HomeMy WebLinkAboutContract 52362 CITYSECRETARY
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0 2019 CONTRACT NO. 5�3(4
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CONTRACTOR SERVICES AGREEMENT
MSA DET11;C 01t 1,0TJi:11M1rNT,1'AWUS ANU ltETA1RS
SOLE SOURCE
This CONT11AC1'OR SERVICE AGItEl;lv;ll:ltiT("Agreement") is made and entered into by
and between the CITY OF)FORT WORTH ("City"),a Texas hotne. rate municipal corporation, acting
by and through its duly authorized Assistant City Mannger, and CK Teeltstar, LLC ("Contractor"), an
entity authorizcd to perform work in Texas, acting by and through its duly authorized
l' 5 ,'I"his Agreement shaft be effective as of the Effective Date established herein.
AG12V1M,M))OCUMENTS:
The additional documents comprising this Contractor Services Agreement shall include the
following:
1. Atiaclunent A The City's project description, general terms, conditions. and other
requirements in Parts I-IV including their respective attachments;
2. Attachincnt B - Contractor's Response to City's request for sole source pricing and
ncgolialed changes to Attachment A, Parts I- IV, if any;
3, Attachinent C -- Verification of Signature Authority Fonn (Attachment A, Part IV,
Attachment D),
Attachments A, B and C,are incorporated herein and made a Marl of this Agreement for all purposes. In
the event of any conflict between the tertns and conditions of Attachincn[s A or li and the terms and
conditions set forth in the body of this Agreement, the terins and conditions of this Agreement shall
control.
1. SCOPE OF SERVICES
Contractor hereby agrees to provide maintenance and repair services to MSA Controllers,
Detectots/Sensots,Parts,Repair/Nehatige for the City of Tort Worth Water Department-Plants Division
on an"as needed"basis as per Attachments A and B which n►ore Specifically duscrihc the services to be
provided hereunder.
2. TERM
This Agreement iti effective as of the (late subscribed below by the City's designated Assistant
City Manager("Effective Date")and shall expire on Sepicniher 10 of the same calendar year("Expiration
Date").The City shall have the sole option to renew the AirpCemerit, with Contractor's concurrence;,under
the same terms and conditions for up to four (4) one-year renewal periods which periods) shall be
October I to September 30 ("Renewal Period"). each renewal period is su1ijcct to funding availability,
City will provide Contractor with notice of intent to renew at least 60 days before the Expiration Date of
the Agreement or any Renewal Period,
3. ('OMPVNSATfQN
City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B.
Thu annual contract amount under this Agreement, per term, shall be the aniount up to_, S5,000.00
("Contract Amount"). For any term that is less than a full year, the Contract Amount shall be pro-rated
based on the mtmhor of calendar months in the tour►and worts performcd.`1'he Contract Amount shall not
change in any subsequent renewal period,exe:cpl as provided In the I 13.Contractor shall not perform any
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Contractor Services Agreement OFFICIAL RECORD
CITY 5ECRETARY
FT, WORTH{TX
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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 shall not be liable for any
additional expenses of Contractor not specified by this Agreement unless City first approves such
expenses in writing.
4. TERMINATION/CANCELLATION
Termination: The City reserves the right to terminate this agreement, or any part hereof, with or
without cause, for its sole convenience. The City shall deliver to Contractor a written "Notice of
Termination"specifying the extent to which performance of work or the goods to be purchased under the
order is terminated and the date upon which such termination becomes effective.
In the event of such termination, the Contractor shall immediately stop all work hereunder and
shall immediately cause any and all of its suppliers and subcontractors to cease work. The Contractor
shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to
the notice of termination, plus reasonable charges the Contractor can demonstrate to the reasonable
satisfaction of the City, incurred as a result of the termination. In no event shall the total of all amounts
paid to the Contractor under this section exceed the price stated in the Agreement. The Contractor shall
not be reimbursed for any profit which may have been anticipated,but which have not been earned up to
the date of termination.
Cancellation: City shall have the sole right to cancel this contract prior to the commencement of
work should there be a change in the need for the product or services as determined by the Department
Head or his/her Assistant City Manager.
Non-Appropriation of Funds: In the event no funds or insufficient finds are appropriated and
budgeted in any fiscal period for payments due under this contract, then City will immediately notify
Contractor of such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to City of any kind whatsoever,except to
the portions of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
Disclosure of Conflicts, Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this AgreementAn the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
Confidential Information.Contractor,for itself and its officers,agents and employees,agrees that
it shall treat all Information provided to it by City C"City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
Unauthorized Access. Contractor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in
any way.Contractor shall 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, Contractor shall, in good
faith, use all commercially reasonable efforts to cooperate with City in identifying what information has
been accessed by unauthorized means and shall Hilly cooperate with City to protect such City Information
from further unauthorized disclosure.
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Contractor Services Agreement
6. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall 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, Contractor shall 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, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat
superior shall not apply as between City, its officers,agents,servants and employees,and Contractor, its
officors, agents, employees, servants, Contractors and subcontractors, Contractor further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Contractor. It is further understood that City shall in no way be considered a co-employer or a joint
employer of Contractor or any officers, agents, servants, employees or subcontractor of Contractor.
Neither Contractor, nor any officers, agents, servants, employees or subcontractor of Contractor shall be
entitled to any employment benefits fi•om City, Contractor shall be responsible and liable for any and all
payment and reporting of taxes oil behalf of itself,and any of its officers, agents,servants,employees or
subcontractor.
7. LIABILITY AND INDEMNIFICATION
LLABILITY- CONTRACTOR SHALL BE LL4BLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTYDAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND
ANY RESULTING LOST PROFITS) AND/OR PERSONAL )NJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE
OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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8. ASSIGNMENT
Contractor shelf not assign any of its duties, obligations or rights under this Agreement without
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the prior written consent of City, If City grants consent to an assignment, the assignee shall execute a
written agreement with City and Contractor under which the assignee agrees to be bound by the duties
and obligations of Contractor under this Agreement.Contractor and assignee shall be jointly liable for all
obligations of Contractor under this Agreement prior to the effective date of the assignment.
9. INSURANCE AND BONDING
Contractor shall provide City with certificate(s) of insurance documenting policies of the types
and minimum coverage limits and performance and/or payment bonds (if required) each to be in effect
prior to commencement of any work pursuant to this Agreement as provided for in Attachment A, Part
IV,Attachment C.
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Contractor Services Agreement
10. ("OMYI.IAI\CE WITII LAWS,ORDINANCES, RULES AND REGULATIONS
Contractor agrees that in the performance Of its obligations hereunder, it shall comply with all
applicable federal, gatc and local laws,ordinances,rules and regulatiUilS and that any work it produces in
connection with this Agi-ecnient will also comply With all apphcahlo fedcral, state and local laws,
ordivances, roles and regulations as set forth in Attachment A, Part 111, Section 14. If City notifies
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately
desist from and correct the violation.
11. NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of(lie consideration lierein, agrees that in the performance or C'outractor,s duties and
obligations hercintder, it shall not discriminate in the treatment or oniplayincnt of auy individual or group
of individuals on any basis prohibited by law, including Chapter 17, Article TIT, Division 3 of the Fort
Worth Code, IF ANY CLAIA1 ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRrSr.NTATIVES,
ASSIGNS, SUIICONTRACTORS OR SUCCESSORS IN IN'1 ERE141', CONTRACTOR AGREES
TO ASSITW SITCII LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD
CITY HAl2NIL FSS FROM SUCl3 CLAIM.
12. NOTICES
Noticos required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to lho other party, its agents, employees, servants or
representatives,(2)delivered by electronic means 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: To CONTRACTOR:
City of Tort Worth Contractor business name
Attn: Darla Morales Parts Material Supervisor _,_K, —re—ch s+q r. LLC
200 Texas Street S+jW0-f
Fort Worth,TX76102-6314 rk 7'x.___2-7S736
Email:lliria.Morales(&fortwoithtexns.gov I'lhone: 911 6a05
Ph Emu:(817)392-4932 Facsitnilo: � -
l�acsiniile:(817)3 92-8 65 4 Email- Gc� i nS �eC},Sf x r� .
With copy to Fort Worth City Attorney'.,; Office at
same address
13. SOLYCITATION OF EMPLOYERS
Neither City nor Contractor shall,during the term of this Agreement aiid 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 tern of this Agreement,
without the prior written consent of the person's oinployer. Notwithstanding the foregoing, this provision
shalt not apply to an employee of either party who independently responds to a general solicitation of
advertisement of employment by either party.
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Contractor Services Agreement
14. GOVERNMDNTAL 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.
15. NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. GOVERNING LAW/VENUE
This Agreement shall 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 shall lie in state courts located in Tarrant County,Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
17. SEVERAMILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. FORCE MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majetwe or other causes beyond their reasonable control, including, but not
limited to,acts of the public enemy,fires,strikes,lockouts,natural disasters,wars,riots, material or labor
restrictions by any governmental authority and/or any other similar causes.
19. AMENDMENTS/MODIFICATIONS/EXTENSIONS
No amendment,modification,or extension of this Agreement shall-be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
20. ENTIRETY OF AGREEMENT
This Agreement, including its attachments and exhibits, contains the entire understanding and
agreement between City and Contactor, their respective 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.
21. WARRANTY
Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.Contactor warrants that it will perform all services under this contract in a
safe, efficient and lawful manner using industry accepted practices, and in full compliance with all
applicable state and federal laws governing its activities and is under no restraint or order which would
prohibit performance of services under this contract.Additional specific warranty provision are found in
Attachment A,Part H,Section 9.All warranty provisions shall survive the expiration of this Agreement.
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City shall give written notice of a breach of any warranty within thirty (30) days from the date
that the cause for same is discovered.
22. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
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Contractor, unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the j
Texas Government Code, if Contractor has 10 or more full time-employees and the contract value is ?
$100,000 or more, 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"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Contractor certifies that Contractor's signature provides written
verification to the City that if Chapter 2270,Texas Government Code-applies,Contractor: (1)does
not boycott Israel;tint](2)will not boycott Israel daring the term of the contract.
23. LICENSES AND PERMITS
Contractor certifies that on the day work is to commence under this contract, and during the
duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
Contractor also certifies that if it uses any subcontractor in the performance of this agreement,
that such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
24. HE, NOT CONTROLLING
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Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
25. REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had an. opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or its
attachments.
26. COUNTERPARTS
This Agreement may be executed in one or more counterparts and each counterpart shall,for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
27. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has 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 Contractor whose name,title and
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Contractor Services Agreement
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signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
l (Uwhment C. Each patty is fully entitled to rely on these warranties and representations in entering into
this Agree► ont or any aniend►nent hereto.
ACCORD NGC,Y, the parties hereto have duly mcutcd this Agreement and established the
]Effective Date as being the date subscribed by the City's designalcd Assistant City Manager.
CITY OY FORT W01UH: CONI'RAC:'1'01t: GIC Techstar,LLC
By: By, E��
Name: JcmB Chapa hfarrtc;J�,4-041) 1tl kz,
Title: Assistant City Mam igur Title: VP
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Date: � Date: _�� t`�
APPROVAL RECO1VlWENDLD:
By:
Name: Chris Harder
Title: Watur Departnie► •ector
ATTEST;
y: — ----
ime. Mart Ka ser
itlu: City, ecretally
APPROV,D AS TO FOR-AT AND LEGALITY, CONTRACT COMPLIANCE MANAGER:
By signing 1 acknowledge that I am the person
ay. _ responsible for the monitoring and
Name: Doug as W Black administration of this contract,including
Title: Sr. Assistant City Attorney ensuring all performance and reporting
CONT)ItA(1' ' UTHORIZATION: requirements,
i19f8iCI�I
Date:
1295#
Namo,))aria Monales
Title: Party Material Supervisor
0,FFICK RECORD
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Contractor Services Agreement
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ATTACHMENT A
CITY'S SCOPE,TERMS AND CONDITIONS
(Inserted behind this page as modified)
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Contractor Services Agreement
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ATTACHMENT A
TO
SOLE SOURCE CSA
PART-I
SCOPE OF SERVICES/SPECIFIC PROJECT INFORMATION
1.0 SCOPE
1.1 The Scope of Services and Product Specifications shall be as attached to Part I-A.
1.2 All items supplied resulting from this bid shall be of recent production, unused, and
suitable for their intended purpose,
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2.0 MWBE GOAL
A goal of NIA^% MBE participation has been established due to this being a sole source
procurement, k
3.0 SCHEDULE,AND ADDITIONAL BID RE QUIRE,
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Schedule of Events:
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Anticipated Award of Contract Date May 30,2019,or sooner.
4.0 RLSERVATIONS
In order for the City to receive adequate coverage on its services needs, the City expressly
reserves the following rights:
4.1 to waive as an informality, minor deviations from specifications provided they do not
affect competition or result in functionally unacceptable goods or services;
41 to specify approximate quantities in the Scope;and/or
4.3 to procure any item by other means.
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PART I-A
CITY SPECIFICATIONS/SCOPE OF WORK
For
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MSA Controllers,Detectors/Sensors,Parts,Repair/Exchange
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1.0 Intent—The intent of these specifications is to describe the minimum requirements of an ;
annual agreement with TechStar to purchase MSA controllers, detectors/sensors, pants, ti
repair/exchange and field technical assistance for the Water Department,
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2.0 Purpose—This contract will be used to purchase, maintain and upgrade existing(MSA)
controllers, repair/exchange of detectors/sensors currently in use throughout the various
Water Department facilities.
3.0 Documents- Letter fiom Manufacture,MSA stating authorized representative.
4.0 Warranty—All items offered shall carry the standard warranty of the manufacturer.
5.0 Duration of Agreement
5.1 The duration of this agreement shall be one(1) year from the date of approval by
the Fort Worth City Council.
5.2 This agreement may be renewed for up to four (4) successive one-year periods at
the same terms and conditions by mutual agreement of the parties. Renewal may be
affected by notice in writing and does not require specific City Council approval,
provided that the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
5.3 Upon expiMiefi ef 4he initial teiffl of pefied of the w4eiisieft vender agrees to
time to-allew the eity to re negotiate a ,, t,. e4 +to exeeed,.
3v4be reimb
5.4 Vendor shall remain obligated to the city under all clauses of this contract that
expressly or by their nature extend beyond and survive the expiration or termination of _
this contract.
6.0 Prices
6.1 Prices shall be firm for a period of twelve (12) months from the date of City
Council approval.
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6.2 Prices may be adjusted as part of the agreement renewal process, Requests for
price increases must be accompanied by supporting evidence of a price increase j
from the manufacturer. In the event of an industry-wide price change,the City of
Fort Worth will consider requests for one price increase per year of agreement. {
Notification of price changes must be submitted in writing to the Purchasing j
Division with the effective date of the change to be at least thirty (30) days after 1
written notification, The City reserves the right to accept price adjustments.If the
request for price adjustments is not acceptable to the City of Fort Worth, then the
City reserves the light to cancel any individual item affected or cancel the entire
purchase agreement. If the price change is deemed unreasonable when compared
to industry changes,then the City of Fort Worth reserves the right to terminate the
contract upon thirty(30)days written notice.
6.3 Shipping costs will be pre-paid& add.
7.0 Quantities--•The actual quantities may vary according to the needs of the City. The City
is only obligated to pay for items actually ordered by an authorized City employee and
then received as required by the City. The usage of MSA sensors, parts and service may
vary depending on the needs of the City.
8.0 Orders
8.1 Authorized City of Fort Worth employees will order items/service on an as-
needed basis and will provide the vendor with a blanket purchase order number
and a release number.
8.2 Invoices shall be submitted to the ordering department and must contain
the purchase order number and release number.
9.0 Delivery—Deliveries to be made to the various Water Department facilities as requested
throughout the term of the contract. The vendor will be required to obtain the correct
shipping and billing information from the requesting Water Department facility
representative when orders are placed and confirmed.
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10.0 Termination - These agreement may be canceled or terminated in accordance with the
City's standard terms and conditions paragfaph 14 and 15 Conditions for the termination
of a contract include:
1) Failure to deliver OEM MSA detectors,sensors,parts and service.
2) Failure to comply with any portion of these specifications.
3) Vendor assigns contract to another vendor without prior written authorization of
the City of Fort Worth.
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A, if ftmda afe net a"re FWed. Thais agreement may also be eaiiee4ed by fl�ffltaal
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PW Sole Source T&C Issued April,2019
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eansetit, or by one pauty giving the ether paety 90 days wEitten natiee,with e"�•'"w ETC'iQ"C[t'e"'�.Tvj'Vz
retention to tnn.v. ate this n at I
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12.0 Termination and Cancellation. This agreement may be canceled or terminated in
accordance with the Contractor Services Agreement ("CSA"). Conditions for the
termination of a contract also include:
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4) Failure to deliver OEM purnpS and Paris,
5) Failure to comply with any portion of the specifications.
6) Vendor assigns contract to another vendor without prior written authorization of
the City of Fort Worth.
13.0 Insurance and Bonds.
13.1 Certificates of Insurance. Contractor must provide Certificates of Insurance in
the amounts and for the coverages required as stated in the CSA.
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13.2 Payment and/or Performance Bonds. When Payment and/or Performance
Bonds are required as per Texas Government Code Chapter 2253, et seq., as
amended, the Contractor must provide the bonds in the amounts and on the
conditions required, within 14 calendar days after notification of award, or as
otherwise required.
14.0 Certificate of Interested Parties Form 1295. If the CSA must be awarded by the City
Council before execution, the Contractor is required to complete the Certificate of
Interested Parties Form 1295 and submit the form to the Purchasing contact listed in the
CSA before the contract will be presented to the City Council, The form may be
completed at: https://www.ethics.state.tx.its/whatsnew/elf info forml295.htm.
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15.0 Cooperative Purchasing.
15.1 Should other governmental entities decide to participate in this contract, bidder,
shall indicate in their proposals whether they agree that all terms, conditions,
specification, and pricing would apply.
15.2 If the Contractor agrees to extend the resulting contract to other governmental
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entities, the following shall apply: Governmental entities within utilizing
Contracts with the City of Fort Worth shall be eligible, but not obligated, to
purchase material/services under this contract. All purchases by governmental
entities other than the City of Fort Worth shall be billed directly to that
governmental entity and paid by that governmental entity. The City of Fort j
Worth shall not be responsible for another governmental entity's debts. Each
governmental entity shall order its own material/services as needed.
16.0 Proprietary Information. I
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16.1 All material submitted to the City becomes public property and is subject to the
Texas Open Records Act upon receipt. (See Attachment A,Pail III, Sec. 3.0)
16.2 If Contractor does not desire proprietary information in the bid to be disclosed,
each page must be identified and marked proprietary at time of submittal. The
City will,to the extent allowed by law,endeavor to protect such information from
disclosure. The final decision as to information that must be disclosed lies with
the Texas Attorney General.
16.3 Failure to identify proprietary infonnation will result in all unmarked sections
being deemed non-proprietary and available upon public request.
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PART-II
SPECIFIC TERMS AND CONDITIONS
1.0 CHANGE IN COMPANY NAME OR OWNERSHIP
The Contractor shall notify the 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 the company or authorized official must sign the letter. A letter indicating changes In a
company name or ownership must be accompanied with supporting legal documentation such as
an updated W-9, documents filed with the-state indicating such change, copy of the board of
director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to do so may adversely impact future invoice payments.
2.0 INVOICING REQUIREMENTS
2.1 All Invoices should be submitted directly to the contracting Department. It is the
responsibility of the Contractor to obtain the name and contact Information of the Department's
project manager to whom invoices shall be submitted.
2.2 A properly prepared invoice shall be typewritten or computer printed and shall include the
Contractor's name, phone number/email address, federal tax identification number, Sole Source
number or Invoice number, address, date, service or item description, unit price, extended cost,
and City Issued purchase order number. Incomplete or Inaccurate Invoices may result In delayed
payments,as they shall be returned to the Contractor for correction and re-submittal.
2.3 Under no circumstances•will the City be responsible for goods or services provided
without an Agreement signed by an authorized city representative.
3.0 UNIT PRICE ADJUSTMENT
3.1 The unit prices may be adjusted for increases or decreases in Contractor's cost during a
renewal period but not before the effective date of a renewal and only upon written request from
the Contractor.
3.2 The Contractor must submit its price adjustment request, In writing, at least 60 days
before a renewal effective period. The Contractor shall provide written proof of cost increases
with price adjustment request.
3.3 If the City does not accept the proposed rate increase, the City reserves the right to
adjust the rate request, or reject the rate request in its entirety and allow the contract to expire at
the end of the contract term.
3.4 Prices adjusted with a renewal, shall remain firm for each correlative term of the
Agreement.
3.6 Upon expiration of the Agreement term, Contractor shall remain obligated to the City
under all clauses of this Agreement that expressly or by their nature extends beyond and survives
the expiration or termination of this Agreement.
3.6 Goods and/or services shall not be suspended by the Contractor without a 30 day prior
written notice to the City.
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4.0 QUANTITIES
The quantities listed on the Part I-A Bid Solicitation Form are estimates and do not Indicate Intent
to purchase a certain amount or any amount. The City of Fort Worth is obligated to pay for only 1
those materials and services actually ordered by an authorized City employee and-then received
as required and accepted by the City. {
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5.0 INSURANCE REQUIREMENTS
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Insurance requirements are found in Part IV,Attachment C.
A valid certificate of insurance shall be provided with the signed Agreement, Failure to provide
such information within five (5) calendar days thereof may be grounds for termination of the
Agreement.
Policies shall have no exclusions by endorsements which nullify the required lines of coverage,
nor decrease the limits of said coverage unless such endorsements are approved by the City. In
the event a contract has been bid or executed and the exclusions are determined to be
unacceptable or the City desires additional insurance coverage, and the City desires the
Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the
premium for such additional coverage plus 10%.
6.0 COMPLAINTS
Complaints processed through the City Purchasing Division are to be corrected within fourteen
(14) days of formal notice of complaint. Written response to the Purchasing Division is required.
Failure to properly resolve complaints within the fourteen (14) calendar day time period may
result in the cancellation of the applicable line item(s)in the price agreement.
7.0 SUBCONTRACTING
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Subcontracting of the work under this Agreement will be allowed provided Contractor notifies the
Project Manager at least 24 hours In advance. If Contractor intends to engage a subcontractor(s)
to perform any of its obligations herein, subcontractor(s)shall agree to be bound by the duties and
obligations of Contractor under the Contract as such duties and obligations may apply. Contractor
shall, upon request, provide City with a fully executed copy of any agreement making such
subcontract.
8.0 DELIVERY
8.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the
unit price. The person placing the order will provide delivery and billing information. No
additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid
by the City.
8.2 There may be instances when the Contractor may be asked to accelerate delivery of an
order or services due to extenuating or emergency circumstances. When this occurs, the
Contractor will be expected to provide this service at no additional cost.
8.3 In the event the Contractor is unable to meet the original delivery date(s), the City must
be contacted immediately, but prior to the due date, and seek an extension of delivery time. j
Failure to comply with the delivery terms may be grounds for canceling order(s) or services, or
the entire Agreement. j
8.4 Delivery tickets must Include the City's Blanket Order Number and the ordering j
department's Release Number,
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8.5 Delivered Items that are determined to be defective or not meeting bid specifications shall
be picked up and replaced by the Contractor, or the Contractor's designee, at no cost to the City.
If the item (s) are not picked up within one (1) week after notification, the item shall become a
donation to the City for disposition.
8.6 Material Safety Data Sheets(if applicable)
8.6.1 A Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or
mixture containing such substance, pursuant to Revised Statutes Annotated (RSA) _E
Chapter 277-A (277-A), shall accompany each delivery. Delivery of toxic or hazardous
substance or mixtures containing such substance without MSDS sheets shall not be
accepted. Delivered containers shall be properly labeled pursuant to RSA 277-A f
8.6.2 Failure to submit the required MSDS sheets and/or label each container in
accordance with RSA 277-A, shall place the Contractor in non-compliance and shall
result in civil or criminal penalties. The Contractor furnishing substances or mixtures
subject to RSA 277-A, Is responsible for adhering to and being in compliance with this
law. Failure to comply with RSA 277-A,shall result in the cancellation of an order.
9.0 WARRANTIES
9.1 The Contractor shall provide a warranty to include at a minimum, but not limited to the
following:
9.1.1 In addition to any other warranties In this contract, the Contractor warrants that
all work and products supplied under this agreement conforms to the agreement
requirements and is free from any defect In workmanship, equipment, material, or design
furnished by the Contractor or any supplier at any tier.
9.1.2 Contractor agrees to repair or replace promptly, on a one-for-one basis without
additional cost to the City of Fort Worth, any and all defective work'and products. The
City defines "prompt" repair or replacement to be within twenty- four (24) hours after
notification by authorized City personnel.
9.1.3 This warranty shall continue for a period of 90 days from date of acceptance of
products and work by the City.
9.1.4 The Contractor shall remedy at the Contractor's expense any non-conforming or
defective products or work. In addition, the Contractor shall remedy at Contractor's
expense any damage to real or personal property owned by the City of Fort Worth,when
that damage Is the result of a defect of products furnished.
9.1.5 The Contractor's warranty with respect to products repaired or replaced will run
for 90 days from date of installation and acceptance of such by the City.
9.1.6 The City of Fort Worth shall notify the Contractor,-within a reasonable time after
the discovery of any failure, defect, or damage.
9.1.7 If the Contractor fails to remedy any failure, defect, or damage within a
reasonable time after receipt of notice, the City of Fort Worth shall have the right to
replace, repair, or otherwise remedy the failure, defect, or damage at the Contractor's
expense. '
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9.1.8 This warranty shall not include failures attributable to accident, fire, or negligence i
on the part of City personnel.
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9.2 With respect to all warranties, expressed or implied, from manufacturers, or suppliers for
work performed and materials furnished under this contract, the Contractor shall:
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9.2.1 Obtain all warranties that would be obtained in normal commercial practice;
9.2.2 Enforce all warranties for the benefit of the City of Fort Worth. j
10.0 PRICE WAR AR NTY
10.1 The price to be paid by City shall be that contained in Contractor's proposals which
Contractor warrants to be no higher than Contractor's current prices on orders by others for
products and services of the kind and specification covered by this agreement for similar
quantities under like conditions and methods of purchase. In the event Contractor breaches this
warranty, the prices of the items shall be reduced to the prices contained in Contractor's
proposals, or in the alternative upon Contractor's option, Contractor shall have the right to
cancel this contract without any liability to Contractor for breach or for Contractor's actual
expense. Such remedies are in addition to and not In Ileu of any other remedies which
Contractor may have in law or equity.
10.2 Contractor warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or selling
agency that is maintained by Contractor for the purpose of securing business. For breach or
violation of this warranty, City shall have the right, In addition to any other right or rights arising
pursuant to said purchase(s), to cancel this contract without liability and to deduct from the
contract price such commission percentage, brokerage or contingent fee, or otherwise to recover
the full amountthereof.
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11.0 PRODUCT WARRANTY
Contractor shall not limit or exclude any express or implied warranties and any attempt to do so
shall render this contract voidable at the option of Contractor. Contractor warrants that the goods
furnished will conform to City's specifications, drawings and descriptions listed in the proposal
Invitation, and the sample(s) furnished by Contractor, if any. In the event of a conflict
between City's specifications,drawings,and descriptions,City's specifications shall govern.
12.0 SAFETY WARRANTY
Contractor warrants that the product sold or services provided to City shall conform to the
standards promulgated by the U.S. Department of Labor under the Occupational Safety and
Health Act(OSHA) of 1970, as amended. In the event the product or services do not conform to
OSHA standards, City may return the product for correction or replacement at Contractor's
expense or City may terminate the contract. In the event Contractor fails to make appropriate
correction within a reasonable time, any correction made by City will be at Contractor's expense.
Where no correction is or can be made, Contractor shall refund all monies received for such
goods or services within thirty (30) days after request is made by City in writing and
received by Contractor. Notice is considered to have been received upon hand delivery, or
otherwise in accordance with the Notice provisions of this contract. Failure to make such refund
shall constitute breach and cause this contract to terminate Immediately.
13.0 WARRANTY AQAINST INFRINGEMENT OF INTELLECTUAL,PROPERTY
13.1 If applicable to the services being provided, the CONTRACTOR warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to:
programs, documentation, software, analyses, applications, methods, ways, and
processes (in this Section each individually referred to as a "Deliverable" and collectively
as the"Deliverables,")do not infringe upon or violate any patent, copyrights, trademarks,
service marks, trade secrets, or any intellectual property rights or other third party
proprietary rights,in the performance of services under this Agreement.
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13.2 If applicable to the services being provided, CONTRACTOR shall be liable and
responsible for any and all claims made against the City for infringement of any patent,
copyright, trademark, service mark, trade secret, or other Intellectual property rights by
the use of or supplying of any Deliverable(s) in the course of performance or completion
of, or In any way connected with providing the services,or the City's continued use of the
Deliverable(s) hereunder.
13.3 If applicable to the services being provided, CONTRACTOR agrees to indemnify,
defend, settle, or pay, at Its own cost and expense, including the payment of attorney's
fees, any claim or action against the City for infringement of any patent, copyright,
trademark, service mark, trade secret, or other Intellectual property right arising from
City's use of the Deliverable(s),or any part thereof, in accordance with this Agreement, it
being understood that this agreement to Indemnify, defend,settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as CONTRACTOR bears the cost
and expense of payment for claims or actions against the City pursuant to this section 8,
CONTRACTOR shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, City shall have the right to fully participate In any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's Interest, and City
agrees to cooperate with CONTRACTOR 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 the City for infringement arising under this Agreement, the City
shall have the sole right to conduct the defense of any such claim or action and all
negotiations for Its settlement or compromise and to settle or compromise any such
claim; however, CONTRACTOR shall fully participate and cooperate with the City In
defense of such claim or action. City agrees to give CONTRACTOR timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, the City's assumption of payment of costs or expenses
shall not eliminate CONTRACTOR's duty to indemnify the City under this Agreement. if
the Deliverable(s),or any part thereof, is held to Infringe and the use thereof Is enjoined or
restrained or, if as a result of a settlement or compromise, such use Is materially
adversely restricted, CONTRACTOR shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or(b)modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely. affect City's authorized use of the Deliverable(s); or (c) 'replace the
Deliverables)with equally suitable,compatible,and functionally equivalent non-infringing
Deliverable(s)at no additional charge to City;or(d)If none of the foregoing alternatives Is
reasonably available to CONTRACTOR,terminate this Agreement, and refund all amounts
paid to CONTRACTOR by the City, subsequent to which termination City may seek any
and all remedies available to City under law.
14.0 SAFETY
The Contractor shall be responsible for creating and maintaining its own safety plan meeting all
federal,state, county or city laws,ordinances and regulations.
15.0 HAZARDOUS CONDITIONS
The Contractor is required to notify the City immediately of Contractor's discovery of any
hazardous conditions during performance of the services. City may suspend contractor's work for
such reasonable time as is necessary to evaluate the possible hazardous conditions and to
develop a plan for managing same. Contractor and City may negotiate a change order, if i
necessary, for Contractor to continue its work if the original conditions have materially changed
due to the discovery of hazardous conditions.
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PART- III
GENERAL TERMS AND CONDITIONS
1.0 DEFINITION OF CITY
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The City of Fort Worth, Its officers, agents, servants, authorized employees, contractors and {
subcontractors who act on behalf of various City departments, bodies or agencies. j
2.0 DEFINITION OF CONTRACTOR
The consultant, service provider(s), supplier, or other provider of goods and/or services, Its
officers, agents, servants, employees, contractors and subcontractors who act on behalf of the
entity which is engaged In a contract with the City.
3.0 PUBLIC-INFO INFORMATION
Any information submitted to the City of Fort Worth may be requested by a member of the public
under the Texas Public Information Act. If the City receives a request for a Contractor's
proprietary information, the Contractor listed in the request will be notified and given an
opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding
reasons the Contractor believes that its information may not lawfully be released. If Contractor
does not make arguments or the AG rejects the arguments Contractor makes, Contractor's
information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of City shall have a financial interest, direct or indirect, in any contract
with City or be financially interested, directly or Indirectly, In the sale to City of any land,
materials, supplies or services, except on behalf of City as an officer or employee. Any willful
violation of this section shall constitute malfeasance In office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position. Any violation of this section with the
knowledge, expressed or implied, of the person or corporation contracting with the City Council
shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII,
Section 16,City of Fort Worth Charter)
6.0 ORDERS
5.1 No employees of the City or Its officers, agents, servants, contractors or
subcontractors who act on behalf of various City departments, bodies or agencies are
authorized to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the City.The only exceptions
are Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 262.022(a)(1), (2), or (3). In the case of emergencies, the City's Purchasing Division
will place such orders.
6.2 Acceptance of an order and delivery on the part of the Contractor without an approved
contract number, purchase order number, or release number Issued by the City may result
In rejection of delivery, return of goods at the Contractor's cost and/or non-payment.
6.0 CONTRACTOR TO PACKAGE_GQQj
If applicable to the scope of work, Contractor will package goods in accordance with good
commercial practice. Each shipping container, shall be clearly and permanently marked as
follows: (a)Contractor's name and address: (b)Consignee's name, address and purchase order
or purchase change order number; (c) Container number and total number of containers, e.g.,
box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Contractor shall
bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure
lowest transportation costs and to conform to requirements of common carriers and any
applicable specifications. City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
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7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Contractor is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
If applicable to the scope of work, the title and risk of loss of the goods shall not pass to City I
until City actually receives and takes possession of the goods at the point or points of delivery
after Inspection and acceptance of the goods.
9.0 PLACE OF DELIVERY
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If applicable to the scope of work, the place of delivery shall be set forth in the "Ship to"
block of the purchase order, purchase change order, or release order.
10.0 RIGHT OF INSPECTION
If applicable to the scope of work, City shall have the right to Inspect the goods upon delivery
before accepting them. Contractor shall be responsible for all charges for the return to
Contractor of any goods rejected as being nonconforming under the specifications.
11.0 BOFTWARE LICENSE TO CONTRACTOR
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Contractor hereby grants to City, a perpetual, Irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Contractor, and is licensed and provided to the City for its sole use for purposes under this
Agreement and any attached work orders or invoices. The City may not use or share this
software without permission of the Contractor; however City may make copies of the software
expressly for backup purposes.
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12.0 OWNERSHIP OF WORK PRODUCT
If applicable to the scope of work, Contractor agrees that City shall be the sole and exclusive
owner of all reports, work papers, procedures, guides, and documentation, created, published,
displayed, and/or produced in conjunction with the services provided under this Agreement
(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright,
patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall Inure to the benefit of City from the date of conception,
creation or fixation of the Work Product in a tangible medium of expression (whichever occurs
first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"
within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the
Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive
right, title and interest in and to the Work Product, and all copies thereof, and in and to the
copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may
have or obtain, without further consideration, free from any claim,lien for balance due,or rights of
retention thereto on the part of City. Contractor for itself and on behalf of its contractors hereby
waives any property interest in such Work Product.
13.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the"Network"). If
Contractor requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Contractor Is required to utilize the Internet, Intranet, email, City database, or
other network application, Contractor shall separately execute the City's Network Access
Agreement prior to providing such services. A copy of the City's standard Network Access
Agreement can be provided upon request.
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14.0 LAWS, REGULATIONS,AND ORDINANCES
The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations;
State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws,
ordinances, and regulations for safety of people, environment, and property. This includes, but is
not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions
such as the Environmental Protection Agency (EPA), Occupational Safety and Health
Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the
event any law, regulation or ordinance becomes effective after the start of this Agreement, the
Contractor is required to comply with new policy. Any mandates requiring the City to comply with
new guidelines will also require the Contractor to comply.
15.0 IMMIGRATION NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (1-9).
Upon request by City, Contractor shall provide City with copies of all 1-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Contractor
shall adhere to all Federal and State laws as well as establish appropriate procedures and
controls so that no services will be performed by any Contractor employee who Is not legally
eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES,
SUBCONTRACTORS,AGENTS, OR LICENSEES.City, upon written notice to Contractor,shall
have the right to Immediately terminate this Agreement for violations of this provision by
Contractor.
16.0 HEALTH,SAFETY.AND ENVIRONMENTAL REQUIREMENTS
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Services, products, materials, and supplies Provided by the Contractor must meet or exceed all
applicable health,safety, and the environmental laws,requirements, and standards. In addition,
Contractor agrees to obtain and pay, at its own expense, for all licenses, permits, certificates,
and inspections necessary to provide the products or to perform the services hereunder.
Contractor shall indemnify City from any penaltles or liabilities due to violations of this
provision. City shall have the right to Immediately terminate this Agreement for violations of this
provision byContractor.
17.0 RIGHT TO AUDIT
Contractor agrees that the City, or City's authorized representative, shall, until the expiration
of three (3) years after final payment under this contract, and at no additional cost to City,
have access to and the right to examine and copy any directly pertinent books,computer disks,
digital files, documents, papers and records of the Contractor involving transactions relating to
this contract, Including any and all records maintained pursuant to Section 31 of this Agreement.
Contractor agrees that the City shall have access, during normal working hours, to all
necessary Contractor facilities, and shall be provided adequate and appropriate workspace, in
order to conduct audits in compliance with the provisions of this section. City shall pay
Contractor for reasonable costs of any copying in accordance with the standards set forth in the
Texas Administrative Code. The City shall give Contractor reasonable advance written notice
of intended audits, but no less than ten (10)business days.
18.0 DISH 113 LITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Contractor warrants that It and any and all of its subcontractors will not unlawfully discriminate
on the basis of disability to the provision of services to general public, nor in the availability,
terms and/or conditions of employment for applicants for employment with, or employees of
Contractor or any of Its subcontractors. Contractor warrants it will fully comply with ADA's
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provisions and any other applicable federal, state and local laws concerning disability and will
defend, indemnify and hold City harmless against any claims or allegations asserted by third
parties or subcontractors against City arising out of Contractor's and/or its subcontractor's
alleged failure to comply with the above-referenced laws concerning disability discrimination in
the performance of this agreement. j
19.0 TIME TO CURE/DISPUTE RESOLUTION,
19.1 If either City or Contractor has a claim, dispute, or other matter in question for breach of
duty, obligations, services rendered or any warranty that arises under this Agreement, the
parties shall first provide a reasonable time to cure and then attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing
as soon as practicable after discovering the claim,dispute, or breach. The notice shall state the
nature of the dispute and list the party's specific reasons for such dispute. Within ten (10)
business days of receipt of the notice, both parties shall make a good faith effort, either through
email, mail, phone conference, in person meetings, or other reasonable means to cure, resolve
any claim, dispute, breach or other matter in question that may arise out of,or in connection with
this Agreement, If the parties fall to cure or resolve the dispute within sixty (60)days of the date
of receipt of the notice of the dispute, then the parties may submit the matter to non-binding
mediation upon written consent of authorized representatives of both parties in accordance with
the Industry Arbitration Rules of the American Arbitration Association or other applicable rules
governing mediation then in effect. If the parties cannot resolve the dispute through mediation,
then either party shall have the right to exercise any and all remedies available under law i
regarding the dispute.
19.2 A written notice to cure may be prepared giving the Contractor 14 calendar days to cure
any deficiency.
19.3 In the event the Contractor continues with unsatisfactory performance, the department
will promptly notify the appropriate Department Head who may take appropriate action to cure
the performance problem(s).
19.4 All costs to cure incurred by the City shall be paid by Contractor within 30 days of
Contractor's receipt of notice of same.
19.6 The Contractor will be paid only those sums due and owing under the agreement for
services satisfactorily rendered, subject to offset for damages and other amounts which are, or
which may become,due and owing to the City.
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PART-IV
ATTACHMENTS
A-d
(Behind this cover sheet are Attachments A-D)
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ATTACHMENT -A
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CONFLICT OF INTEREST DISCLOSURE REQUIREMENT i
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 I
person's affiliation or business relationship that might cause a conflict of Interest with the local i
governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later
than seven days after the date the person begins contract discussions or negotiations with the 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 flied in conformance with i
Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at http:/Iwww.ethics.state.tx.us/forms/CIQ.pdf.
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If you have any questions about compliance, please consult your own legal counsel. Compliance is the
individual responsibility of each person or agent of a person who is subject to the filing requirement. An
offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest In any business relationship that you might
have with the City, state Contractor name In the # 1, use NIA in each of the areas on the form.
However,a signature is required in the#4 box in all cases.
(form follows)
FORM 1295—Under the Texas Government Code, Ch. 2262.908, a contractor doing business with
the City of Fort Worth with an Initial contract value which requires city council approval will,
unless otherwise exempted,be required to submit a Form 1295.See Part II,Sec.9A.
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business wills local govertimontal entity
)his questionnaire reflects chnngos mnde to tho luw by H.B. 23,841h Leg_, Reileilar Session, OFFiCEUSEONLY
ThIs quesllDnnaire is taeill of!led in arcordanaewith Chapter 116,Local Govortiwont Coda, Gate Rr;&"
by avendorwho has a business rolationship as doll rledby Soclion 1 l6.001(1-A)wlth a local
governmental entity and the vendor meets requirernenta under Sooflon 176,006(a).
By jaw this quosliounuhe must ba flfedwilh the records administralol-of Vialocal governmental
entity not later thin the 7th business day ditcir tho dato tiro vondor become,s aware of facts
11hal roquiro tho statatnant to be,filed. qpe Spetinn l lt,,Ut}B(a 1),Local Govornmont Codo.
A vendor comnli19 an offenso if Itto vondor knowfrtgly violates Section 176.006, 1 orml
Govarnment Cocle-An offense under this section Is it misdemeanor,
1 Name ofvenctorwho has abuslnossrelaltonsliipwithfo cap governmental ontlty.
2 Chock this box ifyou are fflingan updare too prevlously filed quastfonnalro.
('rho law requires that you file an updalod completed questionnaire witio the Rppropriale filing sulhodly not
later thin the 7ttl husfrtesy day Rflrtr the dalo on which you becarno aware!hat rho originally filed questionnaire was
Incon:plolo or Inaccurato-)
Name of local gaVorantetat officer abotltWholll tile IflPrinallon In this section Is betng dlsclosod.
JVIA-
Nahis ol Officer
I We aaclinn(item q Including stthimils A, B, G, &D) must bo comp:otod for each officer with wham the vendor has aq
employment or other business relavanship as definod by Soclion 178.001(1-a),Local Goverrunertt Code. Attach addilional
pages to this Form CIO as necessary,
A. Is the local gwomment offic ur named In this xeclion terelving or likely to rem eive taxable income,other than invostmont
income,from the vondor?
F7 Yes M VJo
B. is the vendor rece6rlaag or likely to reretve 1exRblo Income,other than Investment fncomo,from or at the direction of lho local
government officer named in this section ANG the taxable Income is not roceived from t G boat governmental entity?
Yes �o
C. Is the Flat of this quesllonnalre employed by a corporEatio a or other husinesR entity with respect to which tho local
govemment officer serves as an officer or director,or holds an ownership Interest of nne percent or more?
Yes No
D. Descrlba each employment or husiness and family relationship with the local government atftcer named in This section.
r -
8ignatuia cf vendor do's usrnors with tits govommanial entity mate
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naoplod e11/201b
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Pw Sole Source T&C Issued April,2019
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ATTACHMENT - B
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CONTRACTOR'S CONTACT INFORMATION
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Bidder's Name: �1. t- f
Bidder's Local A dress: e- ' bA C S dGa d
Phone:_ 91-T -�S .3 6 Fax;
Email: 4� �oaetl�S c S dt� rS , y
Name of person assigned specifically for this AgTIV`4H
ment;
Namelfitle "� QS' '� }/ !3 /'i Q��•r`
Phone: (1 Fax:
Email; La cs�Ca } tr_S t &.-�5±., !S , Calf\
Name of persons for renewal information and/or bilAng questions:
Narne/Title A tb _ h 5'icu Sale S
Phone; 1 1 ,� �-- t Fax,.
Email: 1 V s ke t o t� dL�`)S (y1
Name/Titl I '} pa)pa)4e rs d f1 00ce
Phone: .. $) `� -D F9 kFax;
Email:_ ck C-, 4) tiE'C . C6 W1
gnatur Printed Name Date
SOLE SOURCE-GK Techstar,LLC Page 16 of 20
PW Sole Source T&C Issued Aprl,2019
,
ATTACHMENT—C
INSURANCE
(Behind this page are the City's standard Insurance requirements)
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SOLE SOURCE—GK Techstar,LLC Page 18 of 20
PW Sole Source T&C Issued April,2019
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EXHIBIT
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CITY OF FORT WORTH
STANDARD INSURANCE REQUIREMENTS
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(1) INSURANCE LIMITS
a. Commercial General Liability — Insured shall maintain commercial general
liability(CGL)and, If necessary, commercial umbrella insurance as follows:
$1,000,000 each occurrence
$2,000,000 aggregate
If such Commercial General Liability insurance contains a general aggregate
limit, it shall apply separately to this Project or location..
€. City shall be Included as an additional insured with all rights of defense
under the CGL, using ISO additional insured endorsement or a
substitute providing equivalent coverage, and under the commercial ;
umbrella, if any. This insurance shall apply as primary insurance with
respect to any other insurance or self-insurance programs afforded to
City.The Commercial General Liability Insurance policy shall have no
exclusions or endorsements that would alter or nullify:
premises/operations, products/completed operations, contractual,
personal injury, or advertising injury, which are normally contained
within the policy, unless City specifically approves such exclusions in
writing.
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ii. Insured waives all rights against City and its agents,officers,directors
and employees for recovery of damages to the extent these damages
are covered by the commercial general liability or commercial umbrella
liability insurance maintained in accordance with Agreement.
b. Business Auto — Insured shall maintain business auto liability and, if
necessary, commercial umbrella liability insurance as follows:
$1,000,000 each accident(or reasonably equivalent limits
of coverage if written on a split limits basis).
Such insurance shall cover liability arising out of"any auto", including owned,
hired, and non-owned autos, when said vehicle is used in the course of the
Project. If Insured owns no vehicles, coverage for hired or non-owned is
acceptable.
Insured waives all rights against City and Its agents,officers,directors and
employees for recovery of damages to the extent these damages are
covered by the business auto liability or commercial umbrella liability
insurance obtained by Insured pursuant to this Agreement or under any
applicable auto physical damage coverage.
c. Workers'Compensation—Insured shall maintain workers compensation and
employers liability insurance and, if necessary, commercial umbrella liability
CFW Standard Insurance Requirements Page 1 of 3
Rev.10.03.18
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insurance as follows:
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Coverage A: statutory limits
Coverage B: $100,000 each accident
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$500,000 disease-policy limit j
$100,000 disease-each employee
Insured waives all rights against City and its agents,officers,directors and
employees for recovery of damages to the extent these damages are
covered by workers compensation and employer's liability or commercial
umbrella insurance obtained by Engineer pursuant to this Agreement.
d. Professional Liability (Errors & Omissions) -- If appropriate, Insured shall
maintain professional liability insurance as follows:
$1,000,000- Each Claim Limit
$2,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to
the Commercial General Liability policy, or a separate policy specific to
Professional E&O. Either Is acceptable if coverage meets all other
requirements.Coverage shall be claims-made,and maintained for the duration
of the contractual agreement and for three (3) years following completion of
services provided.The policy shall contain a retroactive date prior or equal to the
Effective Date of the Agreement or the first date of services to be performed,
whichever is earlier.An annual certificate of insurance shall be submitted to City
to evidence coverage.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that Insured has obtained all required
Insurance shall be attached to Agreement concurrent with Its execution.Any
failure to attach the required insurance documentation hereto shall not
constitute a waiver of the insurance requirements:
b. Applicable policies shall be endorsed to name City as an Additional Insured
thereon, subject to any defense provided by the policy, as its interests may
appear. The term City shall include its employees, officers, officials, and
agents as respects the contracted services. Applicable policies shall each be
endorsed with a waiver of subrogation in favor of City with respect to the
Project.
c. Certificate(s) of insurance shall document that insurance coverage limits
specified in this Agreement are provided under applicable policies
documented thereon. Insured's insurance policy(s) shall be endorsed to
provide that said insurance is primary protection and any self-funded or
commercial coverage maintained by City shall not be called upon to
contribute to loss recovery. Insured's liability shall not be limited to the
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CFW Standard Insurance Requirements Page 2 of 3
Rev. 10.03.18
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specified amounts of Insurance required herein.
d. Other than worker's compensation insurance, in lieu of traditional
Insurance, City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups. City must
approve in writing any alternative coverage for it to be accepted. 1
e. A minimum of thirty (30) days' notice of cancellation or material change in
coverage shall be provided to City. A ten(10)days'notice shall he acceptable
in the event of non-payment of premium. j
f. Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A:VII or equivalent measure of financial strength
and solvency.
g. Any deductible or self-insured retention in excess of $25,000 that would
change or alter the requirements herein is subject to approval in writing by
City, if coverage is not provided on a first-dollar basis. City, at its sole
discretion,may consent to alternative coverage maintained through insurance
pools or risk retention groups.Dedicated financial resources or letters of credit
may also be acceptable to City.
h. In the course of the Agreement, Insured shall report, in a timely manner, to
City's Contract Compliance Manager any known loss or occurrence which
could give rise to a liability claim or lawsuit or which could result in a
property loss.
i. City shall be entitled, upon its request and without incurring expense, to
review Insured's Insurance policies including endorsements thereto and, at
City's discretion, Insured may be required to provide proof of insurance
premium payments.
j. Lines of coverage,other than Professional Liability, underwritten on a claims-
made basis,shall contain a retroactive date coincident with or prior to the date
of this Agreement. The certificate of Insurance shall state both the retroactive
date and that the coverage Is claims-made.
k. Coverages,whether written on an occurrence or claims-made basis,shall be
maintained without interruption nor restrictive modification or changes from
date of commencement of the Project until final payment and termination of
any coverage required to be maintained after final payments.
1. City shall not be responsible for the direct payment of any insurance
premiums required by Agreement.
m. Subcontractors of Insured shall be required by Insured to maintain the same
or reasonably equivalent insurance coverage as required for Insured. Upon
City's request, Insured shall provide City with documentation thereof.
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CFW Standard Insurance Requirements Page 3 of 3
Rev.10.03.18
ATTACHMENT B
CONTRACTOR'S RESPONSE TO CITY'S SOLE
SOURCE SOLICITATION
(Inserted behind this page)
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SOLE SOURCE—GK Techslar,LLC Page 9 of 90
Contractor Services Agreement
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QUOTATION
Page: 1
A
Quotation For:
City Of Fort Worth Water Quotation#: 2321637
Revision#: 01
Arlington TX Date: 05/23/19
Ph: (817) 392-4906 Fx:
Attn: Damein Brocato E-Mail: Damein.Brocato®fortworthtexas.gov
Ref: MSA Spare Parts
FOB: Shipping Point
Please Address Order To: Delivery: TBD
Salesman: Greg Scoggins
GK TECHSTAR Validity: 30 Days
802 WEST 13TH STREET Terms: Net 30 Days
DEER PARK TX 77536
If you have any questions please contact our office at (866) 542-0205.
It9ri1 {sty '� Parb �leseptx�- $Tn34 Pre Total price
1 5 10089364 83.00 415.00
Remote housing PCB
2 2 A-ULTX-SENS-70-6-0 625.00 1,250.00
Spare Sensor, UltimaX Series
70 = Sulfur Dioxide 0-25PPM
6 = GP SS
0 = No Custom Features
3 1 10045269 615.00 615.00
Body Assembly GP 316 SS NPT
Quote Total: 2,280.00
Techstar is pleased to provide you with this quotation in conjunction with
Mine Safety Appliances Company; MSA Terms and Conditions shall apply unless
otherwise mutually agreed in writing.
If you are in need of assistance please contact our Sales team:
Phone: (866) 42-0205
By:
a een or Gre Goggins
QUOTATION
Page: 1
Quotation For:
City Of Fort Worth Water Quotation#: 2317023
Revision#:
Arlington TX Date: 02/01/19
Ph: (817) 392-4906 Fx:
Attn: Damein Brocato E-Mail: Damein.Brocato@fortworthtexas.gov
Ref: MSA Sensor Exchange Program
FOB: Cranberry Township
Please Address Order To: Delivery: 4 Weeks (Standard)
Salesman: Greg Scoggins
MSA Safety Sales, LLC Validity: 30 Days
C/O GK TECHSTAR Terms: Net 30 Days WAC
802 WEST 13TH STREET
DEER PARK TX 77536
If you have any questions please contact our office at (866) 542-0205.
:Tnt Pr cA
1 20 A-ULTX-SENS-31-1-0 195.00 3,900.00
Spare Sensor, UltimaX Series
31 = Combust 0-100% LEL - Natural Gas & H2
1 = 316 SS (All models except IR)
0 = No Custom Features
2 EXCHANGES PER YEAR
10 Sensors per shipment
2 12 A-ULTX-SENS-28-8-0 195.00 2,340.00
Spare Sensor, UltimaX Series
28 = Chlorine 0-10PPM
8 = XP Europe - for intrinsic safe barrier
0 = No Custom Features
2 EXCHANGES PER YEAR
6 Sensors per shipment
3 10 A-ULTX-SENS-70-6-0 195.00 1,950.00
Spare Sensor, UltimaX Series
70 = Sulfur Dioxide 0-25PPM
6 = GP SS
0 = No Custom Features
2 EXCHANGES PER YEAR
5 Sensors per shipment
4 8 A-ULTX-SENS-16-1-0 195.00 1,560.00
Spare Sensor, UltimaX Series
16 = Hydrogen Sulfide 0-50PPM
1 = 316 SS (All models except IR)
0 No Custom Features
2 EXCHANGES PER YEAR
4 Sensors per shipment
5 1 MISCELLANEOUS 250.00 250.00
************** CONTINUED ON PAGE 2 ***************
QUOTATION
a , Page: 2
Z Ch
Quotation#: 2317023
Revision#:
Date: 02/01/19
Ur► Total:Price=
Quote Total: 10,000.00
Techstar is pleased to provide you with this quotation in conjunction with
Mine Safety Appliances Company; MSA Terms and Conditions shall apply unless
otherwise mutually agreed in writing.
If you are in need of field service or start-up assistance please contact
Heather Barnett for a quotation and/or scheduling at the following:
Phone: 866-542-0205 Email:hbarnettotechstaris.com
Ov
By. / ZARAr
atian een tor Greg Scoggins
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ATTACHMENT C
VE,RIFICATION Or SIGNATURE, AUTHORITY
(executed copy attached behind this page)
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SOLE SOURCE—GKTechstar,LLC Page 10 of 10
Contractor Services Agreement
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ATTACHMENT D
VERIFICATION OF SIGNATURE AUTHORITY
FORM
Cuuh'aeli�r:
Addirag:
City,slate,zip:
Fxccution of this Signature Wrification Form ("Foam") hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment
or change order on behalf of Contractor. Such binding authority has been granted by proper order,
resolution,ordinauce or other authorization of Contractor,City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Norm within ten (10) business days if there are any changes to the
signatory authority, City is cntilled to rely on any current executed Form until it receives a revised Form
that has been properly cxeculed by Contractor.
1. Name:,P>hurD )?1f4-t-k`
Position: VP
. Signauuet: __
2. Name:
Position:
Signatuuo
3. Name:
Position:
Signature
Nam:
Signature of President/CEO
Othor`fide:
Date:
SOLE SOURCE—GK Techastar,LLC Page 20 of 20
RW Sole Source T&C Issued Aprl,2019