HomeMy WebLinkAboutContract 54322 CSC No.54322
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Vendor Agreement ("Agreement") is entered into by and between
B_Ti Breakthrough Innovations, LLC. ("Vendor" or "Seller") and the City of Fort Worth,
("Customer","Buyer"or"Authorized Customer"), a Texas home rule municipal corporation.
The Sole Source Purchase Vendor Agreement includes the following documents which shall be
construed in the order of precedence in which they are listed_
1. This Sole Source Vendor Purchase Agreement;
2. Exhibit A—Terms and Conditions;
3. Exhibit B—Vendor's Quote;
4. Exhibit C—Vendor's Sole Source Justification Letter;
5. Exhibit D--Sole Source Procurement Justification;and
6. Exhibit E—Conflict of Interest Questionnaire.
7. Exhibit F—Vendor Contact Information
8. Exhibit G—Verification of Signature Authority.
The Vendor agrees to the Terms and Conditions which are attached. Exhibits A,B, C,D,E,F,G
which are attached hereto and incorporated herein,are made part ofthis 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 Vendor.
Vendor and Customer have caused this Agreement to be executed by their duly authorized
representatives to be effective as of the date signed below.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 6th day
of August,2020.
(signature page,follows)
Sole Source Purchase Vendor Agrcomcnt OFFICIAL RECORD
BTi Breakthrough Innovations,LLC.
CITY SECRETARY
FT.WORTH, TX
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
rJy i1 responsible for the monitoring and administration
By:
Valerie Washington(Aug 17,202015:37 CDT) of this contract,including ensuring all
Name:Valerie Washington pe:rfarmance and reporting requirements.
Title: Assistant City Manager
Date: Aug 17,2020
Mark Rauscher(Aug 15,2020 2133 C7T)
By:
Approval Recommended: Name:MarkRauscher
Title: Assistant Director Fire
By: J SDavis(Aug15,202022:43EDT) Approved as to Form and Legality:
Name: James Davis
,6,d-pU4aU�
Title: Fire Chief pbF FORrad CGr�rstOdGre� t�ia
° °°O9
Attest: p~° .-10 $Y Christopher Astria(Aug 17,202014:17 CDT)
pro o=c
Name: ChristopherAustria
b TEXASo�p Title: Assistant City Attorney
bpavao
By:
Name: Mary Kayser Contract Authorization:
Title: City Secretary M&C: _NIA—24089-03-
2020 ajkrch 19,2020)and
24161-04-2020 Aril 7
2020)
JLForm 1295 Certification No:NIA
VENDOR:
RTi Breakrough Innovations.LLC. ATTEST:
By: By:
Name: Trent Shroyer Name: i a
Title: President Title: � S �$
Date: 1 r iw _
Sole Source Purchase Vendor Agreement OFFICIAL RECORD
BTi Breakthrough Innovations,LLC.
CITY SECRETARY
FT.WORTH, TX
EXHIBIT _A_
1.0 DF.FINITioN 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 UBL►'i
3.1 The term of this Agreement will commence upon August 1 2020 or the last date
that both the Buyer and the Seller have executed this Agreement(the"Effective
Date")and shall continue in full force and effect until July 31,2021 . (This will be
a maximum of 1 year-follow M&C date or agreed to date),unless terminated
earlier in accordance with the Provision of this Agreement.
3.2 Buyer shall have the sole right to renew this Agreement for 4 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 terns
shall be the same as is stated in the Initial Term,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 Inforrnation Act. See TEX. GOWT 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
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 sate 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
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
Any violation of this section with the knowledge,expressed or implied,of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council.(Chapter XXVII,Section 16,City of Fort Worth Charter)
6.0 gBpERS
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)(I),(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)Consignee's name, address and purchase order or purchase change order
number;(c)Container number and total number of containers, e.g.,box 1 of 4 boxes;and
(d)Number of the container bearing the packing slip. 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_UMER]E5L$YATXON E&=RITED
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 OE 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
Freight terms shall be F.D.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.
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
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.
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 iNYS}3!LES
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 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 forbreach
or for Seller's actual expense. 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 Seiler 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
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
purchases),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.
15.0 PEODUCT WARRANTY
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.
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 LICENSL 10 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 backup purposes.
18.0 WARRANTY AGAINST INFRIINGEAWT.Q.E INTELLECT-UAL 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.
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
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.
18.3 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(c)replace the Deliverable(s)with equally
suitable,compatible,and functionally equivalent non-infringing
Deliverables) at no additional charge to City; or(d)if none of the foregoing
alternatives is reasonably available to SELLER,terminate this Agreement,
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
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 lure"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 Seiler 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.
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 1 DELEGATION
No interest,obligation or right of Seller,including the right to receive payment,under
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LL C.
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 ail 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 3YAiVER
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 parry.
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
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 1 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 Fort Worth,
Tarrant County,Texas.This contract shall be governed,construed and enforced under the
laws of the State of Texas.
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
28.0 INDEPENpINT VENT
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 INDEMNIETCATION,
29.1 11ABiLiTY w 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 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,SUBVENDOR(S)S,SERVANTS OR
EMPLOYEES
30.0 SEVERARILITY
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
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
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
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.
32.4 NQTICES 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 75102. 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.
33.0NON-DISCHIMINATLON
This contract is made and entered into with reference specifically to Chapter 17,Article
Ill,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,V endor(s)or subvendors herein.
34.0 iMMIGRA110N NATIONALITY ACT
City actively supports the Immigration&Nationality Act(INA)which includes
provisions addressing employment eligibility,employment verification,and
nondiscrimination. Vendor shall verify the identity and employment eligibility of all
employees who perform work under this Agreement.Vendor shall complete the
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 1-9 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
Services,products,materials,and supplies provided by the Seiler must meet or exceed all
applicable health,safety,and the environmental laws,requirements,and standards. In
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
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
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 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.
37.0 111sARri_1Z
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 ADA'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
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 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 parties may submit the matter to non-
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
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 PRO UBiTN]N ON CONTRACIMG 3EIH 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 1N5UHANCE REQUIREMENT5
40.1 Seller shall assume all risk and liability for accidents and damages that may occur
to persons or property during the prosecution of work under this Agreement.
Seller shall file with the City of Port Worth Purchasing Division,prior to the
commencement of services,a certificate of insurance documenting the following
required insurance within five(5)calendar days of notification.
40.2 Policies shall have no exclusions by endorsements which nullify the required lines
of coverage,nor decrease the limits of said coverage unless such endorsements
are approved by the City. In the event a contract has been bid or executed and the
exclusions are determined to be unacceptable or the City desires additional
insurance coverage,and the City desires the Vendor to obtain such coverage,the
contract price shall be adjusted by the cost of the premium for such additional
coverage plus 10%.
40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability
Insurance at the following limits:
$100,000 Each Accident
$500,000 Disease—Policy limit
$100,000 Disease—Each Employee This coverage may be written as
follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers'
Compensation Act(Art. 8308— 1.01 et seq.Tex. Rev. Civ. Stat.)and
minimum policy limits for Employers'Liability of
Sole Source Purchase Vendor Agreement
BTi Breakthrough Irmovations,LLC.
$100,000 each accidentloccurrence,
$500,000 bodily injury disease policy limit and
$100,000 per disease per employee.
40.2.2 Commercial General Liability Insurance including Explosion,Collapse,
and Underground Coverage shall be provided as follows:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Coverage shall include but not be limited to the following:
premises/operations,independent vendors,products/completed operations,
personal injury,and contractual liability.Insurance shall be provided on an
occurrence basis,and as comprehensive as the current Insurance Services
Office(ISO)policy.
40.2.3 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on"Any Auto",
defined as autos owned,hired and non-owned.
40.2.4 The Contractor shall furnish the Purchasing Manager,with a certificate of
insurance documenting the required insurance prior to the commencement
of services.
40.2.5 Policies shall be endorsed to provide the City of port Worth a thirty-(30)
day notice of cancellation,material change in coverage,or non-renewal of
coverage.
40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth
as an additional insured,as its interests may appear(ATIMA).
40.3 ADDITIONAL INSURANCE REQUIREMENTS
40.3.1 The City,its officers,employees and servants shall be endorsed as an
additional insured on Vendor's insurance policies excepting employer's
liability insurance coverage under Contractor's workers' compensation
insurance policy.
40.3.2 Certificates of insurance satisfactory to the City and Worker's
Compensation Affidavit must be received before Vendor can begin work.
Failure to supply and maintain such insurance shall be a breach of
contract. Contractor shall provide complete copies of all insurance policies
required by this Agreement.Certificates of insurance must be supplied to:
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
Financial Management Services Department
Attention: Purchasing Division SS-
200 Texas Street(Lower Level)
Fort Worth,Texas 76102
40.3.3 Any failure on part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirements
specified herein. Each insurance policy shall be endorsed to provide the
City a minimum 30 days' notice of cancellation,non-renewal,andlor
material change in policy terms or coverage. A ten(10)day notice shall be
acceptable in the event of non-payment of premium.
40.3.4 Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A:VII or equivalent treasure of financial
strength and solvency.Deductible limits, or self-funded retention limits,
on each policy must not exceed$10,000.00 per occurrence unless
otherwise approved by the City.
40.3.5 Other than worker's compensation insurance, in lieu of traditional
insurance,City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups. The City must
approve in writing any alternative coverage.
40.3.6 Workers'compensation insurance policy(s)covering employees of the
Vendor shall be endorsed with a waiver of subrogation providing rights of
recovery in favor of the City.
40.3.7 City shall not be responsible for the direct payment of insurance premium
costs for Vendor's insurance.
40.3.8 Vendor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial
coverage maintained by City shall not be called upon to contribute to loss
recovery.
40.3.9 While this agreement is in effect,Vendor shall report, in a timely manner,
to the Purchasing Department any known loss occurrence that could give
rise to a liability claim or lawsuit or which could result in a property loss.
40.3.10 Vendor's liability shall not be limited to the specified amounts of
insurance required herein.
Sole Source Purchase Vendor Agreement
BTi Breakthrough Innovations,LLC.
EXHIBIT B
BREAKTHROUGH INNOVATIONS
PO Box 279
Belibrook,OH 45305 US
855 887 7633
inic)@btibuilt.com
www.btibuill.com
ADDRESS SHIP TO Estimate 1247
Matthew Brashear Matthew Brashear
Fort Worth Fire Department Fort Worth Fire Department DATE 07;'2812020
EXPIRATIONDATE •
SHIP VIA SALES REP
Old Dominion Freight Lines Trent Shroyer
ACTIVITY QTY RATE AMOUNT
SETS 1 12,495.00 12,495.00
Sweet Extrication Training System tRed)
Includes: Glass Breakage Simulator, Prybox
Simulator,Airbag,Window Punch, Pry Tool
'Submersible unit with plastic seats
Please contact Trent at(937) 623-8310 0r Email at SUBTOTAL 12,495.00
TrentSC@btibuilt.com with any questions or PO submission. SHIPPING 750.00
Unit to be built as water resistant.Ail components wiil be
built with water resistant materials and parts.
TOTAL11
Accepted By Accepted Date
Implement the Power of Invention
EXH[BIT C
EIrm
BreakThrough
Innovations
To Whom It May Concern:
Please use this letter to justify sole source needs.
Trent Shroyer
President The Sweet Extrication Training System(S.E.T.S.)is a one of a kind training
(937) 10 simulator that allows o classroom-based patient removal and care techniques in
trents@btibbtibu t t w for ilt.cam p q
regards to training for automobile accidents.It uniquely separates in half for
increased mobility and to fit through a standard doorway. The S.E.T.S. can
also be utilized while on its roof or side. The S.E.T.S. simulates the interior of
Po Box 462 a vehicle to exemplify a"real life"experience while training safely in the
5pringboro,Ohio 45065
classroom. This allows training for patient care means,patient stabilization,
www.btibuilt.com patient immobilization,patient removal and patient transport/transfer mechanisms.
The unit has built-in training props including: a pry box,glass breaker box,and
the ability to cut and replace seatbelts,
Breakthrough Innovations/S&S Medical Products is the only manufacturer and
distributor of the Sweet Extrication Training System_The unit is protected under
intellectual property including patents(US 9,916,767 and others)and trademarks that
are solely owned by Breakthrough Innovations.There is no other classroom-based
modular vehicle simulator on the market contains is similar in features,abilities and
dimension.
If you have any further questions,please feel free to contact me at(937) 623-8310.
PBe egards,
rent Sprayer
EXHIBIT D
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
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 to determine whether an exemption to Chapter 252's biding requirements is 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 I: General Information
Requesting Department: FIRE
Name of Contract Manager: Mark Rauscher
Department's Attorney: Christopher Austria„
Item or Service sought:
Goods: S.E.T.S. Sweet Extrication Training System
Service:
Anticipated Amount: $13,245.00 _
Vendor: BTi Breaktrough,Innovations/S&S Medical
Products
Current/Prior Agreement for item/service: Yes No X
CSC or Purchase Order#:
Amount:
Projected M&C Date:
How will this item or service be used? S.E.T.S. vehicle training,simulator will be used for
training of patient care and extraction from automobile accidents. The unit can he fully
submersed in the dive pool for under water rescues or taken apart to be used in a classroom
setting; .It can also be used outdoors,on its side or roof. Props include a pry box, glass breaker
box and seatbelts that can be cut and replaced for reuse.
Page 1 of 6
Section 2: Claimed Exemption and Justification Other than sole source
NOTE-For a claimed sole-source exemption,complete Section 3.
Please indicate the non-sole-source 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 necessary to preserve or protect the public health or safety of the
City of Fort Worth'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;
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:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17,Business & Commerce Code;
■ by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• 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
Page 2 of 6
Advertising,other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Breakthrough InnovationslS&S Medical Products is the only manufacturer and
distributor of the Sweet Extrication TraiWag System.
See attached letter from vendor.
Section 3: Claimed Sole-Source Exem tion and Justification
NOTE-For any non-sole-source exemption,complete Section 2.
Please indicate the sole-source 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
X *A procurement of items that are available from only one source,including:
■ items that are available from only one source because of patents,copyrights,
secret processes,or natural monopolies;
• films,manuscripts, or books;
• gas,water,and other utility services;
• captive replacement parts or components for equipment;
+ books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
+ management services provided by a nonprofit organization to a municipal
museum,park,zoo,or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Internet Search and Fire Trade Snows attended by FWFD personnel—no other vendors have this
tpe of product with dimensions and features.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Chief Jason Cearley and Lt.Matthew Brashear have conducted searches and attended trade
shows for fire service related traininQ materials.
Did you attach a sole source justification letter? X yes no
Page 3 of 6
Describe the uniqueness of the item or service(e.g. compatibility or patent issues,etc.).
The unit is protected under intellectual pLopeLty includin tents US 9,916,767 and others and
trademarks that are solely owned by Breakthrough Innovations
Section 4: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 No.
Was there anything attached to this form that was relied on in making this determination?
V Yes No.
If yes,please explain: Vendor letter
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes ��No.
If yes,please explain:
Will the standard terms and conditions apply? d Yes No.
Will the contract require special terms? Yes — V No.
Will the contract require review by the department attorney? V_Yes No.
Approved By:
Date: 8.6.2020
ylor Paris 13o Pate
Assistant City Attorney
Page 4 of 6
EXHIBIT E
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 port Worth) roust 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:llwww.ethics.state.tx.us/forms/C[0.12df.
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 NIA in each of
the areas on the form.However,a signature is required in the#4 bog in all cases.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with Total governmental entity
This questionnaire reflects changes made to the law by H.B. 23,841h Leg- Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code, D.In P.—,Vcd
by a vendorwho has a business relationship as defined by Section 176.001(1-a)wild a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental
entity not Eater than the 7th business day after She 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
Govemment Code.An offense under this section is a misdemeanor.
r Name of vendor who has
�a business relationship with local governmental entity.
1 V��v � 1R�u��+�� L L L
a Check MCI ltyou are tiling date to a previously filed questionnal rb.
(The law requires that you file an updated completed questionnaire with the appropriate tiling authority not
later than the 71h business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Nam e of local government officer about whom the information In this section Is being disclosed.
L .M"V t, aSir%t wr
Name of Officer
This section(item 3 including subparts A. 8. C.&D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.C101(1-a).Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income.other than investment
income.from the vendor?
Yes Nv
B. Is the vendor receiving or likely to receive taxable income,other than investment income.from or at the direction of the local
govemment officer named in this section AND the taxable income is not received from the local governmental entity?
EJ Yes XNo
C. is the fiter 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?
Yes �o
B.Describe each employment or business and family relationship with the local government officer named in this section.
1 b
4 [�
Signature of vendor doing business with the governmental entity O� Cate
Adopted R17:2015
EXHIBIT F
VENDOR CONTACT INFORMATION
Vendor's Name: BTi Breaktrough Innovations, LLC
Vendor's Local Address: 3511 South Dixie Dr.Moraine,OH 45439
phone: 85"77-7633 Fax: 866-605-1 717
Email: info@btibuilt.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Trent Shroyer
Phone: 937-623-831 0 Fax:
Email: TrentS@stibuiit.com
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
ell-.F
Signature Printed Name Date
EXHIBIT G
VERIFICATION OF SIGNATURE AUTHORITY
BTr Bmaktrough Innovations,_E_LC
PO Box 279
Bellbrook,OH 45305
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: ttl�-� El�,tl]LA e-C'
Position:
Signature
2. Name:
Position:
Signature
Signature of President/CEO/Managing partner
c l
Title: F�- ' Date � r r— t�
Signature: Weotlu' Signature:
Homer Robertson(Aug 14,202015:16 CDT)
Email: homer.robertson@fortworthtexas.gov Email: Mary.Kayser@fortworthtexas.gov