Loading...
HomeMy WebLinkAboutContract 54179 RECEIVED FORT WORTH, JUL 2 3 2020 CITY OE PORT WORTH CITY SECRETARY City Secretary Contract No. VENDOR SERVICES AGREEMENT 54179 SharpLogixx,LLC This VENDOR SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation and SharpLogixx,LLC("Vendor"), each individually referred to as a"party"and collectively referred to as the"Parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; 4. Exhibit C—Verification of Signature Authority; 5. Exhibit D-Seller's Sole Source Justification Letter;and 6. Exhibit E- Sole Source Procurement Justification Exhibits A, B, C, D, E which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. Scolle of Services. Vendor shall supply City with a P1417V3X SRV X14170 Extreme 3x: Complete Portable X-RaySystem including 14"xl7"HD Narrow Margin DR Imager, Mil-Grade Controller, Advanced Long Range Wireless Communications,Wired Communications,Accessories,and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty. Exhibit "A" - Scope of Services more specifically describes the Services to be provided hereunder. 1. Term.This Agreement shall begin on the date signed by the Assistant City Manager below("Effective Date") and shall expire a year after ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,for up to(2)Two-year renewal options, at City's sole discretion. 2. 3. C.omnensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions ofthis Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement for Initial Term shall not exceed the amount of Sixty three Thousand and Nine Hundred and Seventy Five Dollars and zero cents ($63,975.00), and the City makes no promise or guarantee of the total amount of work that will assigned to vendor under this Agreement. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified bye_=P +__-� unless City first approves such expenses in writing. OFFiCRAL RECORD MY SECRETARY Vendor Services Agreement—Sharp Logixx,LLC 1P%gWGRTH,7X City Secretary Contract No. 4. Termination, 4.1 Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. IN the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to City inwriting. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. Vendor Services Agreement—Sharp Logixx,LLC Page 2 of 9 City Secretary Contract No. 6. Right to Audit.Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract,or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including,but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement at no additional cost to City.Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor.It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers,agents,servants,employees, Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitledto any employment benefits from City.Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. Liability andIndemnification. 8.1 LIABILITY- VENDOR 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 VENDOR,ITS OFFICERS,AGENTS,SERVANTS OREMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS, AGENTS,SERVANTS OREMPL0YEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent,copyright,trade mark,trade secret,or similar property right Vendor Services Agreement—Sharp Logixx,LLC Page 3 of 9 City Secretary ContractNo. arising from City's use of the software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation.So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor 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 City's interest, and City agrees to cooperate with Vendor 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 City for infringement arising under this Agreement, 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, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation 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,Vendor shall,at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the software and/or documentation; or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City;or(d)if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City underlaw. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance.Vendor shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits Vendor Services Agreement—Sharp Logixx,LLC Page 4 of 9 City Secretary ContractNo. (a) Commercial GeneralLiability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limitbasis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident; each accident/occurrence $100,000- Bodily Injury by disease; eachemployee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor ofCity. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shallbe Vendor Services Agreement—Sharp Logixx,LLC Page 5 of 9 City Secretary ContractNo. acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management isrequired. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Comgliance with Laws. Ordinances. Rules and Regulations.Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROMSUCHCLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Sh4MLogixx,LLC Attn: Valerie Washington, Attn: Robin Pfaff Assistant City Manager 200 rpfa�,sharplo ig xx.co Texas Street _m Fort Worth,TX 76102-6314 340 North Broadway, Facsimile: (817)392-8654 Suite 355 Green Bay,WI 54303 With copy to Fort Worth City Attorney's Office at FiresalesAhoweandho same address we.com Facsimile: Vendor Services Agreement—Sharp Logixx,LLC Page 6 of 9 City Secretary Contract No. 14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue.This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity,is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SeverabiliU. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. Headings not controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of thisAgreement. 21. Review of Counsel.The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. Amendments/Modifications/Extensions.No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of eachparty. 23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest,as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Vendor Services Agreement— Page 7 of 10 City Secretary Contract No. 24. Countergarts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Warranty of Product. Vendor shall not limit or exclude any express or implied warranties and any attempt to do so shall render this agreement voidable at the option of the City. 27. Immigration Nationality Act.Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement.Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision byVendor. 28. Ownershin of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further,City shall be the sole and exclusive owner of all copyright,patents,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part ofCity. 29. Signature Authority.The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Vendor Services Agreement— Page 8 of 10 City Secretary Contract No. 30. Change in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 31. No Boycott of Israel.If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor 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,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement—Sharp Logixx,LLC Page 9 of 10 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this By:Valerie Washington(Jul 22,2020 10:49 CDT) contract,including ensuring all performance and reporting requirements. Name: Valerie Washin on Title: Assistant City Manager Jul 22 2020 QAA-1 Date: By:James W Horton(Ju 117,202011:49 CDT) Name: James Horton APPROVAL RECOMMENDED: Title: Fire Lieutenant APPROVED AS TO FORM AND LEGALITY: FOR }� 4" b Cli�rftodl�e�,iffdml'� may, � • •.�r.•. '�;� ••'vtr�, By:Christopher Astria(Ju121,202011:05 CDT) ATTEST: p C3; o Name: Christopher Austria 3„ Title: Assistant City Attomey .�� CONTRACT AUTHORIZATION: y: M&C: 24089-03-2020(March 19,2020)and B Name: Mary J.Kayser 24161-04-2020(April 7, 2020) Title: City Secretary 1295: 2020-642543 VENDOR: ATTEST: By: Robin A.Pfaff(Jul 16,2020&CZW By. NameRobin A. Pfaff Name: Title: President/COO Title: Date: iu!162-020 ®FFiCIAL RECORD CITY SECRETARY Vendor Services Agreement—Sharp Logixx,LLC FiTagWORIM,TX EXHIBIT A SCOPE OF WORK 1 1 P1417V3X SRV X1417®Extreme 3x:Complete Portable X-Ray System including 14"x17 HD Narrow Margin DR Imager, Mil-Grade Controller,Advanced Long Range Wireless Communications,Wired Communications,Accessories, and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty Notes: Berry Compliance=Yes All Components are Country of Origin = USA Lead time=8-12 weeks Terms=Net30 Shipping included CONUS only Purchase Order should be sent EXHIBIT B PRICE SCHEDULE Quote #QT0010473 5/6/2020 Prepared by SharpLogLrc,LLC _ #Srrlart �°RayVisior Always in the Clear For Expires: 6/30/2020 E. J. Fishman Fire Operation Administration 505 W. Felix Street Fort Worth TX 76115 (817)392- 6850 Edward.Fishman@FortWorthTexas.gov If you have questions regarding this quotation, contact: Joel Riling i VP, Government Programs i (817)845-3463 i loel.riling(&-smartravvision.com Thank you for your business! Quantity Part# Item Rate Amount 1 P1417V3X SRV X1417®Extreme 3x:Complete Portable X-Ray $63,975.00 $63,975.00 System including 14"x17" HD Narrow Margin DR Imager, Mil-Grade Controller,Advanced Long Range Wireless Communications,Wired Communications,Accessories,and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty Subtotal $63,975.00 U.S.Ground Shipping Included Notes: Berry Compliance=Yes All Components are Country of Origin = USA Lead time=8-12 weeks Terms=Net30 Shipping included CONUS only Purchase Order should be sent to: SharpLogixx, LLC Attn: Robin Pfaff rpfaff@sharplogixx.co m 340 North Broadway, Suite 355 Green Bay,WI 5430 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY ADDRESS 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 3. Name: Position: Signature Name: Robin A.Pfaff(Jul 16,2020 JoCo Signature of President/CEO Other Title: President / C00 Date: Jul 16,2020 Exhibit D Seller's Sole Source Justification Letter SmartRayVision January 1, 2019 To whom it may concern: This letter has been written to confirm that SmartRayVision X-Ray system is a sole source product. The hardware kit and application software is sold and distributed exclusively by SharpLogixx, LLC. SharpLogixx, LLC maintains all copyright privileges for their products and these products must be purchased directly from the company. SharpLogixx,LLC warrants that no other items or products are available for purchase that would serve the same purpose or function and there is only one price for the above-named product. If you desire additional information, please contact me at 817-845-3463, or by e-mail, joelriling( ,smartrg3 vision.com. Sincerely, Joel E. Riling CDR USN Ret. VP Government Programs Cell: 817 845-3463 j oel.riling@,smartrayyision.com 340 North Broadway St.,Suite 355 Green Bay,WI 54303 877-638-3868 FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM This form must be provided when requesting 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: Fire Department Name of Contract Manager: _James Horton Department's Attorney: Christopher Austria Item or Service sought: Smart Ray Vision Digital XRay System Vendor: _Sharplogixx LLC Current Agreement for item/service: Yes No X CSC#: How will this item or service be used: This compact x-ray source and processing system will improve the bomb squad's capability to obtain high quality digital x-ray images of suspected improvised explosive/WMD dispersal devices in a wide range of situations. Additionally, the system will allow the Bomb Squad to more effectively conduct forensic examination of destructive devices, as well as evidence from scenes including: 1. Screen cargo, conveyances, mail, baggage, and people using information-based and physical screening technology and processes. 2. Conduct operations to render safe and dispose of CBRNE hazards in multiple locations and in all environments, consistent with established protocols. 3. Conduct tactical counterterrorism operations in multiple locations and in all environments, consistent with establishedprotocols. 4. Prioritize physical evidence collection and analysis to assist in preventing initial or follow- on terrorist acts. Page 1 of 4 Section 2: Exemption Justification Please indicate which exemption you believe applies to the purchase and provide information to support 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; 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; 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 whIvou believe the exemption agnlies to the purchase. You may also attach documentation to this form. The digital xray system will be used by members of the bomb squad to xray hazardous devices, which pose a public threat, at public and mass gathering events. The unit currently possesses two of these digital xray systems and will use this system to operate additional teams at incidents Page 2 of 4 and events. This xray is compatible with the systems already owned by the bomb squad. The units must be compatible because it is a proprietary system. Components and connections from different manufacturers will not work together. Fire reviewed the market and found that there were no other xray systems that are compatible with our current system. Additionally, no other system offers remote imaging, which is necessary for the work the unit is being purchased to perform. 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?Yes or No Was there anything not included on this form or attached hereto that was relied on in making this determination? Yes or No If yes,please explain: Emails ith FWFD and staff;Vendor Sole Source Letter APPROVED: Taylor Paris Assistant City Attorney 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. 1. 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 determination 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. J1\4-940 (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. Page 4 of 4