE3-84B8241419C1
Page 1 of 5
Revised: 10.31.23
AMENDMENT NO. 1 TO THE CUSTOMER AGREEMENT
BETWEEN THE CITY PALM SPRINGS AND TANGO TANGO, INC.
1. Parties and Date.
This Amendment No. 1 to the Tango Tango Customer Agreement is made and entered into as
of this 9thth day of September, 2024, by and between the City of Palm Springs (“City”) and Tango
Tango, Inc, a Alabama Corporation with its principal place of business at 7800 Madison Blvd. Suite
702, Huntsville, AL 35806 (“Contractor”). City and Contractor are sometimes individually referred
to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled “Tango
Tango Customer Agreement” dated 10/24/24 (“Agreement”) for the purpose of retaining the services
of Contractor to provide Radio integration, GPS tracking, Online management portal, and audio
recording services for an amount of $7,437 and a term of 11/01/23 to 10/31/26.
2.2 Amendment. The City and Contractor desire to amend the Agreement to revise the
scope of service for Palm Springs Police Department and add additional compensation.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 21
of the Agreement.
3. Terms.
3.1 Orders. Section 4 of the Agreement is hereby modified to include the following
language:
“4.1 Directly with Tango Tango
Additional scope and compensation is hereby added to this agreement via Contract
Amendment #1 for PSPD Channel integration for $2,990 for a new not to exceed value of
$10,427.”
“Exhibit A is attached hereto and incorporated herein by reference.”
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
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Page 2 of 5
Revised: 10.31.23
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: C5B04F48-89DF-4385-AAE3-84B8241419C1
Page 3 of 5
Revised: 10.31.23
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND TANGO TANGO, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _____________________________________ By: _________________________________________
Signature Signature (2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Docusign Envelope ID: C5B04F48-89DF-4385-AAE3-84B8241419C1
9/4/2024 9/5/2024
9/5/2024
Page 4 of 5
Revised: 10.31.23
Exhibit A:
Added Scope for Palm Springs Police Department
Docusign Envelope ID: C5B04F48-89DF-4385-AAE3-84B8241419C1
Page 5 of 5
Revised: 10.31.23
Docusign Envelope ID: C5B04F48-89DF-4385-AAE3-84B8241419C1
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Tango Tango
Tango Tango Inc
Zach Tannett
zach.tannett@tangotango.net
Radio Integration, GPS tracking, Online management portal,
Audio recording
$7,437
3 Years 11/1/23-10/31/26
N/A
Zach Tannett: zach.tannett@tangoptt.com
Marcus Routon: marcus@tangoptt.com
Information Technology
Larry Klingaman
N/A
23S328
N/A
Yes
No
No
Department
No
Yes
Sole Source attached.
10/16/23 Kendall Bradley
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
X
Tango Tango
Customer Agreement
Valid as of: 24 September 2020
This Customer Agreement (the “Agreement”) is between you and Tango Tango, Inc (“Tango
Tango”). The Agreement is also known as the EULA or Customer Contract Terms and Conditions.
Unless provided for separately, in signed written consent, these terms govern the service between
you and Tango Tango. If you are agreeing to this Agreement not as an individual but on behalf of
your company or organization, then “Customer” or “you” means your company, and you are
binding your company to this Agreement. Tango Tango may modify this Agreement from time to
time, subject to the terms in Section 26 (Changes to this Agreement) below. By signing the
agreement that is presented to you at the time of your Order, or by using or accessing Tango Tango
products, you indicate your assent to be bound by this Agreement.
1. Scope of the Agreement
This Agreement governs your initial purchase as well as any future purchases made by you that
reference this Agreement.
2. Types of Tango Tango Products
This Agreement governs (a) Tango Tango’s commercially available downloadable software
products (currently designated as “Server” or “Data Center” deployments) (“Software”), (b)
Tango Tango’s hosted or cloud-based solutions (currently designated as “Cloud” deployments)
(“Hosted Services”), (c) any related support or maintenance services provided by Tango Tango,
and (d) all products (“Hardware”) used to provide Tango Tango services. Software,
Hardware and Hosted Services, together with related Documentation, are referred to as
“Products”. Unless otherwise specified, other provisions of this Agreement apply to all Products.
3. Account Registration
You may need to register for a Tango Tango account in order to place orders or access or receive
any Products. Any registration information that you provide to us must be accurate, current, and
complete. You must also update your information so that we may send notices, statements and
other information to you by email or through your account. You are responsible for all actions
taken through your accounts.
4. Orders
4.1 Directly with Tango Tango
Tango Tango’s Product ordering documentation or purchase flow (“Order”) will specify your
authorized scope of use for the Products, which may include: (a) number and type of Authorized
Users (as defined below), (b) storage or capacity (for Hosted Services), (c) numbers of licenses,
copies or instances (for Software), or (d) other restrictions or billable units (as applicable, the
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“Scope of Use”). The term “Order” also includes any applicable Product or Support and
Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use.
4.2 Reseller Orders
This Agreement applies whether you purchase our Products directly from Tango Tango or through
Tango Tango “Experts” or other authorized resellers (each, a “Reseller”). If you purchase through
a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and
Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make
any promises or commitments on Tango Tango’s behalf, and we are not bound by any obligations
to you other than what we specify in this Agreement.
5. Authorized Users
Only the specific individuals for whom you have paid the required fees and whom you designate
through the applicable Product (“Authorized Users”) may access and use the Products. Some
Products may allow you to designate different types of Authorized Users, in which case pricing
and functionality may vary according to the type of Authorized User. Authorized Users may be
you or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third
parties who are acting for your benefit or on your behalf. You may increase the number of
Authorized Users permitted to access your instance of the Product by placing a new Order or, in
some cases, directly through the Product. In all cases, you must pay the applicable fee for the
increased number of Authorized Users. You are responsible for compliance with this Agreement
by all Authorized Users. All use of Products by you and your Authorized Users must be within the
Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which,
directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership
or control with a party, where “control” means the power to direct the management or affairs of
an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable
jurisdiction does not allow majority ownership, the maximum amount permitted under such law)
or more of the voting equity securities or other equivalent voting interests of the entity.
6. Software Terms
6.1 Your License Rights
Subject to the terms and conditions of this Agreement, Tango Tango grants you a non-exclusive,
non-sublicenseable and non-transferable license to install and use the Software during the
applicable License Term in accordance with this Agreement, your applicable Scope of Use, and
the Documentation. Your License Term will end upon any termination of this Agreement, even if
it is identified as “perpetual” or if no expiration date is specified in your Order.
6.2 Your Modifications
Subject to the terms and conditions of this Agreement: (1) for any elements of the Software
provided by Tango Tango in source code form, and to the extent permitted in the Documentation,
you may modify such source code solely for purposes of developing bug fixes, customizations and
additional features for the Software and (2) you may also modify the Documentation to reflect
your permitted modifications of the Software source code or the particular use of the Products
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within your organization. Any modified source code or Documentation constitutes “Your
Modifications”. You may use Your Modifications solely with respect to your own instances in
support of your permitted use of the Software but you may not distribute the code to Your
Modifications to any third party. Notwithstanding anything in this Agreement to the contrary,
Tango Tango has no support, warranty, indemnification or other obligation or liability with respect
to Your Modifications or their combination, interaction or use with our Products.
To the extent permitted by law and without waiving or abrogating any statutory immunities or
limitations upon liability, you shall indemnify, defend and hold us harmless from and against any
and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’
fees and costs) arising out of or in connection with any claim brought against us by a third
party caused by Your Modifications (including but not limited to any representations or warranties
you make about Your Modifications (removing “or the Software”). This indemnification
obligation is subject to your receiving (i) prompt written notice of such claim (but in any event
notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control
and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary
cooperation of Tango Tango at your expense.
6.3 Attribution
In any use of the Software, you must include the following attribution to Tango Tango on all user
interfaces in the following format: “Powered by Tango Tango,” which must in every case include
a hyperlink to http://tangotango.net, and which must be in the same format as delivered in the
Software.
6.4 Third Party Code
The Software includes code and libraries licensed to us by third parties, including open source
software.
7. Hosted Services Terms
7.1 Access to Hosted Services
Subject to the terms and conditions of this Agreement, Tango Tango grants you a non-exclusive
right to access and use the Hosted Services during the applicable Subscription Term (as defined
below) in accordance with this Agreement, your applicable Scope of Use and the Documentation.
If Tango Tango offers client software (e.g., a desktop or mobile application) for any Hosted
Service, you may use such software solely with the Hosted Service, subject to the terms and
conditions of this Agreement. You acknowledge that our Hosted Services are on-line, subscription-
based products and that we may make changes to the Hosted Services from time to time.
7.2 Subscription Terms and Renewals
Hosted Services are provided on a subscription basis for a set term specified in your Order
(“Subscription Term”).
7.3 Credentials
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted
Services strictly confidential and not share such information with any unauthorized person. User
IDs are granted to individual, named persons and may not be shared. You are responsible for any
and all actions taken using your accounts and passwords, and you agree to immediately notify
Tango Tango of any unauthorized use of which you become aware.
7.4 Your Data
“Your Data” means any data, content, code, video, images or other materials of any type that you
upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title
and interest in and to Your Data in the form provided to Tango Tango. Subject to the terms of this
Agreement, you hereby grant to Tango Tango a revocable, non-exclusive, worldwide, royalty-free
right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in
each case solely to the extent necessary to provide the applicable Hosted Service to you and (b)
for Hosted Services that enable you to share Your Data or interact with other people, to distribute
and publicly perform and display Your Data as you (or your Authorized Users) direct or enable
through the Hosted Service. Tango Tango may also access your account or instance in order to
respond to your support requests.
7.5 Security
Tango Tango implements security procedures to help protect Your Data from security attacks.
However, you understand that use of the Hosted Services necessarily involves transmission of
Your Data over networks that are not owned, operated or controlled by us, and we are not
responsible for any of Your Data lost, altered, intercepted or stored across such networks. We
cannot guarantee that our security procedures will be error-free, that transmissions of Your Data
will always be secure or that unauthorized third parties will never be able to defeat our security
measures or those of our third party service providers.
7.6 Storage Limits
There may be storage limits associated with a particular Hosted Service. These limits are described
in the services descriptions on our websites or in the Documentation for the particular Hosted
Service.
7.7 Responsibility for Your Data
7.7.1 General
Both parties must ensure that all applicable local, state, federal and international laws and
regulations (“Laws”) shall be followed. You represent and warrant that: (i) you have obtained all
necessary rights, releases and permissions to provide all Your Data to Tango Tango and to grant
the rights granted to Tango Tango in this Agreement and (ii) Your Data and its transfer to and use
by Tango Tango as authorized by you under this Agreement do not violate any Laws (including
without limitation those relating to export control and electronic communications) or rights of any
third party, including without limitation any intellectual property rights, rights of privacy, or rights
of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the
terms of any applicable privacy policies. Other than its security obligations under Section 7.5
(Security), Tango Tango assumes no responsibility or liability for Your Data, and you shall be
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solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting
it.
7.8 Removals and Suspension
Tango Tango has no obligation to monitor any content uploaded to the Hosted Services.
Nonetheless, if we deem such action necessary based on your violation of this Agreement or in
response to takedown requests that we receive, we may (1) remove Your Data from the Hosted
Services or (2) suspend your access to the Hosted Services. We will provide advanced written
notice when we take such action and give you a reasonable opportunity to cure your breach, but if
we determine that your actions endanger the operation of the Hosted Service or other users, we
may suspend your access immediately. We have no liability to you for removing or deleting Your
Data from or suspending your access to any Hosted Services as described in this section.
7.9 Deletion at End of Subscription Term
We may remove or delete Your Data within a reasonable period of time after the termination of
your Subscription Term.
8. Hardware Terms
As part of Tango Tango’s service you will receive specialized Hardware. This Hardware may not
be tampered with, adjusted or modified without the prior written consent of Tango Tango. In the
event that the Hardware is damaged by lightning, flooding, tornado, or other act of God, Tango
Tango will replace the Hardware at no cost to you. In the event that the Hardware is damaged
because of modifications made by you or members of your team, you will be charged $1,500 for
new Hardware. In the event of the cancellation of service, you agree to return the Hardware with
shipping costs covered by Tango Tango. Given that the average lifetime value of the Hardware is
$7,000, if you refuse to return the Hardware, you agree to pay Tango Tango $7,000 in full.
9. Support and Maintenance
Tango Tango will provide the support and maintenance services for the Products you purchased
during the period for which you have paid the applicable fee. Support and Maintenance is subject
to the terms of the Support Policy and will be provided at the support level and during the support
term specified in your Order. The Support Policy may be modified by Tango Tango from time to
time to reflect process improvements or changing practices. Support and Maintenance for Software
includes access to New Releases, if and when available. You may use any New Releases that we
provide to you during a valid support term in the same way that you use Software, and New
Releases are included in the definition of Software in that case. “New Releases” are bug fixes,
patches, major or minor releases, or any other changes, enhancements, or modifications to the
Software that we make generally commercially available.
10. Payment
After the designated trial or “no charge” period, if you decide to purchase services and/or products
from Tango Tango, the fees shall be those set forth in the “Proposal” (aka “Quote”). Unless
otherwise specified in your Order, you will pay all amounts in U.S. dollars at the time you place
your Order. Other than as expressly set forth elsewhere in this agreement, all amounts are non-
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refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you
are not relying on future availability of any Products beyond the current License Term or
Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users
during your License Term or Subscription Term, we will charge you for the increased number of
Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. Unless
stated otherwise in the Proposal, the billing cycle is monthly. If you purchase any Products through
a Reseller, you owe payment to the Reseller as agreed between you and the Reseller.
11. No-Charge Products
We may offer certain Products to you at no charge, including free accounts, trial use, and access
to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is
subject to any additional terms that we specify and is only permitted for the period designated by
us. You may not use No-Charge Products for competitive analysis or similar purposes. We may
terminate your right to use No-Charge Products at any time and for any reason in our sole
discretion, without liability to you. You understand that any pre-release and beta products we make
available (“Beta Versions”) are still under development, may be inoperable or incomplete and are
likely to contain more errors and bugs than generally available Products. We make no promises
that any Beta Versions will ever be made generally available. In some circumstances, we may
charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain
subject to this Section 11 (No-Charge Products). All information regarding the characteristics,
features or performance of Beta Versions constitutes Tango Tango’s Confidential Information. To
the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with
respect to No-Charge Products, including any Support and Maintenance, warranty, and indemnity
obligations.
12. Restrictions
Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce,
modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to
the Products to a third party, (b) use the Products for the benefit of any third party, (c) incorporate
any Products into a product or service you provide to a third party, (d) interfere with any license
key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to
limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain
or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any
Products, except as permitted by law, (f) remove or obscure any proprietary or other notices
contained in any Product, or (g) publicly disseminate information regarding the performance of
the Products.
13. License Certifications and Audits
At our request, you agree to provide a signed certification that you are using all Products pursuant
to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our
authorized agent, to audit your use of the Products. We will provide you with at least 10 days
advance notice prior to the audit, and the audit will be conducted during normal business hours.
We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you
have exceeded the Scope of Use. If you exceed your Scope of Use, we may invoice you for any
ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without
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prejudice to any other remedies available to Tango Tango at law or equity or under this Agreement.
To the extent we are obligated to do so, we may share audit results with certain of our third party
licensors or assign the audit rights specified in this Section to such licensors.
14. Ownership and Feedback
Products are made available on a limited license or access basis, and no ownership right is
conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Tango Tango and
its licensors have and retain all right, title and interest, including all intellectual property rights, in
and to the Products (including all No-Charge Products), their “look and feel”, any and all related
or underlying technology, and any modifications or derivative works of the foregoing created by
or for Tango Tango, including without limitation as they may incorporate Feedback (“Tango
Tango Technology”). From time to time, you may choose to submit comments, information,
questions, data, ideas, description of processes, or other information to Tango Tango, including
sharing Your Modifications or in the course of receiving Support and Maintenance (“Feedback”).
Tango Tango may in connection with any of its products or services freely use, copy, disclose,
license, distribute and exploit any Feedback in any manner without any obligation, royalty or
restriction based on intellectual property rights or otherwise. No Feedback will be considered your
Confidential Information, and nothing in this Agreement limits Tango Tango’s right to
independently use, develop, evaluate, or market products, whether incorporating Feedback or
otherwise.
15. Confidentiality
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-
how, business, technical and financial information disclosed to such party (“Receiving Party”) by
the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing
Party (“Confidential Information“), provided that it is identified as confidential at the time of
disclosure. Any Tango Tango Technology and any performance information relating to the
Products shall be deemed Confidential Information of Tango Tango without any marking or further
designation. Except as expressly authorized herein, the Receiving Party will hold in confidence
and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure
obligation shall not apply to information which the Receiving Party can document: (i) was
rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or
has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained
by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv)
is independently developed by employees of the Receiving Party who had no access to such
information. The Receiving Party may also disclose Confidential Information if so required
pursuant to a regulation, law or court order (but only to the minimum extent required to comply
with such regulation or order and with advance notice to the Disclosing Party). The Receiving
Party acknowledges that disclosure of Confidential Information would cause substantial harm for
which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure
by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in
addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section
shall not operate as a separate warranty with respect to the operation of any Product.
16. Term and Termination
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This Agreement is in effect for the subscription term (the “Term”) specified in the Proposal. Either
party may terminate this Agreement before the expiration of the Term if the other party materially
breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days
after written notice of the breach. You may terminate this Agreement at any time, without cause
or existence of a breach of the Agreement by Tango Tango, but in such case you agree to pay
Tango Tango the balance of the contract value within 30 days of you providing written notice to
Tango Tango of such intent. Once the Agreement terminates, you (and your Authorized Users)
will no longer have any right to use or access any Products, or any information or materials that
we make available to you under this Agreement, including Tango Tango Confidential Information.
You are required to delete any of the foregoing from your systems as applicable (including any
third party systems operated on your behalf) and provide written certification to us that you have
done so at our request.
17. Warranty and Disclaimer
17.1 Due Authority
Each party represents and warrants that it has the legal power and authority to enter into this
Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an
employee or agent of such party with all necessary authority to bind such party to the terms and
conditions of this Agreement.
17.2 WARRANTY DISCLAIMER
ALL PRODUCTS ARE PROVIDED “AS IS,” AND TANGO TANGO AND ITS SUPPLIERS
EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF
FUNCTIONALITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TANGO TANGO
SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND
OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF
TANGO TANGO. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TANGO
TANGO NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION,
WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY,
SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY
PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A)
THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR
ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY
OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS
OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR
THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR
DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT
MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS.
18. Limitation of Liability
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS SUPPLIERS) SHALL
BE LIABLE FOR ANY CLAIM OF INFRINGEMENT, FOR ANY LOSS OF USE, LOST OR
INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE
OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS),
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S
AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY
PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12
MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS SECTION 19 (LIMITATION
OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY
ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS
AGREEMENT, OR (3) YOUR BREACH OF SECTION 12 (RESTRICTIONS) OR SECTION 2
(COMBINING THE PRODUCTS WITH OPEN SOURCE SOFTWARE) OF THIRD PARTY
CODE IN TANGO TANGO PRODUCTS). TO THE MAXIMUM EXTENT PERMITTED BY
LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE
PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties
agree that the limitations specified in this Section 18 (Limitation of Liability) will survive and
apply even if any limited remedy specified in this Agreement is found to have failed of its essential
purpose. Customer agrees to the terms and conditions of section 18 (Limitation of Liability) with
the express understanding and agreement that the limitations shall be to the extent permitted by
law.
19. Indemnification
Tango Tango will defend you against any claim, demand, suit or proceeding made or brought
against you by a third party resulting from your use of the purchased services or alleging that any
purchased service infringes or misappropriates such third party’s intellectual property rights (a
“Claim Against You”), and will indemnify you from any damages, attorney fees and costs as a
result of, or for amounts paid by you under a settlement approved by us in writing of, a Claim
Against You, provided you (a) promptly give Tango Tango written notice of the Claim Against
You, (b) give Tango Tango sole control of the defense and settlement of the Claim Against You
(except that Tango Tango may not settle any Claim Against You unless it unconditionally releases
you of all liability), and (c) give Tango Tango all reasonable assistance, at our expense. If Tango
Tango receives information about an infringement or misappropriation claim related to the
services, Tango Tango may in its discretion and at no cost to You (i) modify the Services so that
they are no longer claimed to infringe or misappropriate, without breaching Our warranties under
the Warranties above, (ii) obtain a license for your continued use of those services in accordance
with this Agreement, or (iii) terminate your subscriptions for those services upon 30 days’ written
notice and refund you any prepaid fees covering the remainder of the term of the terminated
subscriptions.
20. Improving Our Products
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
We are always striving to improve our Products. In order to do so, we need to measure, analyze,
and aggregate how users interact with our Products, such as usage patterns and characteristics of
our user base. We collect and use analytics data regarding the use of our Products.
21. Changes to this Agreement
Any changes to this agreement must be accepted in writing by both parties.
22. General Provisions
Any notice under this Agreement must be given in writing. We may provide notice to you via
email or through your account. Our notices to you will be deemed given upon the first business
day after we send it. You may provide notice to us by post to Tango Tango, Inc, 7800 Madison
Blvd., Suite 702, Huntsville, AL 35806 Attn: General Counsel. Your notices to us will be deemed
given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform
any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due
to unforeseen events which are beyond the reasonable control of such party, such as a strike,
blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or
telecommunications or data networks or services, or refusal of a license by a government agency.
You may not assign this Agreement without our prior written consent. We will not unreasonably
withhold our consent if the assignee agrees to be bound by the terms and conditions of this
Agreement. The Products are commercial computer software. If you are an agency, department,
or other entity of the United States Government, the use, duplication, reproduction, release,
modification, disclosure, or transfer of the Products, or any related documentation of any kind,
including technical data and manuals, is restricted by the terms of this Agreement in accordance
with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition
Regulation Supplement 227.7202 for military purposes. The Products were developed fully at
private expense. All other use is prohibited. This Agreement is the entire agreement between you
and Tango Tango relating to the Products and supersedes all prior or contemporaneous oral or
written communications, proposals and representations with respect to the Products or any other
subject matter covered by this Agreement. If any provision of this Agreement is held to be void,
invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This
Agreement may not be modified or amended by you without our written agreement (which may
be withheld in our complete discretion without any requirement to provide any explanation). As
used herein, “including” (and its variants) means “including without limitation” (and its variants).
No failure or delay by the injured party to this Agreement in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any right, power or privilege
hereunder at law or equity. The parties are independent contractors. This Agreement shall not be
construed as constituting either party as a partner of the other or to create any other form of legal
association that would give on party the express or implied right, power or authority to create any
duty or obligation of the other party.
Nothing herein shall be deemed or construed to waive, abrogate or mitigate any statutory immunity
or limitation of liability of Customer.
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: __N/a_____ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
N/a
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
10/24/2023 10/24/2023
10/24/2023
City of Palm Springs FD Three Year
City of Palm Springs
3200 E TAHQUITZ CANYON WAY
Palm Springs, CA 92262
Shawn Arden
shawn.arden@palmspringsca.gov
760 323 8181
Quote created: June 23, 2023
Quote expires: October 31, 2023
Quote created by: Zach Tannett
Director of Sales Enablement
zach.tannett@tangotango.net
Comments from Zach Tannett
Service includes: GPS Tracking Interoperability with Other Tango Tango Customers Online
Management Por tal In-App Text Messaging On-Device Audio Playback Audio Recording 24 7
Connectivity Monitoring 24 7 Critical Incident Suppor t
Products & Services
Item & Description SKU Quantity Unit Price Total
Primary Radio Channel Integration 3 Year 1 $7,500.00 $7,500.00
15 User Block 3 Year 1 $3,600.00 $3,600.00
One-time subtotal $11,100.00
Mulityear Discount 3 Years, paid upfront $3,663.00
33% discount
Total $7,437.00
for 3 years
Monthly cost per user license: $6.67 for 3 years
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
Purchase terms
Subscription Start Date: 11/01/2023
Subscription End Date: 10/31/2026
Payment Frequency: One-time
Payment Terms: Net30 from receipt of invoice
*Customer's billing cycle will commence as of the date listed above.
*Billing cycle, for purposes of prorating and payment deadline determination for additional user blocks added
during contract period, is monthly.
Tango Tango End User License Agreement
Signature
Before you sign this quote, an email must be sent to you to verify your identity. Find your profile below to request a verification email.
Shawn Arden
shawn.arden@palmspringsca.gov [sig|req|signer1 ]
Questions? Contact us
Zach Tannett
zach.tannett@tangotango.net
Tango Tango
7800 Madison Blvd
Suite 702
Huntsville, AL 35806
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
7800 Madison Blvd,Ste 702
Huntsville AL 35806
TangoTango.net
May 1st,2023
To Whom It May Concern:
We believe that Tango Tango is uniquely qualified to offer services that relate to PTT applications and
integration services to Land-Mobile Radio due to Tango Tango being the only company,to the best of our
knowledge,that can meet all the below criteria in a single offering:
1.Our push-to-talk application can be installed on any Android,iOS device,or PC on any cellular carrier or on
such devices with no cell carrier.Our users can cross-communicate among cellular carriers and can even
communicate with users that are on a traditional internet connection and don’t have cell service.
2.Our push-to-talk application is billed standalone to the customer agency,or even to individuals working for an
agency.Our application is not tied to a cellular carrier bill.This allows it to be easily installed and billed in a
highly customizable and configurable way to one or multiple entities or individuals to accommodate “bring your
own device”scenarios and other unusual desired billing configurations.
3.Our integration services can support talk groups from unlimited radio systems and we support any type of radio
system –Motorola,Harris,Kenwood,P25,MOTOTRBO,NEXEDGE,Hytera,800 MHz,VHF,UHF,DMR,
and more.
4.Our integration services are provided “as a service”with only a single,flat annual connectivity fee.Included in
our “as a service”model,we provide back-end connectivity up to and including cellular backhaul to connect
your radio groups to the push-to-talk application in one price from us.We also provide all break/fix repair,
maintenance,and upgrade of your integration points with no “surprise”fees for repair or upgrade.
5.Tango Tango radio integration services include the monitoring of the equipment to ensure that if an issue occurs,
we are proactively responding to it.
6.Our push-to-talk application provides GPS tracking of all smartphone users with the map viewable from within
the app itself and with the capability to zoom to the user who is transmitting.Our app also allows users to send
text messages to PTT talk group users with one click.
7.Our push-to-talk application allows for 24 hour audio playback within the app itself.
8.Tango Tango allows interoperation between disparate agencies’users as well as sharing of one agency’s
radio-integrated dispatch channel to another customer agency.
9.Tango Tango manages interoperability as part of the service.Interoperability agreements between departments
on the application and radio integration level can be managed via our admin portal.
10.All interoperability management agreements are stored and are easily accessible in our administrative portal.
11.Tango Tango provides two tone decoding that allows users applications to become a pager and only alert when
the users station or department is toned out.This allows the Tango Tango to provide two way communication
over a radio frequency and a pager all in one single application.
12.Web browser dispatch console that allows for communication between LTE only talk groups,radio integrated
talk groups,messaging,and GPS location data.
13.We have an API available to show user location data on GIS and ATAK systems.
14.Our dispatch console has the ability to generate tone outs over LTE and radio integrated talk groups.
15.Voice transcription is available via our web browser dispatch console.This allows customers to view text
records of audio traffic from LTE and radio integrated talk groups.
16.Tango Tango has the ability to connect the PTToC application to SIP intercom networks allowing handsets to
transmit over an entire intercom system.
17.Tango Tango can provide a multi-carrier data SIM card that allows the user's device to automatically roam
various carrier networks for the best connectivity.
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166
We believe that the above facts create the unique qualifications necessary to create a valid sole source for
this product and service.If you have any questions at all,I am happy to offer more detail on the above
points.
Thank you,
Beck Mitchell
VP Partnerships and Business Development
Tango Tango
DocuSign Envelope ID: 8FCC9B54-64D7-4CAE-91FC-6EC7BC99C166