HomeMy WebLinkAboutContract 53543 10
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CITY OF FORT WORTH
sl SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between True Canine
International ("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—Seller's Quote
4. Exhibit C—Seller's Sole Source Justification Letter;
5. Exhibit D—Sole Source Procurement Justification; and
6. Exhibit E—Conflict of Interest Questionnaire.
Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.
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.
[signature page follows]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acktiowl edge that I am the
person responsible for the monitoring and
administration of this contract, including
By:ValerieWashington(Feb 1%202A) ensuring all performance and reporting
Name: Valerie Washington requirements,
Title: Assistant City Manager
APPROVAL RECOMMENDED:
By:Sames 4 0
Namc: .lames Horton
J61NAf M///f Title: Fire Lt.
By;James Davis(Feb 17,2020)
Name: Eames Davis APPROVED AS TO FORM AND
Title: Chief of Fire LEGALITY:
ATTEST:
ChtonherAustriA
�'�'' ris ChnsbaQhe .aria Fe 17.20201_
Name: Christopher Austria
y' 7 _ys ( _� Title: Assistant City Attorney
B Ma J a er Feb 19 20 ••
Name: Mary J. Kaysc
Title: City Secrcta c) • CONTRACT AUTHORIZATION:* MSC: None required
r. Date Approved:
�)(/�S Form Certification No.: N/A
True Canine International
1550 Bray Central Dr.
McKinney. Texas 75061)
Name:
Title: ), s • ct -�
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
EXHIBIT A
TERMS AND CONDITIONS
CITY OF FORT WORTH,TEXAS
STANDARD PURCHASING TERMS A.NDCONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, Sellers and
subSellers who act on behalf of various City departments,bodies oragencies.
2.0 DEFINITION OF SElldteyR
. r.
The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services,
its officers, agents, servants, employees, Sellers and subSellers who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0
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. I€Seller does not make arguments or
the AG rejects the arguments Seller makes, Seller's information will be released without penalty
to the City.
4.0
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 Port Worth Charter)
5.1 OR12LRS
5.2 No employees of the Buyer or its officers, agents, servants, Sellers or subSellers 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.
5.3 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/ornon-payment.
6.0
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)
Consignee's name, address and purchase order or purchase change order number; (c) Container
number and total number of containers, e.g., box I of 4 boxes; and (d) Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.
Revised July 11,2019
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.
7.0
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.
8.0 TITLE. AND RISK OE I,JM
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.
9.0 DFLIVEHY TERMS AND TRANSPORTATIQNCHARGIRS
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 thegoods.
10.0 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.
11.0 RIGH3: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.
12.1 INVOICES
12.2 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.
12.3 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.
111 PRICE WARRANTY
13.2 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 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 Seller breaches this
warranty, the prices of the items shall be reduced to the prices contained in Seller's
proposals, or in the alternative upon Buyer's option., Buyer shall have the right to cancel
this contract without any liability to Seller for breach or for Seller's actual expense. Such
remedies are in addition to and not in lieu of any other remedies which Buyer may have
Revised duly 11,2019
in law or equity.
13.3 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.
14.0 PRODUCTWASgANTy
Seller 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 Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications,drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications,drawings,and descriptions,Buyer's specifications shall govern.
15.0
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 snake
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.
I 6.0 M&TWARE LiC VjSE TO SELLER
If this purchase is for the license of software products and/or services, and unless 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 backuppurposes.
17.1 y
17.2 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.
17.3 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
Revised July 11,2019
connected with providing the services,or the City's continued use of the
Deliverable(s)hereunder.
17.4 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 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 (e) 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.
18.0 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 shah be entitled to obtain and hold in its own
Revised July 11,2019
name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of
its Sellers hereby waives any property interest in such WorkProduct.
19.0 NETWORK ACCF�S
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 Seiler 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.
20.0
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.
21.0 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.
22.0 AASUGNMENT I 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 resultingtherefrom.
23.0 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 aggrievedparty.
24.0 MODIETCATIONS
This contract can be modified or rescinded only by a written agreement signed by bothparties.
25.0 THE AGRF.F.MENT
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
applicable proposal documents published by the Buyer and Seller's Response to such proposal
Revised July 11,2019
(the "contract documents"). 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 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 small
control. In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, the Buyer's published proposal documents and the
Seller's response. If Buyer and Seller have otherwise negotiated a contract, this Agreement shall
not apply.
26.0 APPLICABLE LAW/VENIZE
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 Fort Worth, Tarrant County, Texas. This contract
shall be governed,construed and enforced under the laws of the State ofTexas.
27.0 INDEPENDENT CONTRAcTOg(S1
Seller shall operate hereunder as an independent Contractor(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, Sellers and sub- Sellers.
The doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers,
agents, employees, Sellers and subSellers. Nothing herein shall be construed as creating a
partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, Sellers
and sub Sellers,
28.1 LIABILITY AND INDEMNIFICATION_
28.2 LIABIL,,iTY .- 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.
28.3 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 CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
SELLER,ITS OFFICERS,AGENTS,SUBCONTRACTOR(S)S,SERVANTSOR
EMPLOYEES.
29.0 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 containedherein.
30.0
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 avail able.
31.0 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.
32.0
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,
Sellers or subSellers, have fully complied with all provisions of same and that no employee,
participant, applicant, Contractor(s)or subContractor(s)has been discriminated against according
to the terms of such Ordinance by Seller, its employees, officers, agents, Contractor(s)or
subSellers herein.
33.0 IMMIGRATIUN NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-
9). Upon request by City, Seller shall provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Seller
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 Seller employee who is not legally eligible to
perform such services. SELLER SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Seller, shall
have the right to immediately terminate this Agreement for violations of this provision bySeller.
Revised August 31,2017
34.0
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 tlus Agreement for violations of this provision by Seller.
35.4
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, have
access to and the right to examine and copy any directly pertinent books, computer disks, digital
files, documents, papers and records of the Seller involving transactions relating to this contract,
including any and all records maintained pursuant to Section 31 of 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 ten (10)
business days.
36.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
wan-ants that it and any and all of its subSellers 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
subSellers. Seller warrants it will fully comply with ADA's provisions and any other applicable
federal, state and local laws concerning disability and will defend, indemnify and hold Buyer
harmlcss against any claims or allegations asserted by third parties or subSellers against Buyer
arising out of Seller's and/or its subSeller's alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreement.
37.0
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 parry'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 parries 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.
Revised August 31,2017
38.0
If Seller has fewer than 10 employees or the Agreement is for less than$100,000,this section 31 does
not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
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 temps "boycott Israel" and "company"
shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code.
By signing this Addendum, Seller certifies that Seller's signature provides written verification to City
that Seller. (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
Revised August 31,2017
EXHIBIT B
PRICE SCHEDULE
Quote Follows
TRUE CANINE INTERNATIONAL, Inc. QUOTE
TRUE CANINE
INTERNATIONAL, INC.
1550 BRAY CENTRAL DR.
MCKINNEY, TX. 75069 QUOTE#19-9-2
c/o: Sales DATE:9-16-19
Ph. 866-699-3647
TO: SHI P TO:
BOMB SQUAD COMMANDER NA
FORT WORTH ARSON & BOMB INVESTIGATIONS UNIT
715 TEXAS ST.
FORT WORTH,TEXAS, USA 76102
COMMENTS OR SPECIAL INSTRUCTIONS:
SALESPERSON P.O. NUMBER REQUISITIONER SHIPPED VIA F.O.B. POINT TERMS
Leos D. pending Due on receipt
QUANTITY DESCRIPTION UNIT PRICE TOTAL
1 TIME "Target In Motion Explosives" Canine (Baccara) $50,000.00 $50,000.00
1 Mission discount for service Canine reassignment ($45,000.00) ($45,000.00)
SUBTOTAL $5,000.00
SALES TAX
SHIPPING & HANDLING
TOTAL DUE $5,000.00
Make all checks payable to: "True Canine International, Inc.".
If you have any questions concerning this Invoice, contact: Leos at 866-699-3647 or LeosD@TrueCanineinti.com.
THANK YOU FOR YOUR BUSINESS!
Results are the Truth - and - Everything else is an Excuse. TM
Texas License C06279501
EXHIBIT C
SOLE SOURCE LETTER
True Canine International, Inc.
1550 Bray Central Drive s McKinney, Texas 75069
866-699-DOGS (3647)
Training for Results
Date: 12 February 2020
Attention: City of Fort Worth
Subject: Explosive Detection Canines for Fort Worth Fire Department
True Canine International, Inc. (TCI) is a privately—owned business with extensive experience
and expertise in canine and handler training, including the training of Target in Motion
explosives canines.
The Director of Training is Mr. Leos Drbohlav an internationally renowned canine trainer and
breeder with extraordinary ability in the training of working canines, canine trainers as well as
the genetics associated with the breeding of working canines for use in military, law enforcement
and border patrol applications. The uniqueness of Mr. Drbohlav's training combines modern
science and the understanding of training, TCI has the resources and experience to provide K9s
and training ranging from basic to the most advanced level
The Company provides elite canine training services to military and law enforcement agencies in
the areas of bomb detection, narcotics detection, cadaver, arson, tracking, search and rescue,
obedience and protection. In addition, the Company is engaged in the sale of placement of
canines to various law enforcement agencies. It currently provides its unique"Target in Motion
Detection(TIMD)" training to Target in Motion Canine units for the City of Fort Worth Fire
Department. The methodology is available only through TCI.
Sincerely,
Keith Clifton, President
True Canine International, Inc.
KAC@TenantTracker.com
Results are the Truth - and - Everything else is an Excuse.
EXHIBIT D
SOLE SOURCE PROCUREMENT
JUSTIFICATON
FORT'WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting rgquesting to make a purchase over$50,000 without following
public bidding requirements
Instructions: Fill out the entire form with detailed information. Once you have completed this
form,provide it to the Purchasing attorney for review. The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible. If you are printing this form to provide to Legal, please do not
provide the Primer portion. Failure to provide sufficient information may result in follow up
questions and cause a delay in the attorney's determination.
Section 1: General Information
Requesting Department: CFW Fire
Name of Contract Manager: Lt.James Horton
Department's Attorney: Matt Murray
Item or Service sought: Replacement K9 for Explosives Detection Dog
Vendor: True Canine International Inc.
Current Agreement for item/service: Yes No X
CSC#:
How will this item or service be used: This K9 asset will maintain and improve our explosive
detection canine team's ability to detect and deter explosives attacks against special (mass
gathering) and dignitary events in our region. This request will address National Preparedness
Goals under Protection- Interdiction, Disruption, Screening, Search and Detection. Specifically
the K9 will be able to help mitigate on-scene hazards and risks to responders and the public, assist
the on-scene incident commander in developing and implementing strategies and tactics to reduce
on-scene risks for responders and the public,be able to recognize special threats, such as terrorists
using exploding secondary devices to harm emergency responders and help follow procedures and
practices for safely searching for these devices and, if found, controlling or removing these types
of threats from the scene.
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Section 2: Exemption Justification
Please indicate which exem tion you believe applies to the purchase and provide information to
su art its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality;
,X a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery, equipment, or
other property;
_X a procurement for personal, professional, or planning services;
a procurement for work that is performed and paid for by the day as the work progresses;
a purchase of land or a right-of-way;
_X a procurement of items that are available from only one source, including:
—a purchase of rare books, papers, and other library materials for a public library;
paving drainage, street widening, and other public improvements, or related matters, if at
least one-third of the cost is to be paid by or through special assessments levied on property that
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction of a public
improvement as provided by Subchapter C, Chapter 212;
personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business & Commerce Code;
(C) by a political subdivision of this state, a state agency of this state, or an entity of the
federal government; or
(D) under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity; or
advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption a lies to the
purchase. You may also attach documentation to this form.
An explosive detection canine is being retired and needs to be replaced. The explosive detection
K9 is a highly trained animal that is available from a limited number of sources because it must be
imprinted(trained to detect) items that are federally controlled substances (explosives). Currently
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the city of Fort Worth has an annual agreement with True Canine International for the ongoing
training and certification of its explosive detection canines (CSC #52737). Because of the
specialized training and certification required for a new explosive detection K9, it is necessary to
purchase the replacement K9 from a sole source that possesses the necessary professional
credentials to train, imprint and certify the next explosive detection K9. The unique nature of the
explosive detection K9 requires them to be of the highest quality to provide the highest level of
protection to the public, visiting dignitaries and the bomb technicians that work with them on a
regular basis. Additionally this vendor provides a proprietary"target in motion detection(TIME)"
to enable the canine to search moving targets (such as a moving person in a crowd). This unique
detection method is available only through True Canine International and is desired by the Fort
Worth Bomb Squad because of the number of special events that members work throughout the
year including Texas Motor Speedway, TCU football games and Dickies Arena events.
Section 3: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? x Yes or No
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes or x No
If yes,please explain:
Page 3 of 4
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney.
I. A procurement made because of a public calamity that requires the immediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve the
property of the municipality. This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents. This is a factual detennination that will be used when the purchase directly
impacts public health and safety. Please note, this is generally a very narrow exception.
3. A procurement: necessary because of unforeseen damage to public machinery,equipment,
or other property. Damage or immediately foreseeable damage that is caused by an unexpected
event. This will generally be used when a natural disaster or unforeseen failure occurs that impacts
other property.
4. A procurement for personal,professional, or planning services;
Professional services are not defined under Chapter 252, so there is no precise definition to
follow. However, the Texas Attorney General has suggested that a professional service
comprehends labor and skill that is 'predominately mental or intellectual, rather than physical or
manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water
Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General
has also opined that"professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special knowledge or
attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized requirements of
that profession and the mental and intellectual skill required by the person while performing the
service. Purchases of goods are not professional services.
5. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining whether a
purchase is of a good or service that is available from one source, you should not consider price
or time to receive the good or service. The information needed to support this exemption, is that
no other provider can provide the service or category of good except for the vendor you are
proposing. Some examples of sole source purchases include service agreements when only one
vendor is authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty, purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
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EXHIBIT E
CONFLICT OF INTEREST
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by N.B. 23. 84th Leg., Regular Session, OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code,by a vendor who
has a business relationship as defined by Section 176,001(1-a) with a local governmental entity and the �13rn necewed
vendor meets requirements tinder Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code
A vendor commits an offense if the vendor knowingly violates Section 176.006. Local Government Code.An
offense under this section is a misdemeanor,
1 Name of vendor who has a business relationship with local governmental entity.
Check this box if 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 is being disclosed.
,4/
Name of Officer
a Describe each employment or other business relationship with the local government officer, or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a ramily member of the officer receiving or likely 10 receive taxable income,
other than investment income, from the vendor?
Yes � No
B, Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
aYes F-I No
Al Describe each employment or business relationship that the vendor named in Section 1 maintains with 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.
s
ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(6), excluding gifts described in Section 176.003(a-1),
7
Signature of vendor doing business with the governmental entity (late
Form provided by Texas Ethics Commission www ethics.state.tx.us Revised 111302015
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.stateAx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code 4 176.001(1-al:"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public;or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to,that agency.
Local Government Code.176.003(a)(2)(A)and LS)•
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
•:r
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government off iceror a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed;or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code 4 176.006(a)and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity,or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection(a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015