HomeMy WebLinkAboutContract 54606 CSC No. 54606
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Vendor Agreement ("Agreement") is entered into by and between
Guamard Scientific Co., Inc. ("Vendor") and the City of Fort Worth, ("Customer", "Buyer"
or"Authorized Customer"), a Texas local government entity.
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;
6. Exhibit E—Conflict of Interest Questionnaire;
7. Exhibit F—Vendor Contact Information;
8. Exhibit G—Verification of Signature Authority; and
9. Exhibit H—Guamard End User License Agreement.
The Vendor agrees to the Terms and Conditions which are attached. Exhibits A,B, C, D,E, F, G,
and H which are attached hereto and incorporated herein, are made part of this agreement for all
purposes. In the event of any conflict between the terms and conditions of Exhibits A, B C, D,
E, F, G, or H the terms and conditions in Exhibit "A" shall control. Total Compensation for the
services provided under this agreement 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 30th day
of July,2020.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 1 of 33
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
Ve✓v✓ responsible for the monitoring and administration
Valerie Washington(Oct 1,202011:40 CDT)y� of this contract, including ensuring all
Name: Valerie Washington performance and reporting requirements.
Title: Assistant City Manager
Date: Oct 1, 2020
By: Mark Rauscher(Sep 30,202010:48 CDT)
Approval Recommended: Name: MarkRauscher
Title: Assistant Director Fire
By: J sDavis(Sep30,202011:31CD-0 Approved as to Form and Legality:
Name: James Davis 444b�nn4
as FORt�a
Title: Fire Chief es F°°°°°°°°°°o%Oar'
col
o
Attest: 1 o °°o�d By: Christopher stria(Oct 1,202011:28 CDT)
dd °°°°°„°co° a Name: Christopher Austria
for Ronald P. Gonzalos aa��nExASaaa Title: Assistant City Attorney
By:
for Ronald P.Gonzales(Oct 1,20201235 CDT)
Name: MaryKayser Contract Authorization:
Title: City Secretary M&C: _N/A — 24089-03-
2020(March 19, 2020)
and 24161-04-2020 (April
7,2020)
1295: N/A
VENDOR:
Gaumard Sc'en ' ATTEST:
By: By:
Name: "Peter Eggert Name:
Title: Senior Vice President Title:
Date: 09/29/2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 2 of 33
EXHIBIT A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subvendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Vendor(s), supplier, Vendor(s)or other provider of goods and/or services,
its officers,agents, servants, employees, vendors and subvendors who act on behalf of the
entity under a contract with the City of Fort Worth.
3.0 TERM
3.1 The term of this Agreement will commence upon 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, unless
terminated earlier in accordance with the Provision of this Agreement.
4.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be requested by a
member of the public under the Texas Public Information Act. See TEX. GOV'T CODE
ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a
Seller's proprietary information,the Seller listed in the request will be notified and given
an opportunity to make arguments to the Texas Attorney General's Office(the"AG")
regarding reasons the Seller believes that its information may not lawfully be released. If
Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's
information will be released without penalty to the City.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer
of any land,materials, supplies or services, except on behalf of Buyer as an officer or
employee.Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 3 of 33
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter)
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants,vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers,purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or(3). In the case of
emergencies,the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number,purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) 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 UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of
lading will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery
terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for
transportation costs in the amount specified in Seller's proposals or actual costs,
whichever is lower, if the quoted delivery terms do not include transportation costs;
provided,Buyer shall have the right to designate what method of transportation shall be
used to ship the goods.
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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 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of
lading and the freight waybill,when applicable, should be attached to the invoice.
Seller shall mail or deliver invoices to Buyer's Department and address as set
forth in the block of the purchase order, purchase change order or release order
entitled "Ship to."Payment shall not be made until the above instruments have
been submitted after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices.
The Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to
in writing. Before the 1 st 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 other
similar customers for products and services of the kind and specification covered
by this agreement for similar quantities under like conditions and methods of
purchase. In the event Seller breaches this warranty,the prices of the items shall
be reduced to the prices contained in Seller's proposals, 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 Seller for the
purpose of securing business. For breach or violation of this warranty, Buyer shall
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 5 of 33
have the right, in addition to any other right or rights arising pursuant to said
purchase(s), to cancel this contract without liability and to deduct from the
contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the full amount thereof.
15.0 PRODUCT WARRANTY
Seller warrants that if a Product proves to be defective in material or workmanship within
one year from the date on which title to the Product passes to the Customer ("Warranty
Period"), Sell will, at Seller's option, repair or replace the Seller product. This limited
warranty covers all defects in material and workmanship in the Seller product, except:
(a) Damage resulting from accident, misuse, abuse, neglect, or unintended use of the
Seller product; (b)Damage resulting from failure to properly maintain the Seller product
in accordance with Seller product instructions, including failure to properly clean the
Seller product; and (c) Damage resulting from a repair or attempted repair of the Seller
product by anyone other than Seller or a Seller representative. Replacement parts are
warranted for the remainder of the Warranty Period or ninety (90) days from shipment,
whichever is longer. Services are warranted to be supplied in a workman-like manner.
Seller does not warrant that use of the Products will be uninterrupted or error-free,or that
the Products will operate with non-Seller authorized third-party products.
THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER
WARRANTIES,WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT. SUCH LIMITED WARRANTY IS GIVEN
SOLELY TO THE ORIGINAL CUSTOMER AND IS NOT GIVEN TO ANY THIRD
PARTY INCLUDING, WITHOUT LIMITATION, SUBSEQUENT PURCHASERS
OR USERS OF THE PRODUCTS OR CUSTOMERS OF THE CUSTOMER. THIS
WARRANTY IS VOID UPON TRANSFER OF PRODUCT BY CUSTOMER TO ANY
OTHER ENTITY. SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO
CUSTOMER.
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
may be 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 on a pro rata basis based on
the initial term of the Agreement 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
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 6 of 33
delivery, or otherwise in accordance with Section 29.0 of these terms and conditions.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software as set forth in Seller's End User
License,which is attached and incorporated into this Agreement as Exhibit "H". This
software is "proprietary"to Seller, and is licensed and provided to the Buyer for its sole
use for purposes under this Agreement and any attached work orders or invoices. The
City may not use or share this software without permission of the Seller; however Buyer
may make copies of the software expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder,including but not limited to: programs,documentation, software,
analyses,applications, methods,ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the
"Deliverables,")do not infringe upon or violate any patent,copyrights,
trademarks,service marks,trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against
the City for infringement of any patent, copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying
of any Deliverable(s) in the course of performance or completion of, or in any
way connected with providing the services,or the City's continued use of the
Deliverable(s) hereunder.
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
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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
Deliverable(s)at no additional charge to City; or(d) if none of the foregoing
alternatives is reasonably available to SELLER,terminate this Agreement,
and refund all amounts paid to SELLER by the City, subsequent to which
termination City may seek any and all remedies available to City under law.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes,methods,programs, and manuals that were developed,prepared, conceived,
made or suggested by the Seller for the City pursuant to a Work Order, including all such
developments as are originated or conceived during the term of the Contract and that are
completed or reduced to writing thereafter(the "Work Product") and Seller
acknowledges that such Work Product may be considered"work(s)made for hire" and
will be and remain the exclusive property of the City. To the extent that the Work
Product, under applicable law, may not be considered work(s) made for hire, Seller
hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including copyright,which
Seller may have in any Work Product or any tangible media embodying such Work
Product, without the necessity of any further consideration, and Buyer shall be entitled to
obtain and hold in its own name, all Intellectual Property rights in and to the Work
Product. Seller for itself and on behalf of its vendors hereby waives any property interest
in such Work Product.
20.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the
"Network"). If Seller requires access, whether onsite or remote,to the City's network to
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provide services hereunder, and the Seller is required to utilize the Internet, Intranet,
email, City database, or other network application, Seller shall separately execute the
City's Network Access Agreement prior to providing such services. A copy of the City's
standard Network Access Agreement can be provided upon request.
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 and fails to cure the breach within a reasonable time
period after receiving written notice of the breach. Such reasonable time period shall be
no longer than fifteen(10) days. Such right of cancellation is in addition to and not in
lieu of any other remedies, which Buyer may have in law or equity.
22.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in
whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller
of a written "Notice of Termination" specifying the extent to which performance of work
or the goods to be purchased under the order is terminated and the date upon which such
termination becomes effective. Such right of termination is in addition to and not in lieu
of any other termination rights of Buyer as set forth herein.
23.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under
this contract shall be assigned or delegated to another entity without the express written
consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void
and totally ineffective for all purposes unless made in conformity with this paragraph.
Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional
cost to Buyer, all documents, as determined by Buyer,that are reasonable and necessary
to verify Seller's legal status and transfer of rights, interests, or obligations to another
entity. The documents that may be requested include, but are not limited to,Articles of
Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify
tax identification number, etc. Buyer reserves the right to withhold all payments to any
entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to
provide necessary information in accordance with this section,Buyer shall not be liable
for any penalties, fees or interest resulting therefrom.
24.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing and is signed by the aggrieved party.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
26.0 THE AGREEMENT
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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
inthis Agreement,the definition contained in the UCC shall control. In the event of a
conflict between the contract documents,the order of precedence shall be these Standard
Terms and Conditions, and the Seller's Quote.
27.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or"UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth,
Tarrant County, Texas. This contract shall be governed, construed and enforced under the
laws of the State of Texas.
28.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(s) and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control,the details of its operations hereunder, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents,
employees, vendors and sub-vendors. The doctrine of respondent superior shall not apply
as between Buyer and Seller, its officers, agents, employees,vendors and subvendors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees, vendors and subvendors.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)
OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT
OF SELLER,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
29.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY(ALSO
REFERRED TO AS BUYER),ITS OFFICERS,AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
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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 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this agreement, which
agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
31.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then Buyer will immediately notify Seller of
such occurrence and this contract shall be terminated on the last day of the fiscal period
for which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which
funds shall have been appropriated and budgeted or are otherwise available.
32.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively
determined to have been delivered three (3) business days following the day such notice
is deposited in the United States mail, in a sealed envelope with sufficient postage
attached, addressed to:
To City:
City of Fort Worth
Attn:Assistant City manager for Fire
200 Texas Street, Fort Worth, Texas 76102-6314
Facsimile: (817) 392-8654
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.
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To Seller:
33.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article
III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth
(1986), as amended, and Seller hereby covenants and agrees that Seller, its employees,
officers, agents,vendors or subvendors,have fully complied with all provisions of same
and that no employee,participant, applicant, Vendor(s)or subVendor(s)has been
discriminated against according to the terms of such Ordinance by Seller, its employees,
officers, agents, Vendor(s)or subvendors herein.
34.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration&Nationality Act(INA) which includes
provisions addressing employment eligibility, employment verification, and
nondiscrimination. Vendor shall 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 I-9 forms and supporting eligibility documentation for
each employee who performs work under this Agreement. Vendor shall establish
appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Vendor shall provide City
with a certification letter that it has complied with the verification requirements required
by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to
violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
35.0 HEALTH, SAFETY.AND ENVIRONMENTAL REQUIREMENTS
Services,products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws,requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
36.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the
expiration of three(3)years after final payment under this contract, and at no additional
cost to Buyer, 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
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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 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990
(ADA), Seller warrants that it and any and all of its subvendors will not unlawfully
discriminate on the basis of disability in the provision of services to general public, nor in
the availability,terms and/or conditions of employment for applicants for employment
with, or employees of Seller or any of its subvendors. Seller warrants it will fully comply
with 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 party's specific reasons for such dispute. Within ten(10) business days of
receipt of the notice,both parties shall make a good faith effort, either through email,
mail,phone conference, in person meetings, or other reasonable means to resolve any
claim, dispute, breach or other matter in question that may arise out of, or in connection
with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the
date of receipt of the notice of the dispute,then the parties may submit the matter to non-
binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association
or other applicable rules governing mediation then in effect. If the parties cannot resolve
the dispute through mediation, then either party shall have the right to exercise any and
all remedies available under law regarding the dispute.
39.0 PROHIBITION ON CODJTRACTING WITH CompANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government
Code,the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
The terms"boycott Israel"and"company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this contract, Seller
certifies that Seller's signature provides written verification to the City that Seller: (1)
does not boycott Israel; and(2) will not boycott Israel during the term of the contract
40.0 INSURANCE REQUIREMENTS
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 13 of 33
40.1 Seller shall assume all risk and liability for accidents and damages that mayoccur
to persons or property during the prosecution of work under this Agreement.
Seller shall file with the City of Fort 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
$100,000 each accident/occurrence,
$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",
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 14 of 33
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 Fort 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:
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, and/or
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 measure 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
Sole Source Purchase Vendor Agreement Guamard Scientific Co,Inc. Page 15 of 33
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 timelymanner,
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 Guamard Scientific Co,Inc. Page 16 of 33
EXHIBIT B
VENDOR'S QUOTE
Gaumard® Quotation
Simulators For Health Care Education
Quote Number: 68788
14700 SW 136th Street Quote Date: 06/30/20
Miami FL 33196
T: 305-971-3790 1 F:305-252-0755 Page: 1 of 2
Quoted To: Ship To:
Fort Worth Fire Department Administration Fort Worth Fire Department Administration
505 W Felix St 505 W Felix St
Fort Worth TX 76115-3405 Fort Worth TX 76115-3405
USA USA
Contact:
Matthew Brashear
(817)392-8841
Matthew.Brashear@fortworthtexas.gov
— Gustemell-IG) GeedThrough— Psymeftt Tell nis Shipping Method Sales Representative
e rouna- A01gan Rodriguez
Qty. Item Description Unit Price Amount
1 S3000.004.M Traumatic Leg Amputation accessory for HAL@ adult medium skin
tone tetherless simulator 1$ 795.00 $ 795.00
1 S3000.005.M J Traumatic Arm Amputation accessory for HAL@ adult medium skin
tone tetherless simulator. Only for manikins after S/N: H0710038 $ 795.00 $ 795.00
1 WK120.M CasualtyWound Kitmedium skin tone.Siliconewound inserts sized
to fit adult simulators.14 types of wounds-23 wound inserts in $ 595.00 $ 595.00
total
1 WK100.1Y1 Emergency Wound Kit medium skin tone.Silicone wound inserts
sized to fit adult simulators. 11 types of wounds-18 wound inserts 1$ 495.00 $ 495.00
in total
1 WK110.M Trauma WoundKitmediumskintone.Siliconewoundinsertssized
to fit adult simulators.8 types of wounds-10 wound inserts in $450.00 $ 450.00
total
_a_ Burns Wound Kit medium skin tone. Silicone wound inserts sized to
fit adult simulators.5 types of wounds-10 wound inserts in total
Prices and taxes are subject to change without notice.
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 17 of 33
EXHIBIT C
VENDOR'S SOLE SOURCE JUSTIFICATION LETTER
Paum-ard°
Simulators for Health Care Education
July 07, 2020
To Whom It May Concern:
Gaumard Scientific Company., Inc., located at 14700 SW 136 Street, Miami, FL 33196 is the sole
provider and sole manufacturer for the following item:53000 HAL® Multipurpose Patient
Simulator.
The following features apply to the S3000 HAL® Multipurpose Patient Simulator
-Tetherless technology allows the communications, compressor, and power supply to be inside
the simulator, eliminating external tubes, wires and compressors
-Active eyes allow selection of pupillary response to light and blink rate
-Bowel sounds four quadrants
-Breathing with multiple airways sounds
-Catheterization male and female
-Circulation multiple heart sounds/pulse sites
-Cyanosis responds to physiologic condition/interventions
-Convulsions and tremors
-ECGs generated in real time
/ -Defibrillate, car diovert, and pace using real devices
-Share images such as x-rays, CT scans, lab results
-Tablet PC
-Use our preprogrammed scenarios, modify them, or create new ones
-Bilateral IV and IM
-Powerful and intuitive GIGA Software
Please do not hesitate to contact us if you require additional information.
Sincerely,
Odalys Suarez
Gaumard Scientific Co., Inc.
Tel: 305-971-3790 Ext. 2168
Toll Free: 1-800-882-6655
Fax:305 2-0755
odalys.suarez@gaumard.com A global commitment to healthcare educators
Toll Free: USA 800.882 6655 - worldwide:305-971.3790 - Fax:305.667.6085 14700 SW 136th Street
Email:sates@gaumard com - www gaumard com - Gaumard'Scientific,2011 Miami, FL 33196-5691
t<
Sole Source Purchase Vendor Agreement Guamard Scientific Co,Inc. Page 18 of 33
EXHIBIT D
SOLE SOURCE PROCUREMENT JUSTIFICATION
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting to make a purchase of over $3.000 without
following 1ublic bidding requirements For purchases over $50.000. the form must be
completed and emailed to the Purchasing attorneys For purchases under S50 000 the form
must be emailed to Purchasing at FMSPurchasingReslionses fortworthtexaL.gov.
Instructions:Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing staff or the Purchasing attorneys 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 Purchasing or
Legal, please do not provide the Primer page. Failure to provide sufficient information may result
in follow-up questions and could cause a delay in the attorneys' determination.
Section 1: General Information
Requesting Department: Fire
Name of Contract Manager: Mark Rauscher/Brenda Ray
Department's Attorney:Christopher Austria
Item or Service sought: Patient Simulator Mannequin Accessories for HAL S3000
If Purchase of an Item or Equipment, are any Services included? Yes No X
Vendor: Gaumard Scientific Co.Inc.
Current Agreement for item/service: Yes X No
CSC #:
How will this item or service be used: Multipurpose patient simulator has tetherless technology
that allows EMS instructors to train firefighters on different programmable life-saving scenarios
in emergent situations such as intubation CPR defibrillation treating burns and trauma wounds
as well as many other scenarios. The Gaumard HAL S3000 mannequin was purchased under
COVID-19 Emergency Purchases to learn intubation techniques and Fire Training would like to
set up full time training on the HAL S3000 with burn and trauma wounds as well as amputated
leg and arm accessories which are only available through Gaumard
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 19 of 33
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; _
�' ------- -- --- „+o,.++h 1.1• 1, 1+i, -r-�-- -r.,
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 propertythat
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction of a public
improvement as provided by Subchapter C, Chapter 212;
personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business & Commerce Code;
(C) by a political subdivision of this state, a state agency of this state, or an entity of the
federal government; or
(D) under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity; or
advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 20 of 33
Gaumard is the sole manufacture and supplier of the patient training simulator HAL S3000
which was already purchased to learn intubation and other life-saving measures during COVID
19. The Fire Dept would like to add continuing education and recruit classes to the EMS
required courses using the mannequin and accessories which are only available from Gaumard
Please see attached letter from Gaumard and information on HAL 53000 and some of the
accessories.
Section 3: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible ifthe
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:
By: ,
Name: Taylor Paris
Title: Assistant City Attorney
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 21 of 33
Gaumard°
Simulators for Health Care Education
July 07, 2020
To Whom It May Concern:
Gaumard Scientific Company., Inc., located at 14700 SW 136 Street, Miami, FL 33196 is the sole
provider and sole manufacturer for the following item:S3000 HALO Multipurpose Patient
Simulator.
The following features apply to the S3000 HALO Multipurpose Patient Simulator
-Tetherless technology allows the communications, compressor, and power supply to be inside
the simulator, eliminating external tubes, wires and compressors
-Active eyes allow selection of pupillary response to light and blink rate
-Bowel sounds four quadrants
-Breathing with multiple airways sounds
-Catheterization male and female
-Circulation multiple heart sounds/pulse sites
-Cyanosis responds to physiologic condition/interventions
-Convulsions and tremors
-ECGs generaicd in real time
-Defibrillate, cardiovert, and pace using real devices
-Share images such as x-rays, CT scans, lab results
-Tablet PC
-Use our preprogrammed scenarios, modify them, or create new ones
-Bilateral IV and IM
-Powerful and intuitive GI;A Software
Please do not hesitate to contact u,� if you require additional information.
Sincerely,
Cidalys Suarez
4� Gaumard Scientifi Co., Inc.
_ Tel: 305-971-3790 Ext, 2168
Toll Free: 1-800-882-6655
Fax:305-252-0755 global commiti-nent to healthcare educators
- odalys.suarez@gaumard.com
Toll Free:USA 800 882.6655 - Worldwide: 305 971 3790 - Fax 365.667.6085 14700 SW 136th Street
Email:sates@gaumard com - www.gaumard com - Gaumard°Scientrfic,2011 Miami, FL 33196-5691
Sole Source Purchase Vendor Agreement Guamard Scientific Co,Inc. Page 22 of 33
Powerful Easy-to-use Controls. Control HAL using preprogrammed scenarios,on-the-fly controls,or
optional physiologic model
Scenario library included.Quickly and easily create your own scenarios and share them.
Time-stamped event recording and reporting.The automated event tracking and interaction recorder
ensures important events are always captured so you can focus on the action.
Control View Replay.The built-in recorder captures UNI's screen as data so you can review the
simulation from the operator's chair.
HAL®S3000 Features
General
Wireless and tetherless;fully responsive even while being transportedl
Internal rechargeable battery provides up to 6 hrs. of tetherless operation2
Airway
Oral or nasal intubation: ETT, LMA, King LT
Programmable difficult airway: Laryngospasm, pharyngeal swelling,tongue edema
Sensors detect depth of intubation
Surgical airway:tracheostomy or needle cricothyrotomy
Unilateral chest rise with right mainstem intubation
Multiple upper airway sounds
Breathing
Control rate and depth of respiration and observe spontaneous breathing
Ventilation is measured and logged
Gastric distension with excess BVM ventilation
Select independent left, right, upper,and lower lung sounds
Accommodates assisted ventilation including BVM and mechanical support
Tension pneumothorax and bilateral needle decompression sites
Bilateral chest tube sites at 5th Intercostal space
Optional Real EtCO23
Neurologic
Active Eyes; programmable blink rate, pupil size, and pupil reaction
Severe or mild seizures
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 23 of 33
Preprogrammed speech responses
Wireless streaming voice; be the voice of HAL®and listen to replies
Cardiac/Circulation
Normal and abnormal heart sounds, rates,and intensities
ECG monitoring using real devices
eCPR sensors:chest compressions are measured and logged
Bilateral IV sites
Measurable blood pressure with audible Korotkoff sounds
Visible cyanosis
Bilateral carotid, radial, brachial,femoral, popliteal,and pedal pulses
Other
Bowel sounds in four quadrants
Male urinary catheterization with fluid return
Package Includes
Interchangeable battery
100-240 VAC battery charger
Casualty Wound Kit(WK120)
Adult Emergency Wound Kit(WK100)
Sole Source Purchase Vendor Agreement Guamard Scientific Co,Inc. Page 24 of 33
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 Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the City,or submits
an application or response to a request for proposals or bids, correspondence, or another
writing related to a potential agreement with the City.Updated Questionnaires must be filed
in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The
form is also available at httjg://www.ethics.state.tx.us/forms/CIQ.pd
If you have any questions about compliance,please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship
that you might have with the City, state Vendor name in the# 1, use N/A in each of
the areas on the form. However, a signature is required in the#4 box in all cases.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23,84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local GovemmGnt Code, Date R,,,&,d
by avendorwho has abusiness relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a),
By taw this questionnaire must be filedwith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
!J Name ofvendorwho has a business relationship with local governmental entity.
N/A
?J HCheck this box If you are filing an update to a previously flied questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
Name of local government officer aboutwhom the Information In this section Is being disclosed.
N/A
Name of Officer
This section(item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional
pages to this Form CIO as necessary. N/A
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income,from the vendor?
El Yes E-1No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
F1 Yes E-1 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director,or holds an ownership interest of one percent or more?
E-1 Yes F-1No
D. Describe each employment nee and family relationship with the local government officer named in this section.
09/29/2020
Signature of vendor cag business with the governmental entity Date
Adopted 81712015
EXHIBIT
VENDOR CONTACT INFORMATION
Vendor's Name: GAUMAKD SCIENTIFic CO.INc
Vendor's Local Address: 14700 SW 136TH STREET MIAMI,FL 33196
Phone: 30,5-971-3790 Fax: 305-2,5_2-0255
Email:abigailr&gaumard.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Ivana Pacheco, Senior Accountant
Phone: (305) 971-3790 Fax: (305)252-0755
Email: ivana.pacheco@gaumard.com
Name/Title Yadira Aleman,Accounting
Phone: (305) 971-3790 Fax: (305)252-0755
Email: Yadira.aleman@gaumard.com
Name/Title
Phone: Fax:
Email:
Peter Eggert 09/29/202Q
Signature Printed Name Date
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 27 of 33
EXHIBIT Ci'
VERIFICATION OF SIGNATURE AUTHORITY
GAUMARD SCIENTIFIC CO, INC
14700 SW 136TH STREET
MIAMI,FL 33196
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: Pet E ge
Position: r Vice President
Signature
2. Name: Daphne Eggert
Position: President
Signatu
r
Signature dent/CE M g rag er
Title: for ice President
Date
Sole Source Purchase Vendor Agreement Guamard Scientific Co, Inc. Page 28 of 33
EXHIBIT H
GAUMARD END USER LICENSE AGREEMENT
This End User License Agreement("EULA") sets forth the respective rights and responsibilities between
the entity named in the Purchase Order associated with this EULA ("End User or"City of Fort Worth")
and Gaumard Scientific Company, Inc., a Florida corporation ("Gaumard"), relative to the Gaumard
Software (as defined below). This EULA is effective as of the date Gaumard accepts and confirms the
Purchase Order (the "Effective Date"). BY USING THE GAUMARD SOFTWARE, END USER IS
AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF END USER DOES NOT AGREE,
END USER MAY NOT USE THE GAUMARD SOFTWARE.
1. Definitions.
1.1 "Gaumard Documentation" means the Gaumard user and operations manuals, guides, and related
materials provided by Gaumard to End User to facilitate use of the Gaumard Products.
1.2 "Gaumard Equipment" means Gaumard hardware components for medical simulation and training,
including manikins and associated instrumentation, and other hardware and tangible products sold by
Gaumard to End User.
1.3 "Gaumard Products"means Gaumard Software licensed and Gaumard Equipment sold or otherwise
made available by Gaumard to End User currently or in the future.
1.4"Gaumard Software"means the object code form of computer programs and Gaumard Documentation
owned by Gaumard or its licensors and licensed to End User in accordance with this EULA. Gaumard
Software includes(a)computer programs embedded in firmware in the Gaumard Equipment;(b)computer
programs embedded in a separate medium (such as CD or flash drive) for use in conjunction with the
Gaumard Equipment;(c)computer programs downloaded or received via mail from Gaumard;(d)computer
programs used on servers storing or processing data related to the Gaumard Products; and (e) computer
programs used to create and manage a network for the Gaumard Equipment,interface with the components
of the Gaumard Equipment, manage and compute location information related to the Gaumard Equipment,
and monitor health of the Gaumard Equipment.
2. Software License and Restrictions.
2.1 License. Subject to End User's compliance with the terms and conditions of this EULA,the Terms and
Conditions of the Agreement between the City of Fort Worth and Guamard, the Purchase Order, and the
Gaumard Cares Service Plan Agreement, Gaumard grants End User a non-exclusive, non-transferable
(except as otherwise set forth herein), personal license to execute and use the Gaumard Software for End
User's internal purposes,but only so long as the Gaumard Software is installed on the Gaumard Product on
which it was originally installed. End User may not, directly or indirectly, sell, sublicense, display,
timeshare, loan,lease,distribute, or create derivative works of the Gaumard Software.
2.2 Ownership. All rights, title, and interest in and to the Gaumard Software, and any derivative works
thereof, whether created by Gaumard, End User, or a third party, will remain at all times solely and
exclusively owned by Gaumard. Nothing in this EULA or the Purchase Order will be construed to grant
End User any rights of any kind with respect to the Gaumard Software, except as expressly set forth in this
EULA.
2.3 Reverse En ineeriny,and Other Restrictions. End User will not, and will not allow any third party to,
tamper with, modify, decompile, disassemble, derive the source code of, reverse engineer, or attempt to
Sole Source Purchase Vendor Agreement Guamard Scientific Co,Inc. Page 29 of 33
obtain the internal design of the Gaumard Software or Gaumard Products for any purpose whatsoever
(collectively, "Restricted Acts"). If applicable law permits End User to take any of the Restricted Acts
notwithstanding the previous prohibition, and End User wishes to take any Restricted Act notwithstanding
the previous prohibition, End User will first provide Gaumard with thirty (30) days prior written notice.
Gaumard may terminate this EULA at any time during such notice period without liability arising from
such termination. The parties agree that all information needed for interoperability is available from
Gaumard in accordance with applicable government directives.
2.4 Updates.From time to time Gaumard may develop new versions or updates for the Gaumard Software
that may be made available to the End User as agreed under the terms of the Gaumard Sales Terms and
Conditions, Gaumard Purchase Order documents, Gaumard Warranty documents, or Gaumard Cares
Service Plan documents. Unless otherwise agreed to by Gaumard, End User shall be responsible for
installing the provided new versions or updates for the Gaumard Software.
2.5 Proprietary Notices.End User agrees to maintain and reproduce on all copies of the Gaumard Software,
any names,logos,copyright notices,trademarks,other proprietary markings,and legends that appear on the
Gaumard Software.
2.6 Control of Duplication. End User will not,nor will it allow any third party to,circumvent the protection
controlling the duplication or use of the Gaumard Software, for example and without limitation, any
software lock controlling the number of copies End User may make of the Gaumard Software.
2.7 No Source Code. End User acknowledges and agrees that its rights under this EULA do not include
rights to source code.In its exercise of the rights granted under this EULA,End User agrees not to take any
action that would result in any requirement to disclose or make available to other parties the Gaumard
Software in source code format.
2.8 Certification. Upon thirty (30)days written notice to End User from Gaumard, End User shall certify
End User's compliance with the restrictions and obligations in this EULA. Such requests will not occur
more frequently than once per calendar year. If End User has used the Gaumard Software in violation of
this EULA,End User shall, in addition to any other remedies Gaumard may have,pay Gaumard additional
fees for the excess use according to Gaumard's then-current price list and policies, plus a late payment
charge of one percent (1.0%) per month (or the highest amount allowed by applicable law, if lower) for
each month of excess use from the date of initial excess use.
2.9 Privacy and Recordings.End User will comply with all applicable laws,rules and regulations related to
privacy, publicity and data protection related to use of the Gaumard Products. End User shall not use the
Gaumard Software to record or collect personal data from any person in violation of End User's policies or
privacy statements. End User shall receive express consent from all persons recorded by the Gaumard
Software sufficient for End User's use, storage, and distribution of such recordings.
3. Term and Termination
3.1 Term. This EULA commences on the Effective Date of the Agreement between the City of Fort Worth
and Gaumard and continues perpetually, unless terminated earlier in accordance with the terms hereof.
3.2 Termination for Cause. This EULA is automatically terminated by Gaumard if the other party materially
breaches this EULA, the Terms and Conditions of the Agreement between the City of Fort Worth and
Gaumard,the Purchase Order, or the Gaumard Cares Service Plan Agreement. In addition, Gaumard may
terminate this EULA if(a) End User becomes insolvent or makes an assignment for the benefit of End
User's creditors; or(b)a receiver is appointed or a petition in bankruptcy is filed with respect to End User
and such petition is not dismissed within thirty(30)days.
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3.3 Effect of Termination. Upon the termination of this EULA for any reason,all licenses granted in Section
2 above will immediately cease and terminate. Upon termination, End User will immediately cease using
the Gaumard Software.
3.4 Survival. Sections 3 through 6 will survive the termination of this EULA.
4. Confidential Information; Trademarks.
4.1 Confidential Information. End User acknowledges and agrees that the Gaumard Software is confidential
information and contains trade secrets of Gaumard. End User agrees to (i) hold the Gaumard Software in
the strictest confidence,(ii)not disclose the Gaumard Software to any third party for any purpose, and(iii)
use at least the same security measures as End User to protect its own confidential and trade secret
information but no less than reasonable measures to protect the confidentiality of the Gaumard Software.
End User agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality
contained in this Agreement shall cause Gaumard irreparable harm and Gaumard may obtain injunctive
relief without the requirement to post a bond as well as seek all other remedies available to Gaumard in law
and in equity in the event of breach or threatened breach of such provisions.
4.2. Public Information. End User 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
Gaumard. It will be the responsibility of Gaumard 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.
4.3 Trademarks. End User may not use Gaumard's trademarks, logos, service marks, or names in press
releases, web sites, marketing, or other forms of public materials without the prior written consent of
Gaumard.All use of the Gaumard trademarks and all goodwill associated with them will inure solely to the
benefit of Gaumard.
5. Disclaimer; Limitation of Liability; Infringement Indemnification
5.1 Warranty and Disclaimer. For a period of twelve (12) months from the Effective Date, Gaumard will
(a) provide all updates to the Software that are made available generally, and(2)use reasonable efforts to
fix or provide a workaround for any Gaumard Software defect or bug which prevents operation in
substantial conformity with the Gaumard Documentation. Other than the above,the Gaumard Software is
provided "as-is," with no express or implied warranties of any kind, including the warranties of
merchantability, fitness for a particular purpose, or non-infringement.
5.2 Limitation of Liabili . THE TOTAL LIABILITY, IF ANY, OF GAUMARD TO END USER OR
ANY THIRD PARTY FOR ALL DAMAGES BASED ON ALL CLAIMS,WHETHER ARISING FROM
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT
LIABILITY, TORT, OR OTHERWISE, ARISING FROM THE GAUMARD PRODUCTS IS LIMITED
TO ONE HUNDRED DOLLARS. IN NO EVENT WILL GAUMARD BE LIABLE TO END USER OR
ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS, OR
LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
5.3 Infringement Indemnification. Gaumard will, as further described below, indemnify,defend,and hold
End User harmless, at its expense, against any claim or suit brought by a third party against End User
alleging that any Gaumard Software furnished under this EULA infringes the United States patent,
trademark, copyright or other intellectual property right of a third party. Gaumard will pay all settlements
entered into or damages finally awarded, including attorneys' fees and costs, based on any such claim or
Sole Source Purchase Vendor Agreement Guamard Scientific Co,Inc. Page 31 of 33
suit; provided that End User gives Gaumard prompt written notice of such claim and gives Gaumard
information,reasonable assistance,and sole authority to defend or settle the claim. In defense or settlement
of the claim, Gaumard may obtain for End User the right to continue using the Gaumard Software, replace
or modify the Gaumard Software so that it becomes non-infringing,or,if such remedies are not reasonably
available,grant End User a refund for the associated Gaumard Products(depreciated over three years)and
accept their return. Gaumard will not have any liability if the alleged infringement is based upon(a) the
use or sale of the Gaumard Software in combination with other products or devices not furnished by or
approved by Gaumard; (b)the use of the Gaumard Software in a manner for which they were not designed
as described by the Gaumard Documentation;(c)any modification of the Gaumard Software not performed
by or authorized by Gaumard; (d) any use of Gaumard Software by End User after End User learns of such
allegation of infringement;or(e)any failure by End User to utilize a non-infringing version of the Gaumard
Software made available by Gaumard along with notice that such update is non-infringing.The obligations
set forth in this Section 5.3 are Gaumard's sole obligations, and End User's sole and exclusive remedy, for
the Gaumard Software infringing third party intellectual property rights.
6. Miscellaneous.
6.1 Binding Effect;Assimnent. This EULA will be binding upon,and inure to the benefit of,End User's
and Gaumard's respective permitted successors and permitted assigns.Neither party may assign or transfer
this EULA or any of the rights, privileges,duties or obligations under this EULA without the prior written
consent of the other party, except that either party may assign this Agreement to any entity controlled by,
controlling, or under common control with such party at such time, as well as in connection with the sale,
transfer,merger, or acquisition, whether by operation of law or otherwise, of substantially all of the assets
of such party. In addition, if End User transfers the Gaumard Product on which the Gaumard Software is
installed to a third party,End User may assign this EULA to such third party, provided that the third party
agrees in writing with Gaumard to be bound by this EULA.
6.2 Notices. Any written notice required by this EULA will be deemed made(a)when delivered by personal
service,(b)one(1)business day after being sent by recognized international overnight courier service(such
as FedEx), or (c) when received, if sent by certified or registered mail, postage prepaid, return receipt
requested. Any such notice given to a party shall be sent to the addresses indicated on the Agreement
between the City of Fort Worth and Gaumard.By giving to the other party written notice thereof,the parties
hereto and their respective permitted successors and assigns will have the right from time to time to change
by written notice their respective addressee or address for notices.
6.3 Applicable Law. The validity of this EULA and the rights, obligations and relations of the parties
hereunder shall be construed and determined under and in accordance with the substantive laws of the State
of Florida.All disputes arising under or related to this EULA shall be resolved exclusively in the State or
Federal Courts located in Tarrant County,Texas. The parties consent to the jurisdiction and venue of such
courts and waive any claims as to inconvenient forum.
6.4 Export Control. End User will not export or re-export the Gaumard Software, including any technical
data, except as authorized and permitted by, and in compliance with, the laws and regulations, including
but not limited to all export and re-export laws and regulations, of the United States.
6.5 Severability. If any provision of this EULA is invalid or unenforceable in any circumstances, it will be
interpreted as much as possible to reflect the intent of the parties, and its application in any other
circumstances and the remaining provisions of this EULA will not be affected thereby.
6.6 Entire Agreement. This EULA constitutes the entire agreement and understanding of the parties relating
to the subject matter thereof. This EULA supersedes all prior written and oral agreements and all other
communications between End User and Gaumard (or a Gaumard distributor)regarding the subject matter
hereof.
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6.7 Waiver of Breach. No waiver by a party of any breach of this EULA will constitute a waiver of any
other breach of the same or other provisions of this EULA. No waiver by a parry will be effective unless
made in a record signed or otherwise authenticated by an authorized representative of such party.
6.8 Relationship of the Parties. The parties are independent contractors. Nothing in this EULA or in the
activities contemplated by the parties will be deemed to create an agency,partnership,employment or joint
venture relationship between the parties. Neither party will have any responsibility nor liability for the
actions of the other party except as expressly provided in this EULA. Neither party will have any right or
authority to bind or obligate the other party in any manner or make any representation or warranty on behalf
of the other party. This EULA is made and entered into for the sole protection and benefit of Gaumard,its
licensors and suppliers,and End User, and no other person or entity shall be a direct or indirect beneficiary
of or shall have any direct or indirect cause of action or claim arising from this EULA.
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