HomeMy WebLinkAboutContract 52439 CITY SECRETARY
CONTRACT NO._ 5a�31
P.O. No.
SS No.:SS18-00435181
FORTWORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between ARROW
INTERNATIONAL INC,("Seller")and the City of Fort Worth,("Buyer"),a Texas 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 Terms and Conditions
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; and
6. Exhibit G Seller's Proposal
Exhibits A,B,C,D,E,F and G,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$25,000.00.
The undersigned 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.
Vendor Name:
ArWv Intern " al, Inc.
Authoriz gn
Printed Name:
Dave Price
Title:
Sr. Director, Commercial Operations
Date:
31-May-2019
City of Fort Worth
I OR
Authorized Signa
tj
Printed Name:
Title:
Date:
Sole Source Agreement—SS18-00435181
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IN -\1TNESS WHEREOF,the parties hereto have executed this Agreement in multiples this (X` day
of , 2019.
ACC PTED AND AGREED:
CITY O FORT H:
By:
Valerie Washington
Assistant City Manager
Date: k*(I`6ll.`t
APPROVAL ENDED:
By:
Nff es Davis
Fire Chief
ATTEST:
By:
C.31 %
Mary Ka
City,Secretary
APPROVE AS TO FORM AND LEGALITY:
r
By: n1A11CJ �4,11-1A1
Leann Guzman
Assistant City Attorney
CONTRA T AUTHORIZATION: f A
M&C: NL Date Approved:_ r,.�'U�-
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all perfo ance and reporting requirements.
By:
Ja /alion
earley
B Chief Fire Training
OFFICIAL RECOR®
CITY SECRETARY
FT WORTH,TX
P.O. No.
SS No.: SS18-00435181
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees,vendors and
subvendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Vendor(s), supplier,Vendor(s)or other provider of goods and/or services,
its officers, agents, servants, employees, vendors and subvendors who act on behalf of the
entity under a contract with the City of Fort Worth.
3.0 TERM
3.1 The term of this Agreement will commence upon October 1, 2018 or the last date
that both the Buyer and the Seller have executed this Agreement(the "Effective
Date") and shall expire one year thereafter unless terminated earlier in accordance
with the Provision of this Agreement.
3.2 Buyer shall have the sole right to renew this Agreement for four additional one-year
terms. If Buyer desires to exercise an option to renew,Buyer will notify Seller in
writing of its intention to renew. Compensation to be paid during any option term
shall be the same as is stated in the Initial Tenn, unless agreed to in writing by both
parties.
4.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth(the"City")may be requested by a
member of the public under the Texas Public Information Act_ See TEX. GOV'T CODE
ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a
Seller's proprietary information,the Seller 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 Seller believes that its information may not lawfully be released.If
Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's
information will be released without penalty to the City.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer
of any land,materials, supplies or services, except on behalf of Buyer as an officer or
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)
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6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers,purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or(3). In the case of
emergencies,the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved-
contract number,purchase order number, or release number issued by the Buyer
may result in rejection of delivery,return of goods at the Seller's cost and/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b)Purchaser's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g.,box 1 of 4 boxes; and
(d)Number of the container bearing the packing slip. Seller shall bear the cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any
applicable specifications. Buyer's count or weight shall be final and conclusive on
shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of
lading will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination,Freight Prepaid and Allowed,unless delivery
terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for
transportation costs in the amount specified in Seller's proposals or actual costs,
whichever is lower, if the quoted delivery terms do not include transportation costs;
provided,Buyer shall have the right to designate what method of transportation shall be
used to ship the goods.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
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12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them.
Seller shall be responsible for all charges for the return.to Seller of any goods rejected as
being nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of
lading and the freight waybill,when applicable, should be attached to the invoice.
Seller shall mail or deliver invoices to Buyer's Department and address as set
forth in the block of the purchase order, purchase change order or release order
entitled "Ship to." Payment shall not be made until the above instruments have
been submitted after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices.
The Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 Payment. All payment terms shall be "Net 30 Days"unless otherwise agreed to
in writing. Before the 1st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which
Seller warrants to be no higher than Seller's current prices on orders after the date
of execution of this Agreement-by other municipal customers for products and
services of the kind and specification covered by this agreement for similar
quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for
commission,percentage,brokerage or contingent fee,excepting employees of an
established commercial or selling agency that is maintained by Seller for the
purpose of securing business. For breach or violation of this warranty, Buyer shall
have the right, in addition to any other right or rights arising pursuant to said
purchase(s), to cancel this contract without liability and to deduct from the
contract price such commission percentage,brokerage or contingent fee, or
otherwise to recover the full amount thereof_
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15.0 PRODUCT WARRANTY
Teleflex warrants that its products sold to Buyer pursuant hereto, other than products
which have been reconditioned or repaired for Buyer,will be free from defects in
workmanship and materials from their date of shipment until (i)their expiration date, if
they have an expiration date, or(ii) one (1)year after the date of original purchase, if they
do not have an expiration date,provided they are not used in any application or manner
not specified or recommended by Teleflex in their Instructions For Use or otherwise
misused or abused. Teleflex makes no warranty whatsoever with respect to reprocessed
- or repaired products_ Teleflex's sole liability and obligation to Buyer in the event of a
breach of the foregoing warranty shall be to replace the defective product or products or,
in its discretion,to provide a credit in the amount of the purchase price thereof.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, TELEFLEX NEITHER MAKES,
NOR SHALL HAVE ANY LIABILITY UNDER, ANY WARRANTY,EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR AN INTENDED USE OR PURPOSE.NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,MADE BY ANY
REPRESENTATIVE,AGENT OR EMPLOYEE OF TELEFLEX WHICH IS NOT
SPECIFICALLY SET FORTH HEREIN SHALL BE BINDING UPON TELEFLEX.
All claims for breach of the foregoing express warranty shall be made by Buyer(and no
other party) in writing within thirty(30) days after discovery of the defect. The claim
shall include a returned goods authorization number which may be obtained from
Teleflex prior to assertion of the claim. In addition, the claim must be accompanied by
the return of the defective product or products to the destination specified by Teleflex
within 60 days of Buyer's written claim. Any claim not made in compliance herewith
shall be deemed to have been waived. Products for which a warranty claim is validly
made under this Section 15 hereof shall be returned as specified in this Section 15 and
Teleflex's Return Goods Policy
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act(OSHA)
of 1970, as amended. In the event the product does not conform to OSHA standards,
Buyer may return the product for correction or replacement at Seller's expense. In the
event Seller fails to make appropriate correction within a reasonable time, any correction
made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller
shall refund all monies received for such goods within thirty(30)days after request is
made by Buyer in writing and received by Seller. Notice is considered to have been
received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms
and conditions_ Failure to make such refund shall constitute breach and cause this
contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless
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otherwise agreed, Seller hereby grants to Buyer,a perpetual, irrevocable,non-exclusive,
nontransferable,royalty free license to use the software_ This software is"proprietary"to
Seller, and is licensed and provided to the Buyer for 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 Seller; however Buyer may make copies of the
software expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder,including but not limited to: programs, documentation,software,
analyses, applications,methods,ways, and processes (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.
18.2 SELLER 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.
183 SELLER 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, trade mark, 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
SELLER bears the cost and expense of payment for claims or actions against
the City pursuant to this section 8, SELLER shall have the right to conduct
the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, 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 SELLER 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,
SELLER shall fully participate and cooperate with the City in defense of
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such claim or action. City agrees to give SELLER 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 SELLER'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,
SELLER 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 Deliverable(s)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 SELLER, terminate this Agreement,
and refund all amounts paid to SELLER by the City, subsequent to which
termination City may seek any and all remedies available to City under law.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports,memoranda, letters,ideas,
processes,methods,programs, and manuals that were developed,prepared, conceived,
made or suggested by the Seller for the City pursuant to a Work Order, including all such
developments as are originated or conceived during the term of the Contract and that are
completed or reduced to writing thereafter(the"Work Product") and Seller
acknowledges that such Work Product may be considered"work(s) made for hire"and
will be and remain the exclusive property of the City.To the extent that the Work
Product, under applicable law, may not be considered work(s)made for hire, Seller
hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer,all rights, title and ownership interests,including copyright, which
Seller may have in any Work Product or any tangible media embodying such Work
Product,without the necessity of any further consideration, and Buyer shall be entitled to
obtain and hold in its own name, all Intellectual Property rights in and to the Work
Product. Seller for itself and on behalf of its vendors hereby waives any property interest
in such Work Product.
20.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the
"Network").If Seller requires access,whether onsite or remote,to the City's network to
provide services hereunder,and the Seller is required to utilize the Internet, Intranet,
email, City database, or other network application, Seller 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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21.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any
part of the undelivered portion of this order if Seller breaches any of the terms hereof,
including warranties of Seller. Such right of cancellation is in addition to and not in lieu
of any other remedies,which Buyer may have in law or equity.
22.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in
whole or in part by Buyer,with or without cause, at any time upon the delivery to Seller
of 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. Such right of termination is in addition to and not in lieu
of any other termination rights of Buyer as set forth herein.
23.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment,under
this contract shall be assigned or delegated to another entity without the express written
consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void
and totally ineffective for all purposes unless made in conformity with this paragraph.
Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional
cost to Buyer, all documents, as determined by Buyer,that are reasonable and necessary
to verify Seller's legal status and transfer of rights,interests, or obligations to another
entity. The documents that may be requested include,but are not limited to,Articles of
Incorporation and related amendments, Certificate of Merger,IRS Form W-9 to verify
tax identification number,etc. Buyer reserves the right to withhold all payments to any
entity other than Seller,if Seller is not in compliance with this provision. If Seller fails to
provide necessary information in accordance with this section,Buyer shall not be liable
for any penalties, fees or interest resulting therefrom.
24.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing and is signed by the aggrieved party.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
26.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise,the
Agreement between Buyer and Seller shall consist of these Standard Terms and
Conditions together with any attachments and exhibits. This Agreement is intended by
the parties as a final expression of their agreement and is intended also as a complete and
exclusive statement of the terms of their agreement.No course of prior dealings between
the parties and no usage of trade shall be relevant to supplement or explain any term used
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in this Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in
this Agreement,the definition contained in the UCC shall control. In the event of a
conflict between the contract documents,the order of precedence shall be these Standard
Terms and Conditions, and the Seller's Quote.
27.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or"UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in the state or federal
courts located in Fort Worth, Tarrant County, Texas. This contract shall be governed,
construed and enforced under the laws of the State of Texas.
28.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(s) and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control,the details of its operations hereunder, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents,
employees,vendors and sub-vendors. The doctrine of respondent superior shall not apply
as between Buyer and Seller, its officers, agents, employees, vendors and subvendors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees, vendors and subvendors.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 LIABILITY- SELLER SHALL BE LIABLE,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 SELLER,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
29.2 INDEMNIFICATION- SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY (ALSO
REFERRED TO AS BUYER),ITS OFFICERS,AGENTS, SERVANTS
AND EMPLOYEES,FROM AND AGAINST ANY AND ALL THIRD
PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY
DAMAGE,PERSONAL INJURY,INCLUDING DEATH, TO ANY AND
ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL
PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
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WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS
OR OMISSIONS OF SELLER,ITS OFFICERS, AGENTS,
SUBVENDOR(S)S, SERVANTS OR EMPLOYEES
30.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this agreement, which
agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
31.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract,then Buyer will immediately notify Seller of
such occurrence and this contract shall be terminated on the last day of the fiscal period
for which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which
funds shall have been appropriated and budgeted or are otherwise available.
32.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively
determined to have been delivered three(3)business days following the day such notice
is deposited in the United States mail, in a sealed envelope with sufficient postage
attached, addressed to Purchasing Manager, City of Fort Worth,Purchasing Division, 200
Texas Street, Fort Worth, Texas 76102. Notices to Seller shall be conclusively
determined to have been delivered three (3)business days following the day such notice
is deposited in the United States mail, in a sealed envelope with sufficient postage
attached, addressed to the address given by Seller in its response to Buyer's invitation to
proposals. Or if sent via express courier or hand delivery,notice is considered received
upon delivery.
33.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17,Article
III, Division 3 ("Employment Practices"),of the City Code of the City of Fort Worth
(1986), as amended, and Seller hereby covenants and agrees that Seller, its employees,
officers, agents,vendors or subvendors,have fully complied with all provisions of same
and that no employee,participant, applicant,Vendor(s)or subvendor(s)has been
discriminated against according to the terms of such Ordinance by Seller, its employees,
officers, agents,Vendor(s)or subvendors herein.
34.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration&Nationality Act(INA) which includes
provisions addressing employment eligibility, employment verification, and
nondiscrimination.Vendor shall vezify the identity and employment eligibility of all
employees who perform work under this Agreement. Vendor shall complete the
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Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-9 forms and supporting eligibility documentation for
each employee who performs work under this Agreement. Vendor shall establish
appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Vendor shall provide City
with a certification letter that it has complied with the verification requirements required
by this Agreement.Vendor shall indemnify City from any penalties or liabilities due to
violations of this provision_ City shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
35.0 HEALTH,SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services,products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws,requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses,permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
36.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall,until the
expiration of three (3) years after final payment under this contract, and at no additional
cost to Buyer or Sellerhave access to and the right to examine any directly pertinent
books, digital files, documents,papers and records of the Seller involving transactions
directly related to this contract, including any and all records maintained pursuant to this
Agreement. Seller agrees that the Buyer shall have access,during normal working hours,
to all necessary Seller facilities, and shall be provided adequate and appropriate
workspace, in order to conduct audits in compliance with the provisions of this section_
Buyer shall pay Seller for reasonable costs of any copying in accordance with the
standards set forth in the Texas Administrative Code. The Buyer shall give Seller
reasonable advance written notice of intended audits, but no less than thirty (30)business
days.
37.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990
(ADA), Seller warrants that it and any and all of its subvendors will not unlawfully
discriminate on the basis of disability in 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 Seller or any of its subvendors. Seller warrants it will fully comply
with RDA's provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold Buyer harmless against any claims or
allegations asserted by third parties or subvendors against Buyer arising out of Seller's
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and/or its subvendor's alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreement.
38.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of
duty, obligations, services rendered or any warranty that arises under this Agreement, the
parties shall first attempt to resolve the matter through this dispute resolution process_
The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the 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 resolve any
claim, dispute,breach or other matter in question that may arise out of, or in connection
with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the
date of receipt of the notice of the dispute,then the parties may submit the matter to non-
binding mediation upon written consent of authorized representatives of both parties 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 regarding the dispute.
39.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government
Code,the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract_
The terms"boycott Israel"and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this contract, Seller
certifies that Seller's signature provides written verification to the City that Seller: (1)
does not boycott Israel; and(2) will not boycott Israel during the term of the contract
40.0 OMITTED
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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
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 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://-,-,,NNw.ethics.state.tx.us/forms/CIQ.pd
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 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—SS18-00435181
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CONFLICT OF INTEREST QUESTIONNAIRE FORM C!Q
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by ILE.23,84th Leg,Regular session. OFFlCE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code, Data ar�N�
by a vendorwho has a business relationship as definedby Section 176.001(1-a)with a local
govemmental entity and the vendor meets requirements under Section 175.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental
entity not later than the 7th business day afterthe date the vendor becomes aware of facts
that require the statementto be filed. See Section 175.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 1.76.006,Local
Government Code.An offense under this section is a misdemeanor.
t Name of vendorwho has a business relationship with local govemmeniat entity.
Arrow International, Inc.
2 Check this box it you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or Inaccurate.)
3
Name of local government officer about whom the information in this section Is being disclosed.
N/A
Name of Officer
This section(item 3 including subparts A,B, C,&D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a),Local Government Code. Attach addiflonal
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable incorne,other than investment
income,from the vendor?
F7 Yes No
S_Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
= Yes =No
C. is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director,or holds an ownership interest of one percent or more?
a Yes =No
D.Describe each employment or business and family relationship with the local government officer named In this section.
4
20-May-2019
Signature oT +ng business with the governmental entity Date
Adopted 8M2015
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EXHIBIT C—VENDOR CONTACT INFORMATION
Vendor's Name: Arrow International Inc.
Vendor's Local Address: 3015 Carrington Mill Blvd., Suite 200, Morrisville, NC 27560
Phone: (866) 479-8500 Fax: (866)431-6194
Email: cs(!1,teleflex.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Debbie Self/EMS Territory Manager
Phone: (682) 717-5089 Fax: (8660 431-6194
Email: debbie.self@teleflex.com
Name/Title Customer Service
Phone: (866) 479-8500 Fax: (866) 431-6194
Email: cs@teleflex.com
Name/Title
Phone: Fax:
Email:
61,-,f
Dave Price 20-May-2019
Sign e Printed Name Date
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EXHIBIT D-VERIFICATION OF SIGNATURE AUTHORITY
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor.Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
Signature of President/CEO/Managing Partner
Title: Date
Date:
Sole Source Agreement—SS18-00435181
16 Revised 4.24.19LG
ARROW INTERNATIONAL,INC.
Secretary's-Cerfific?'te
L James I Leyden, the duly elected Secretary of Arrow International, Inc., a
Pennsylvania corpor4tion (the "Corporation7), hereby certify that the following individuals
currently are authorized representatives of the Corporation, each having .authority to sign
-contracts with customers of the Corporation relating to the.sale; lease or other provision of
products, and to sign other legally binding documents related to such contracts, on-'b6half of the
Vascular Division of the Corporation:
Jay White President and General Manager—Vascular
Stew Strong Vice President,Sales—Vascular
Mark Singleton Vice President,Finance—Vascular
Ed Weidner Vice President of.StrategicAccounts,CommerciaYOperations
and Customer Support
Dave Price Senior Director..Commercial Operations
Jake Eiguidzd Vice President and Treiisurer
Effective as of May 4,2015.
ARROW INTERNATIONAL,INC.
,4 'f �- �'
3ares J. Leyden,
B
Secretary
Vhsculer Division
P.O. No.
SS No. :SS18-00435181
Exhibit E-Seller's Sole Source Justification Letter
��eleFlex�
Teleflex
January 1,2017 3015 Carrington hill W&
Morrisville,NC Z7560
USA
Phone: 86&246-6990
Fax 86&604am
teleflexcorn
RE Teleflex-Sole Source for the ARRo1110 EZ W Intraosseous Vascular Access System
Dear valued customer
Thank you for your interest in the ARROW'EZ-10'System,which uses a proprietary patented needle
and power driver technology.Teleflex is the sole manufacturer of these components.There are no
other battery-powered intraosseous products currently available in the global marketplace.
Through our direct sales team,Arrow International,Inc.,a wholly owned subsidiary of Teleflex,
markets,sells and/or services all ARROWO EZ-100 Device customers within the continental United
States and Canada.
Please call our customer service to assist you with any questions or concerns:+1-866-246r6990.
Sincerely,
Scott Schneider
Vice President,Sales
Vascular
Teleflex,Arrow and 1Z-10 are trademarks or registered trademarks orTeleflex Incorporated or its affilkates.
®2016 Teleflex Incorporated_All rights reserved.MC-0D0964 Rev.3
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Exhibit F- Sole Source Procurement Justification
FoRTWORTH,
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 2-23 8 of the City's Ethics Code.
Requesting Department: Fire
Requested by[printed name]: Sh
Signature:
Recommended by[printed name]: Lance Schoea
Department Director
Signature:
Telephone number: 817-392-6825
Date: September 5,2018
Sole Source Procurement Justification
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Justification
1. Describe the prodnct(s) or service(s) your department wishes to purchase—provide vendor name,
manufacturer,model number and/or generic description identifying the item(s)or service(s).
TELEFLEX
3015 Carrington Mill Boulevard
Morrisville,NC 27560
Arrow International,Inc.
9001-VC-005 E7-10 25 AM
15 gauge,sterile,stainless steel needle.. Individually packaged.
Catheter with Luer-lock connection,stylet,and safety cap_
25 min in length to be used with infants and children
9079 VC-005 EZ-10 45 MM
15 gauge sterile,stainless steel needle. Individually packaged.
Catheter with Luer-lock connection,stylet,and safety cap.
45 mm in length to be used with aduhs.
9066-vC-005 E7—StabRizer
Dressing provides secure placement of the EZ-IO intraossv=vascular access needle,preventing potential dislodgement
due to accidental impact on the needle or other external factors.It can be placed regardless of location and is recommended
for use with all EZ IO i itraosseous vascular access needle placements
2. Purpose—provide a brief description of why the product(s)or service(s)is required.
F-Z-10 needles are used to administer medication and fluids via intraosseous vascular access in emergent or
medically necessary situations. The FWFD uses EZ 10 needles to be m protocol with MedStar Ambulatory
services. Fire Department releases patients to MedStar for transport to area hospitals after initial treatment.
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.)
An internet search was done and the Purchase Department put the request out for bid with no response from any
vendors.
Sole Source Procurement Justification
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4. Justification:
a. Identify the reason(s)why other vendors,products, or services competing in this market do not
meet the CiVs 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.
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 service(s) from this
vendor?
If the City does not purchase the Arrbw EZ-IO brand products,the Fire Dept EMS will not be in proto6ol with
MedStar Ambulance Service. Which could result in problems with treating patients as they are being
transported to area hospitals.
Purchasing Division Comments:
Solc Source Procmement Justficaion
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-e- /S
GZ-149 ,n 2
Buyer/Senior .Buyer/Supervisor. ^ � -�� Date: ml / wIl
Approval
PURCHASING DIVISION: /
Sole Source Procurement approved: ✓ Yes No
Signature of Purchasing Division Manage r:
Printed Name: F1 ry GC1�G(ti
Date:
Sole Source Procurement Justification
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Exhibit G-SelIer's Proposal
Customer# 10762D0 Created Dale July 31,2018
Quote#. 0107712 125g)ratiorc October29,2018
Attn Sherri Rauch Prepared By Dabble Self
Phone (817)9983498 Phone 682-717-5069
Email sherri.hauch@atyofforWorth.org Email debbie.se 6ele6exaom
Bill To Name Fort Worth Fire Department Ship To Name Fort Worth Fee Department
$06 West Felbc 505 West Fera
MI To Fort Worth,TX 761153405 Ship To Fort Mr&L.TX 761 1 5-34 05
US US
Product Code Product Description r Price
9007 VC•005 LZ40 26MM NEEDLE(BOX OF 5) 3 USD 550,00 5 USD 110.00 USD 1650.00
9079-VC-005 tZ40 45MM NEEDLE(BOX OF 5) 3 USD 550.00 5 USD 110.0D. USD 1650.00
9066-VC-005 E7-STABILIZER(BOX OF 5) 1 USD 50.00 5 USD 10.00 USD 50.00
Subtotal(USD);$3,35D.00
—Grand Total(USD):$3.350.00
Payment Remittance Address: WlreTranferRwmittance: Overnight Remittance Address:
Arrow International,Inc Wells Fargo Banc NA Wells Fargo Lodcbox Services
Po Box 60519 420 Montgomery Street AroW International,Inc.
Charotte,NC 28260-0519 San Fmndsco,CA 94104 Lochbox 605t9
Account No.200004098&%2 1525 YJest W-T.Harris Blvd-2C2
RouWABA No.121D00245 Charlotte,NC26262
SWIFT Code:WFBIUSSS
Thank you for 6te opportunity to quote Taleflex products.To place your order please caq 668-246-6990 or email cs@Weflexcom
—Unless SWppbv and Tax costs are specified,they are not trrduded in the Grand TotaL
Teleflex,Arrow,E740,LMA,Hudson RCI and Rusch are I:ademarks or registered trademarks of Teleftex Incorporated or ift affiliate-
®2014 Teiettex krcorporated.All rights reserved.MC-=219
Page 1&1
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