HomeMy WebLinkAboutContract 51223 P.O. No. 18-00105376
SS No. :SS18-437144
FORT WORTH CITY SECRETARY
CONTRACT NO.--SA `�
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and QBQ! ("Seller")
and the City of Fort Worth, ("Buyer"). a Teras home rule municipal corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A—License Agreement;
3. Exhibit B—Conflict of Interest Questionnaire.
4. Exhibit C — Vendor Contact Information
5. Exhibit D— Verification of Signature Authority
6. Exhibit E— Seller's Sole Source Justification Letter
7. Exhibit F — Sole Source Procurement Justification,
Exhibits A, B, C, D, E and F, which are attached hereto and incorporated herein, are made a
part of this Agreement for all purposes. The Amount of this contract shall not exceed
$55,500.00
The signed represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to
be executed by their duly authorized representatives to be effective as of the date signed below.
their duly authorized representatives to be effective as of the date signed.
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�t` rr�, OFFICIAL RECORD
CITY SECRETARY
a TO FT WORTH,TX
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Sole Source Agreement—
1� +Q 1
h 8 L 9 Revised 7.6.18cg
P.O.No.1.8-MlOS376
SS No.:$519-437144
IN WTt`tti %WIEREOF,the parties hcr+eto have c=uWd this Agteemrnt in multipks tlusr •'
0 2018.
ACCEPTED AND AGRI M
CITY OF FORT WORTH t:[
By:
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CONTRACT COMPLIANCE M&NAGER
By signinX I acknawleOV drat i am the person vmpcma-bk
for the tt»itnring and adininistration of this contract,mchuling
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
LICENSE AGREEMENT for the QBQ TRAINING SYSTEM FACILITATOR KIT(S)
Training System Title: "Personal Accountability and the QBQ!"
THIS AGREEMENT(`Agreement')by and between QBQ. Inc. (QBQ,a Colorado corporation with its principal office at:
11368 Nucla Street,Commerce City,Colorado 80022,and,City of Fort Worth ("Client'),(collectively referred to as
the"Parties").
All Contact info for Client:
City of Fort Worth
Cristi Lemon
1200 Texas Street
r Fort Worth, TX
76102
cristi.Lemon(a-).fortworthtexas.gov
The QBQ Training System ("Training System") consists of a Facilitator Kit which includes one DVD and one
Facilitator Guide. Upon licensing the Training System Facilitator Kit, Client will be given a non-exclusive right to use the DVD
and Guide during the term of the Agreement for the purpose of training the participants. These two items shall be returned to
QBQ at the expiration or termination of the Agreement. Each Individual trained must receive a Participant Kit consisting of one
(1) copy of the system soundtrack on two (2) audio CDs, one (1) publication each of "QBQ! The Question Behind the
Question" and "Flipping the Switch," one (1) Workbook—and other training materials. THE PARTICIPANT KITS MAY BE
RETAINED BY CLIENT SUBJECT TO THE LIMITATIONS ON USE CONTAINED HEREIN. THE FACILITATOR KIT IS
ALWAYS OWNED BY QBQ INC.AND MUST BE RETURNED.
Client agrees to pay QBQ, Inc.the following Training System Fees:
300 Tuitions to include a Participant Kit for each person (ce $185 each $55,500.00
N/A Facilitator Kits: DVD and Facilitator Guide" �U, N/A
"Facilitator kit already under contract with the Total plus
City from previous license agreement. This FK shipping due
transfers to this license. QBQ, Inc. $55,500.00
Payment Terms: 50% due by Sept 30, 2018 and final 50% due by October 20, 2018. Client is responsible for all
shipping charges.Checks made payable to QBQ, Inc.Note:3% surcharge will be added for credit card use.
Additional people trained beyond 300,including all required participant materials: $l85 each,plus shipping.
The participant fee is a one-time charge per participant.There is no charge to retrain.Tuitions cannot be transferred from one participant to
another.No person can view the prograin DVD/VIDEO content without first having a tuition paid and participant materials purchased for
them from QBQ,Inc.
This agreement expires on 9/15/2019.Thirty,days prior to the said expiration date,this license may be renewed for additional term
of one year for a renewal fee of$750 per Facilitator Kit. Payment for an additional term is(Inc no later than 20 days prior to the
official renewal date above. QBQ can refuse to renew any client license, which will require immediate return of facilitator kit by
client to Q13Q. By signing this agreement, client commits to no less than every 90 day, communication with QBQ and/or its
representatives, as updates on client usage of program will be required. Client will respond to email queries and phone contacts
from QBQ and/or its representatives.
The Client has read and agrees to the Terms of Agreement set forth on the following pages.
TERMS OF AGREEMENT: In consideration of the premises and covenants contained herein,it is mutually agreed by
and between the Parties as follows:
1. License. In consideration of the payment specified on page one of this Agreement, QBQ hereby grants Client the
non-exclusive limited right to use or disclose the contents of the DVD instructional content(and Facilitator Guide) that are a
part of the Training System Facilitator Kit during the term of this Agreement solely for the purpose of training its employees
and representatives on the terms set forth in this Agreement. The Client is hereby granted the right to use the complete
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Training System to train the number of participants set forth above. If Client desires to use the Training System for additional
participants, including but not limited to showing the DVD, it will pay to QBQ or its representative an additional tuition for
each participant exposed to the DVD. Client shall use the Training System as provided, without any modifications or
changes whatsoever.
2. Restrictions. Client agrees that it shall not: (i) Copy any of the components of the Training System, including, but
not limited to the DVD, audio CDs, or written materials; (ii) Sublicense, distribute, disclose, sell, lease, or otherwise transfer
the Training System, in whole or in part, to any third party; (iii) Use the Training System or any portion thereof for the
purpose of training additional participants after any expiration, termination or cancellation of this Agreement or any license
granted hereunder, or (iv) Use the Training System for any purpose not expressly permitted by the provisions of this
Agreement. The Facilitator of the Training System must be either an employee of licensee or a licensed and approved by
QBQ distributor of the Training System.
3. Termination. This Agreement and the license granted herein may be terminated by QBQ by giving written notice to
Client in the event Client is in breach of any provision of this Agreement effective upon receipt of the notice by Client.
Unless this Agreement is renewed (payment must be made at this time) 20 days prior to the expiration date stated above or
upon termination, all the materials in the Facilitator Kit(which includes all DVD instructional content and Facilitator Guide
or Guides) shall be returned to QBQ or its representative within ten (10) days of the expiration/termination date. If client
fails to timely return all materials,Client will pay a penalty of 5100/day per Facilitator Kit for each day delivery is delayed.
4. Ownership. Title in and to the Training System remains exclusively in QBQ, subject to the express, limited, and
non-exclusive license granted to Client pursuant to this Agreement. QBQ shall at all times during the term of this Agreement
and thereafter retain ownership of and title to all Trademarks relating to the Training System. Any and all use of the
Trademarks by Client or any of its Affiliates or goodwill associated with the Trademarks developed in connection with such
use shall inure to the benefit of QBQ and shall not affect QBQ's absolute ownership of the Trademarks, and any property or
rights arising out of such shall belong to QBQ. Client shall execute all documents necessary as may reasonably be requested
by QBQ or QBQ's designated representative at any time to perfect and establish QBQ's exclusive rights in and ownership of
all Trademarks. Neither Client nor any of its Affiliates shall attempt to obtain any trademark registrations, in their own name
or in the name of any other entity except QBQ, incorporating any substantial element of any of the Trademarks.
5. LIMITED WARRANTY--LIMITATION OF REMEDIES AND LIABILITY
THE MEDIA WIIICII CONTAINS THE TRAINING SYSTEM IS WARRANTED, FOR THE TERM OF THIS
AGREEMENT, TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSI-IIP. CLIENT'S SOLE AND
EXCLUSIVE REMEDY, AND QBQ'S SOLE LIABILITY, IS TO REPLACE THE DEFECTIVE MEDIA, PROVIDED
THAT Client NOTIFIES QBQ IN WRITING OF SUCII DEFECT AND RETURNS TO QBQ THE DEFECTIVE MEDIA,
DURING THE TERM OF TIIIS AGREEMENT, AT THE FOLLOWING ADDRESS: QBQ, Inc., 11368 Nucla Street,
Commerce City, CO 80022. EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED, THE TRAINING SYSTEM IS
PROVIDED ON AN "AS IS"' BASIS. WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR CLIENT'S PURPOSE. QBQ
SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS ARISING OUT OF OR RELATED TO TIIIS AGREEMENT OR CLIENT'S USE OF THE TRAINING
SYSTEM. EVEN IF QBQ I-IAS BEEN ADVISED OF TIIE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
QBQ'S LIABILITY HEREUNDER. IF ANY, EXCEED THE LICENSE FEE PAID BY Client FOR TIIE TRAINING
SYSTEM.
6. No Modification. This Agreement is the complete agreement and understanding of the parties with respect to the
Training System, and supersedes all prior oral,written or other representations and agreements.This Agreement may only be
amended in writing by an authorized officer of QBQ and Client.
7. Applicable Law. This Agreement shall be governed by the laws of the State of Colorado, USA without regard to its
principles of conflicts of law.
8. Survival. Notwithstanding anything in this Agreement to the contrary, all of the restrictions provided in Paragraphs
2,3,4, 5,7, 8,9, 10, 11, 12, 13 and 14 shall survive any expiration or termination of this Agreement.
9. Injunctive Relief. The Parties acknowledge that a breach or threatened breach of this Agreement by Client may
cause QBQ to suffer irreparable harm and injury such that no remedy at law will adequately compensate QBQ. QBQ shall be
entitled, in addition to any other remedies, to temporary and pennanent injunctive relief, without the need to post bond,
against any actual or threatened violation of this Agreement, from any court having jurisdiction. All rights and remedies of
QBQ shall be cumulative and may be exercised singularly or concurrently,at QBQ's option.
10. Nonassignability; Change in Control. Client shall not assign any of its rights or obligations under this Agreement
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7062780
Without the express written consent of QBQ, which consent may be withheld, conditioned or delayed in QBQ's sole
discretion. In the event of a change in control of Client. Client shall notify QBQ at least thirty(30) days prior to such event
and QBQ shall have the option to terminate or renegotiate this Agreement. "Change in control" means a merger,
consolidation, reorganization or sale of substantially all of Client's assets, or any combination thereof. Any attempted
assignment by Client without QBQ's consent shall be void. In the case of any permitted assignment by Client,this Agreement
shall be binding upon the assignee and its legal representatives and successors. Notwithstanding any such permitted
assignment. Client's obligations under this Agreement shall remain in full force and effect.
11. Severability. If a court finds anv of these provisions to be invalid in whole or in part under applicable law, such
finding shall not invalidate any provision hereof, nor the Agreement in its entirety, the Agreement and each unaffected
provision remaining in full force and effect,but rather such affected provisions shall be construed and/or blue-lined,reformed
or rewritten by the court as if the most restrictive covenants permissible under applicable law were contained herein.
12. No Third Party Rights. Nothing in this Agreement confers on any third party any right or license, either express or
implied, with respect to the Training System.
13. Attorneys Fees. In the event of any litigation or arbitration between the Parties to enforce any provision of this
Agreement or any right of either party, the unsuccessful party to such litigation or arbitration shall pay to the successful party
all costs and expenses, including reasonable attorneys' fees, expert witness fees, and deposition costs, incurred by the
successful party regarding such litigation or arbitration.
14. Jurisdiction; Venue. By signing this Agreement. Client consents to the jurisdiction of the courts of the City and
County of Denver. State of Colorado if Client resides or is doing business in the State of Colorado, or the U.S.
District Court of Colorado if Client resides or its place of business is located outside of the State of Colorado and
Client is doing business outside of the State of Colorado. Client agrees that venue for any action concerning this
Agreement and the Parties shall be such courts,as the case may be.
15. Material Terms and Conditions. Client specifically agrees that each of the provisions of Paragraphs 1, 2 and d are
material and that failure of Client to fully comply with such provisions shall constitute sufficient cause for QBQ to terminate
this Agreement. The presence of this Paragraph 15 shall not be relevant in determining the materiality of any other provision
or any breach of this Agreement by any party.
16. Taxes. Client shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value added,
or other taxes,federal,state or otherwise,which are levied or imposed by reason of the transactions contemplated hereby.
17. RIGIIT TO AUDIT
QBQ agrees that the Client, or Client's authorized representative, shall, until the expiration of three (3) years after final
payment under this contract, and at no additional cost to Client, have access to and the right to examine and copy any
directly pertinent books, computer disks, digital tiles, documents, papers and records of the QBQ involving transactions
relating to this contract, including any and all records maintained pursuant to Section 31 of this Agreement. QBQ agrees
that the Client shall have access, during normal working hoes, to all necessary QBQ facilities, and shall be provided
adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Client
shall pay QBQ for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative
Code. The Client shall give QBQ reasonable advance written notice of intended audits, but no less than ten (10) business
days.
18. PROHIBITION ON CONTRACTING WITI I COMPANIES THAT BOYCOTT ISRAEL
QBQ acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the Client 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:
(I) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
,.company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract,QBQ certifies that QBQ's signature provides written verification to the Client that QBQ:(I)does not boycott Israel;and
(2)will not boycott Israel during the term of the contract.
Approval of this agreement conveys full understanding of all terms above, including but not limited to the
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commitment to return in a timely fashion all Facilitator Kit materials when this license expires and is not renewed.
SIGNED AND AGREED to effeetive the day of September 2018
QBQ, INC. CLIENT: (Officer of Client organization)
By: John G. Miller By
Signature: ��}� M I LtffT2— Signature:
Title: President of QBQ, Inc. Title:
Your QBQ! representative contact info is:
John G. Miller,John(a)QBQ.com,303-286-9900; Kristin Lindeen, Kristin a QBQ.com,720-206-8846
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P.O. No. 18-00105376
SS No. :SS18-437144
Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the 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 (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship
that might cause 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
atter the date the person begins contract discussions or negotiations with the City,or submits
an application or response to a request for proposals or bids. correspondence. or another
writing related to a potential agreement with the City. 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 http://www.ethics.state.tx.us/forms/CIQ.p(i
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 tiling requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship
that you might have with the City, state Vendor name in the# 1, use N/A in each of
the areas on the form. However, a signature is required in the #4 box in all cases.
Sole Source Agreement—
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Revised 7.6.18cg
P.O.No.18-WIOS376
$5 No--SSS 4'3n44
CONFUCT OF INTEREST OUESTIONNAIRE ]FORM CIO
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Sale Source ApY@t`tt"t—
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Revised 7.1 I ft
P.O.No.18-00105376
SS Mo.:1111:fPN4
EXHIBIT C.—VENDOR CONTACT 1NFOR.'r1ATION
Vendor's*Name: �(X A) C
Vcndor'ss Local Addmss: U.
Pbonc: , — fy Fax:
game of persoas to oonw w hco platin ao oWe
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Em�sil:
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to Printed Namc Date
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Sole Source Agreement—
S
Revised 7.8.38q
P.O.No.18-WI05376
SS No.:55, 371x4
EXHIBIT D
VERIFIC4TION OF SIGNATURE AU-rHORFn'
Va dar hereby avers to Amide City wah i dgmxknt smdit baric financial statements,but also the fair
pion of the frttmx> W stateatetsta of individual funds.
Exocubm of this Slgnattm Verit'ica iia Form("Farm'hereby ocrnfies that the following irdivi&W-.
a ndJor poskiam have the aei"rky to legally hind Vendor and m execute any agraemerrt.t nxedrnent or
change older on behalf of Vendor.Such banding authority has tarn Vm3W by pmw order.rmdutian.
ordinance or other authorization of Vendor.City is fully entitled to rdy on the warranty and rcimmsciltatiolt
set forth m this Focrn in entering into any ageeemnmt or mrreadment with Vcmdoor_Vendor will submit an
apdaW Form within ten(10)business daps if there we zty to the signatory authority. City is
entitled to mly on my slur m cx=nod Form until it receives a revised Form that Les boon properly oxeeuted
by Vendor_
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Sole Source Agreement—
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EXHIBIT E
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To Whom It May Concern:
QBQ, Inc. is the sole-source provider of live QBQ! training
sessions, as well as the sole-manufacturer of the DVD-based
training program, "Personal Accountability and the QBQ!"
All inquiries can be directed to:
Kristin Lindeen
kristin@QBQ.com
763-703-4115
Thank you,
Kristin
Kristin Lindeen
V.P. QBQ, Inc.
EXHIBIT F
FoRTWORTE,
Purchasing Division
City of Fort Worth
SOLE SOURCE PROCUREMENT JUSTIFICATION
Purpose
This form must accompany all sole source purchase requests for equipment, construction, supplies or
services when the purchase is for more than$3,000.00. This form is not needed when the purchase is for a
professional services contract. The purpose of the sole source procurement justification is to demonstrate
that the competitive process is not required because only one product or service can meet the specific need
of the City of Fort Worth ("City"). A sole source procurement may not be used to circumvent the City's
normal purchasing procedures or for a price-based justification. Acceptance of the sole source procurement
justification is at the discretion of the Purchasing Division Manager or his designee.
Certification
My signature below certifies that I am aware that state and federal procurement statutes and regulations
require that procurements of a certain amount made by government entities must be competitively bid
unless the purchase qualifies as an exemption to the competitive bidding requirements, I am requesting this
sole source procurement based on the information provided in the Justification section below. The
information is complete,accurate and based on my professional judgment and investigations. I also certify
that this purchase will not violate Section 2-238 of the City's Ethics Code.
Requesting Department: Performance and Budget Department
Requested by [printed name]: Cristi Lemon
Signature: l� l
Recommended by[printed name]: Lynda Johnson
Department Director
Signature:
Telephone number: 817-392-6222
Date: August 15,2018
Sole Source Procurement Justification
Pagel of 3 Rev. 12/2014
Justification
1. Describe the product(s) or scrvicc(s) your department wishes to purchase — provide vendor name,
manufacturer,model number and/or generic description identifying the item(s)or service(s).
Product: QBQ! Personal Accountability training for organizations
Vendor: QBQ, Inc.,John G Miller and Kristin Lindeen, Qbq.com/training/
Products we are purchasing: Licensed DVD, facilitator guides, and learner toolkits necessary to
teach the QBQ! class
2. Purpose—provide a brief description of why the product(s) or service(s) is required.
The City began training employees in accountability with the QBQ! Curriculum in 2017. Initially, we
focused on infrastructure departments to address concerns expressed by the Mayor and Council about
accountability in the development process. Training has been well-received and there is a desire to
expand it to additional employees. In order to train additional employees,we must purchase additional
learner toolkits.
3. Describe your efforts to identify other vendors — trade shows, internet search, vendor catalogues.
Provide product and contact information for other products, services and vendors evaluated. (A quote
is not required, simply enough information to show the availability/non-availability of other sources.)
This particular personal accountability training is copyrighted by John G Miller and QBQ!,Inc.
Although there are other training materials on accountability,it is important that we maintain continuity
and consistency, so we would like to purchase the QBQ curriculum and learner toolkits.
4. Justification:
a. Identify the reason(s) why other vendors,products, or services competing in this market do not
meet the City's needs or specifications:
_x_ The product(s)or service(s)is available from only one source because of patents,copyrights,
secret processes,or natural monopolies.
The product(s) is a captive replacement part(s) or component(s)for existing equipment.
The dollar value of the existing equipment is approximately$
Use of other than Original Equipment Manufacturer parts jeopardizes the warranty or may
result in equipment not functioning to the level of factory specifications.
Authorized factory service is available from only one source.
Maintenance for the existing product is only available from one source.
b. Attach justification letter from the manufacturer or originator of the product or service.
Sole Source Procurement Justification
Page 2 of 3 Rev. 12/2014
5. Will this purchase limit the ability of other vendors to compete on future purchases for supplies,
upgrades, or replacements? if so, how?
No
6. Will this purchase obligate the City to future purchases, for example,maintenance or license(s)? If so,
what future purchases will be required?
No
7. What will happen if the City does not purchase the requested product(s)or scrvice(s)from this vendor?
Additional employees will not be trained in the QBQ method of personal accountability. We will
not be able to continue to offer this training unless we can purchase the QBQ curriculum and
learner toolkits.
Purchasing Division Comments:
QBQ! is the only provider and manufacturer of the training curriculum required
Buycr/Senior Buyer/Supervisor: Sarah Howell Date:—9n118
Approval
PURCHASING DIVISION:
Sole Source Procurement approved: Yes No
Signature of Purchasing Division Manager:
Printed Name:
Date:
Sole Source Procurement Justification
Page 3 of 3 Rev. 12/2014