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HomeMy WebLinkAboutContract 55291 CSCO No. 55291 P.O. No. SS No.: SS18- FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between John Thomas, Inc. ("Seller")and the City of Fort Worth, ("Buyer"), a Texas home rule municipal corporation. The Sole Source Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Sole Source Purchase Agreement; 2. Exhibit A: Terms and Conditions; 3. Exhibit B: Conflict of Interest Questionnaire. 4. Exhibit C: Seller Contact Information 5. Exhibit D: Verification of Signature Authority 6. Exhibit E: Seller's Sole Source Justification Letter and 7. Exhibit F: Seller's Proposal Exhibits A, B, C, D, E, and F, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. The Amount of this contract shall not exceed $57.000.00. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. Seller Name: John Thomas, Inc Authorized Si Printed Name: Kole Weaver Title: President Date: 1k 16 1aoaa City of Fort Worth Authorized Signatures CG,70L11t �ft GLIGIt!!lA/��lGIA2� 'for CGS Jo�dinj,Purchasing Manager(Feb 8,202117:08 CS Tr Sole Source Agreement— OFFICIAL RECORD 1 CITY SECRETARY FT.WORTH,TX P.O. No. SS No. : SS18- Printed Name: Cynthia Garcia Title: CPO Date: 02/08/21 CONTRACT COMPLIANCE MANAGER: APPROVED AS TO FORM AND LEGALITY- By signing[acknowledge that Iam the person By:Not Applicable responsible forthe monitoring and administration of Standard T&C,email attached this contract,including ensuring all performance and reporting requirements. Name: Signature:,-4�4A-� Date: 11/18/20 Title:Ass istantCityAttorney Traci Akin Sr.Administrative ATTEST: Name: Title: Assistant 13y: Name:Mary Kayser Title: City Secretary 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 subcontractors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and subcontractors, or other provider of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer are subject to disclosure under the Texas Public Information Act In the event there is a request for information marked Confidential or Proprietary, Buyer Sole Source Agreement- 2 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX P.O. No. SS No. :SS18- shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and this agreement may be released in the event that it is requested. 4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 5.0 ORDERS 5.1 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. 5.2 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. 6.0 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 bearthe 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. Sole Source Agreement-- 3 Revi s ed 3.11.20tp P.O. No. SS No. : SS18- 7.0 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. 8.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 10.0 PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 11.0 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. 12.0 INVOICES 12.1 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. 12.2 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. 12.3 Payment. All payment terms shall be "Net 30 Days"unless otherwise agreed to in writing. Before the Ist 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". Sole Source Agreement-- 4 Revised 3.11.20tp P.D. No. SS No. : SS18- 13.0 PRICE WARRANTY I3.I The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 14.0 PRODUCT 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. 15.0 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 Selle r fails to make appropriate correction within a reasonable tine, 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 Sale Source Agreement- 5 Revised 3.11.20tp P.O. No. SS No.: SS18- 16.0 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. 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 Buyer may not use or share this software without permission of the Seller; however Buyer may make copies of the software expressly for backup purposes. 17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 17.1 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,orany intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 17.2 SELLER shall be liable and responsible for any and all claims made against the Buyerfor infringementof any patent,copyright, trademark, servicemark, trade secret,or other intellectual property rights by the use ofor supplying of any Deliverable(s)in the course of performance or completion of, or in any way connected with providing the services,orthe Buyer's continued use ofthe Deliverable(s) hereunder; 17.3 SELLER agrees to defend,settle,orpay,at its own cost and expense,any claim oraction against Buyer for infringement of any patent,copyright, trade mark, trade secret,orsimilar property right arising from Buyer's useofthe software and/or documentation in accordance with this Agreement,itbeing understood that this agreement to defend, settle orpay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section,SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlementor compromise and to settle orcompromise any such claim; however,Buyers hall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyeragrees to cooperate with SELLER in doing so. In the event Buyer,for whatever reason,assumes. the responsibility for payment of costs and expenses for any claim or action brought against Buyerfor infringement arising under this Agreement,Buyer s hall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement orcompromise and to settle orcompromise Sole Source Agreement— 6 Revised 3.11.20tp P.O. No, SS No. : SS18- any such claim; however, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action.Buyer agrees to give SELLER timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto.Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyerunder this Agreement. Ifthe software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, SELLER shall, at its own expense and as Buyer's sole remedy,either: (a)procure for Buyerthe right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to mare it non-infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to Buyer; or(d)if none of the foregoing alternatives is reasonably available to SELLER terminate this Agreement,and refund all amounts paid to SELLER by Buyer,subsequent to which termination Buyer may seekany and all remedies available to Buyer under law; and 17.4 The representations, warranties, and covenants of the parties contained in section 13 through 17 of this Agreementwill survive the termination and/or expiration of this Agreement. 18.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the Buyer 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 Buyer. 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. 19.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part Sole Source Agreement— 7 Revised 3.11.20tp P.Q. No. SS No.: S518- 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. 20.0 TERMINATION 20.1 Written Notice. The 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 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. 20.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 20.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer Information or data as a requirement to perform services hereunder, Seller shall return all Buyer provided data to Buyer in a machine readable format or other format deemed acceptable to Buyer. 21.0 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. Sole Source Agreement— 8 Revised 3.11.2Otp P.O. No. SS No. : SS18- 22.0 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. 23.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 24.0 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. 25.0 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. 26.0 INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor 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 subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing Sole Source Agreement— 9 Revised 3.11.20tp P.O. No. SS No. : SS18- herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. 27.0 LIABILITY AND INDEMNIFICATION. 27.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL WJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KE'D 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. 27.2 GENERAL INDEMNIFICATION -SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLADIS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANYRESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 27.3 INTELLECTUAL PROPERTYINDEMNIFICATION—Seller agrees to defend,settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark,trade secret,or similar property right arising from Buyer's use of the software and/or documentation in accordance with this Agreement; it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation.So long as Seller bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, 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,Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest,and Buyer agrees to cooperate with Seller in doing so.In the event Buyer,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement,Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlementor compromise and to settle or compromise any such claim;however,Seller shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give Seller timely written notice of any such claim oraction,with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate Seller's duty to indemnify Buyer under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Seller shall,at its own Sole Source Agreement— 10 Revised 3.11.20tp P.O. No. SS No.: SS18- expense and as Buyer's sole remedy, either: (a) procure for Buyerthe right to continue to use the software and/or documentation;or(b)modifythe software and/or documentation to make it non-infringing,provided that such modification does not materially adversely affect Buyer's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to Seller terminate this Agreement,and refundall amounts paid to Seller by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer under law. 28 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. 29 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. 30 NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: TO SELLER: City of Fort Worth John Thomas, Inc. Attn: Purchasing Manager Kole Weaver, President 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 Facsimile: 888-335-3948 With copy to Fort Worth City Attorney's Office at same address Sole Source Agreement— 11 Revi s ed 3.11.20tp P.O. No. SS No. : SS 18- 31 NON-DISCRIMINATION Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Seller's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 32 IMMIGRATION NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFYBUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 33 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. 34 RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three Sole Source Agreement-- 12 Revi s ed 3.11.20tp P.O. No. SS No.:SS18- years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 35 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 subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terns and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. 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 subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 36 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 parry 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 speck reasons for such dispute. Within ten (1.0) 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 submit the dispute to non- binding mediation and 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. 37 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Se Ile r has fewe r than 10 employees or this Agreement is for less than$100,000, this Sole Source Agreement— 13 Revised 3.11.20tp P.O. No. SS No.: SS18- section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the Buyer 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, Sellercertifies that Seller's signature provides written verification to the Buyerthat Seller:(1)does not boycottlsrael;and (2)will not boycott Israel during the term of the contract. 38 INSURANCE REQUIREMENTS 38.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Ago egate (b) Automobile Liability.- $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Seller, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Actor any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all Sole Source Agreement— 14 Revi s ed 3.11.20tp P.O. No. SS No. : 5318- other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 38.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear.The term Buyer shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, Buyer of Fort Worth, 200 Texas Street, fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the Buyer prior to Vendor proceeding with any work pursuant to this Agreement. Sole Source Agreement— 15 Revised 3.11.2Otp P.Q. No. SS No.: SS18- Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. 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 httl)://vvivw.ethics.state.tx..us/foi-nis/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 Conflict of Interest in any business relationship that you might have with the Buyer, state Seller name in the # 1, use NIA in each of the areas on the form. However, a signature is required in the #4 box in all cases. Sale Source Agreement— 16 Revised 3.11.20tp P.O. No. SS No. : SS18- CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by W.B. 23, 80th Leg., Regular session. OFFICE USE ONLY This questionnaire is being tiled in accordance with Chapter 175,Local Government Code, by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and thevendor meets requirements under Section 176.006(a). By law this questic nnaire must be fi ieo w ith th e 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 tiled. See Section 176.006(a-1).Local Government Code. A vendor commits an offense if the vondar knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. 1J Name of vendor who has a bus€ness relatlonship with local governmental entity. Sc rim ,I•z` S -2�—'C-' C 2 Check this box Ifyou are f€ling an update to a previously filed questionnaire. (The lager requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer aboutwhom the information In this section is being disclosed. Name of Office: This section (item 3 including subparts A, 13, C, & ©) must be completed for each officer with whom the vendor has an employment or other business relationship as detined by Section 17&-001(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 �1income, from the vendor? 0'P�- F-� Yes No B. Is the vendor receding 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's ON 0 Yes 0 No C. is the filer of this questionnaire employed by a corporation or either 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? O/A E7 Yes F-1 No D. Describe each employment or business and family relationship with the local government officer named in this section. G t t� f (r aoab Signature of vendor n7ng business mth the governmental entity elate Adopted 8MM I S Sole Source Agreement— 17 Revised 3.11.20tp P.Q. No. SS No.: SS18- EXHIBIT C — SELLER CONTACT INFORMATION Seller's Name: (-C Seller's Local Address; Phone: LskS) Fax��1 3 �- Email: Name of persons to contact when placing an order or invoice questions: Name/Title P hone2 a�j3 Fax: Name/Title Phone(SSls —a34�3 Fax: `dtS Q79&-34-3 Email: 6 o, (9—P 1�� �c � , �a Cc1 Name/Title P hone: Fax: Email: Signature Printed Name Date Sole Source Agreement— 18 Revised 3.11.20tp P.O. No. SS No. : 5S18- EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Seller and to execute any agreement, amendment or change order on behalf of Seller. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Seller. Buyer is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Seller. Seller will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Seller. 1. Name: � me u� P os ition: ` ''�� e�` S ignature 2. Name: Position: Signature Signature of Preside nt/CEO/Managing Partner Title: Date Sole Source Agreement— 19 Revised 3.11.20tp P.O. No. SS No.: SS18- Sole Source Agreement— 20 Revised 3.11.20tp W11 ter. -3W JOHN THOMAS INC August 11, 2020 City of Fort Worth Transportation Public Works Department Mr David Chapman, This letter is to confirm that the Sentinel TM AFA❑ with the Galaxy AFAD Controller is a sole source product, manufactured, sold and distributed exclusively by John Thomas, Inc.. This product is purchased directly from John Thomas, Inc.. Sincerely, Kole Weaver President John Thomas, Inc. National Strategy On Highway Safety' JTltrafFie.eom TowardZeroDeaths.orq P: 888.447.7263 F: 888.335.3948 1560 Lovett Drive, Dixon, IL 61021 JOHN THIM=INCJ 1560 LOVETT DRIVE,DIXON,IL 61021 11/11/2020 00003353 Prepared for: City of FORTH Worth Texas Fort Worth,TX United States Product Product Description Quantity Sales Total Price J Price 010-1076 Solar Assist Kit 4.00 $1,050.00 $4,200.00 Battery Pack Battery Pack Upgrade Includes 2 additional 6 Volt Batteries and necessary wiring 4.00 $350.00 $1,400.00 Upgrade components. Sentinel TM AFAD Sentinel Trailer Mounted Automated Flagger Assistance Device 4.00 $12,850.00 $51,400.00 Terms&Conditions Notes 2 systems will be FOB DESTINATION We will give a TWO(2)year GUARANTEE on the two systems FOB DESTINATION Expiration Date 12/31/2020 Bob Burns rburns@jtitraffic.com (888)447-7263 Office (888)335-3948 Fax www.jtitraffic.com .O - L i � O 4w C — a O a x IA -• _CL � Z O °1 � cc Vma O C � O CL x X �+ H � V cu a s 40 am O LL From: Paris,Taylor To: Padiniarayila Baby,John Cc: Camarillo,Cristina;Williams.Jessika 1;Gonzales,Ronald;Tidwell,Allison;Garcia,Cynthia B. Subject: RE:Process for Contracts Executed by CPO Date: Wednesday,October 14,2020 3:16:13 PM Attachments: imaae002.Dna imaae004.Dna Hi John, I seethe step you are talking about in the AR.No,I am not advising that you not follow the AR.The procedure I discussed with Jo,it seems,pre-dates that step in the AR concerning purchasing sending a sole source purchase of goods agreement to CSCO. That said,I don't see that the AR contemplates additional legal approval in that process either(Purchase of Goods ONLY up to$100,000 and CAO determines that no additional legal review is necessary).It seems tome that in this scenario,,we have legal approval because it's our standard terms(just as before).That is why there is not a signature spot for legal approval. Long story short,please go ahead and route that renewal for signature and I will sign it. Moving forward,I do not think we need additional legal review forth is type of agreement(purchase of goods only with our standard terms). Taylor C.Paris Assistant City Attorney 200 Texas Street Fort Worth,Texas 76102 Tel:817-392-6285 TUlor.Paris&fortw orthtexas.go v City of Fort Worth—Working together to build a strong community. FORT WnRTH- RECIPIENTS-PLEASE CONTACT ME PRIOR TO FORWARDLN'G MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which they are addressed.This communication may contain material protected by the attorney-client privilege.If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient,be advised that you have received this e-mail in error and that any use, dissemination,forwarding,printing,or copying of this e-mail is strictly prohibited.If you have received this e-mail in error,please immediately notify Taylor C.Paris at the City of Fort Worth City Attorneys Office(817)392-6285. From:Padinjaravila Baby,John<J oh n.Pad i nja rav ila Ba by@fortworthtexas.gov> Sent:Wednesday,October 14,2020 2:31 PM To:Paris,Taylor<Taylor.Paris @fortworthtexas.gov> Cc:Camarillo,Cristina<Cristina.Camarillo@fortworthtexas.gov>;Williams,Jessika J<Jessika.Williams@fortworthtexas.gov>;Gonzales,Ronald <Ronald.Gonzales@fortworthtexas.gov>;Tidwell,Allison<Allison.Tidwell@fortworthtexas.gov>;Garcia,Cynthia B.<Cynthia.Garcia@fortworthtexas.gov> Subject:RE:Process for Contracts Executed by CPO Thank you Taylor, The original Sole Source is signed in March 2018.We stopped that process since it is not appropriate(to the best of my knowledge,it is stopped as advised by the Law department).The AR got approved in March 2020. Sorry,it is not clear to me.Is it the Law Department advising that no need of filling the contracts executed by CPO with City Secretary Office(which is required as perthe process map in page 51 of AR? Please feel free to contact me for any assistance. Thanks in advance. Respectfully, John From:Paris,Taylor Sent:Wednesday,October 14,2020 2:09 PM To:Padinjaravila Baby,John<John.PadinjaravilaBaby@fortworthtexas.gov> Cc:Camarillo,Cristina<Cristina.Camarillo@fortworthtexas.gov>;Williams,Jessika J<Jessika.Williams@fortworthtexas.gov>;Gonzales,Ronald <Ronald.Gonzales@fortworthtexas.gov>;Tidwell,Allison<Allison.Tidwell@fortworthtexas.gov> Subject:RE:Process for Contracts Executed by CPO Hi John, The sole source purchase of goods is essentially the same as the competitively bid purchase of goods.Since we do not have a bid,we send the vendor the sole source template with our standards terms.It's not a"contract"per se,it is just how we're getting our standard terms to the vendorwithout the underlying bid.Just as the bid scenario,we send them the cover sheet with our terms and they sign it and send it back.The sole source purchase of goods template was not sent to CSCO,it was just issued a PO.The renewal is the same. Taylor C.Paris Assistant City Attorney 200 Texas Street Fort Worth,Texas 76102 Tel:817-392-6285 TUlor.Paris&fortw orthtexas.go v City of Fort Worth—Working together to build a strong community. FoiR'P Wbux RECIPIENTS-PLEASE CONTACT ME..TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT CObIbIIINICATIONS. TM a-mail and any files transmitted with it are confidential and are intended solely for theme of the individual or entity to which they are addressed.This communication may contain material protected by the attorney-client privilege.If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient,be advised that you have received this e-mail in euor and that any use, dissemination,forwarding,printing,or copying of this e-mail is strictly prohibited.If you have received this e-mail in error,please immediately notify Taylor C.Paris at the City of Fort Worth City Attorneys Office(817)392-6285. From:Padinjaravila Baby,John<J oh n.Pad i nja ravi la Ba by@fo rtworthtexas.gov> Sent:Wednesday,October 14,2020 2:00 PM To:Paris,Taylor<Taylor.Paris @fortworthtexas.gov> Cc:Camarillo,Cristina<Cristina.Camarillo@fortworthtexas.gov>;Williams,Jessika J<Jessika.Williams@fortworthtexas.gov>;Gonzales,Ronald <Ronald.Gonzales@fortworthtexas.gov>;Tidwell,Allison<Allison.Tidwell@fortworthtexas.gov> Subject:RE:Process for Contracts Executed by CPO Thank you Taylor, 1) My understanding is all contracts signed by the City shall be filled with City Secretary Office(CSO).The process map in page 51 of AR states filling with the CSO.If it is wrong,please let me know. The Department is responsible for having he Vendor execute the contract and then ending to CPO for execution. Once fully executed,Purchasing will send to the CSO for filing. When it is returned to Purchasing, Purchasing will create a PSK. 2) Bids for procurement for goods only,there is no executed agreement.The City issues the solicitation document,bidder returns signed bid document and the City issues PO.The solicitation document,signed bid and PO togetherform the agreement.In case of Sole Source—there is no solicitation document and signed bid document. 3) Added signature block on first page of the attached document,if it is okay,please let us know-our staffwill route this document through Adobe sign. Please feel free to contact me for any assistance. Thanks in advance. Respectfully, John From:Paris,Taylor Sent:Wednesday,October 14,2020 1:09 PM To:Padinjaravila Baby,John<John.PadinjaravilaBaby@fortworthtexas.gov> Cc:Camarillo,Cristina<Cristina.Camarillo@fortworthtexas.gov>;Williams,Jessika J<Jessika.Williams@fortworthtexas.gov>;Gonzales,Ronald <Ronald.Gonzales@fortworthtexas.gov>;Tidwell,Allison<Allison.Tidwell@fortworthtexas.gov> Subject:RE:Process for Contracts Executed by CPO Hi John, Was the sole source template filed with City Sec.?If so,you can add a spot for our legal approval and I will sign off on it. But I don't believe it was because,generally,these types of agreements do not need to be routed through city sec.For example,if this was a bid procurement for goods only,you would not file through city sec.right?The reason being that the vendor is agreeing to our terms(which were provided by legal)and in the simple purchase of goods scenario legal has already approved of the terms.In the sole source scenario,the situation is the same.This is a simple purchase of goods with ourstandard terms.Just because it is an exempt purchase it does not need to be routed through city sec. So,the renewal would not need to be either. Taylor C.Paris Assistant City Attorney 200 Texas Street Fort Worth,Texas 76102 Tel:817-392-6285 Tavlor.Paris&fortw orthtexas.go v City of Fort Worth—Working together to build a strong community. Fatt�H. RECIPIENTS-PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for theme of the individual or entity to which they are addressed.This communication may contain material protected by the attomey-client privilege.If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient,be advised that you have received this e-mail in error and that any use, dissemination,forwarding,printing,or copying of this e-mail is strictly prohibited.If you have received this e-mail in error,please immediately notify Taylor C.Paris at the City of Fort W orlh City Attorneys Office(817)392-6285. From:Padinjaravila Baby,John<J oh n.Pad i nja ravi la Ba by@fo rtworthtexas.gov> Sent:Wednesday,October 14,2020 11:13 AM To:Paris,Taylor<Taylor.Paris @fortworthtexas.gov> Cc:Camarillo,Cristina<Cristina.Camarillo@fortworthtexas.gov>;Williams,Jessika J<Jessika.Williams@fortworthtexas.gov>;Gonzales,Ronald <Ronald.Gonzales@fortworthtexas.gov>;Tidwell,Allison<Allison.Tidwell@fortworthtexas.gov> Subject:Process for Contracts Executed by CPO Good morning Taylor, Thank you for the continuous support and sorry,need you r help again. Pursuant Purchasing AR section IV.A.a.(copied below),the City Manager has designated the City's CPO(Cynthia Garcia)to executing contracts meeting certain criteria.Please see attached Renewal falling under such criteria routed to file with City Secretary's Office and issuing City Secretary Contact number,which is returned initial for adding Contract Compliance Manager Signature.We added it and now returned for Legal endorsement or a letter from the Law Department(please see below email. To the best of my knowledge usual signing sheet is not required for such contracts and it is not included in the template provided by the Law Department for similar contracts(email attached).Will you please review and advice way forward? Link for AR:http://www.cfwnet.org/administrative-regulations/15-C12.pdf t wt+r.m.W>s�ixnes.eee.xne.Yn a File Fen View wines. Help imme mws oocu B ED Q OO 0 n - 0 P IV. PURCHASING RESPONSIBILITY AND ALJTHORITY A. IN GENERAL a. The City Charter requires that all contracts (including purchase orders or Informal Procurements without any formal written agreement) must be executed by the City Manager or staff specifically designated as an Assistant City Manager. b. By adoption of this Ad ministrative Regulation,the City Manager has designated the City's CPO or the Purchasing Manager in the CPO's absence,as an Acting Assistant City Manager solelyf❑r the purposes of executing agreements or otherwise authorizing or engaging in procurements that meet the following criteria: 1. Up to$50,000 for completed informal Procurements; 2. Up to$100,000 for completed Formal Procurements; 3. Up to$100,000 for Cooperative Agreement Purchases;and 4- Up to$100,000 for other exempted Purchases that have been approved by the City Attorney's Office. Pleasefeel free to contact me for any assistance. Thanks in advance. Respectfully, John From:Camarillo,Cristina Sent:Wednesday,October 14,2020 10:09 AM To:Padinjaravila Baby,John<John.PadinjaravilaBaby@fortworthtexas.gov> Subject:RE:Please sign SS_Landia_lnc_Renewal John, Do you have something from legal or can we just proceed with creating the PSK as is? Regards, Cristina From:McDonald,Sonia M. Sent:Wednesday,October 14,2020 9:46 AM To:Padinjaravila Baby,John<John.PadinjaravilaBaby@fortworthtexas.gov>;Camarillo,Cristina<Cristina.Camarillo@fortworthtexas.gov> Subject:FW:Please sign SS_Landia_lnc_Renewal Morning, Please see the email below from Ron Gonzales. I'm not sure how to proceed as he is asking for a letter from legal before the renewal is processed. Respectfully, Sonia-'Al._McDonaCd,-AdminAsst., C.C.C.1 Purchasing Division Fwis city HaCCLL Phone:817-392-8385 Front Desk:817-392-2462 Fax.817-392-8440 soma.mcdonaCd@fortworthtexas.gov "City of Fort Worth—Working together to build a strong community." FURTWORTHL From:Gonzales,Ronald Sent:Wednesday,October 14,2020 9:40 AM To:McDonald,Sonia M.<Son ia.M cDo nald @fortworthtexas.gov> Subject:RE:Please sign SS_Landia_lnc_Renewal Sonia, This document is not signed by Law. If it does not require their signature,we need a letter from them advising us that their review/signature is not required,before we process. Thank you. Ronald P.Gonzales,TRMC,MMC Assistant City Secretary 200 Texas Street,Fort Worth,Texas 76102 (817)392-6164 City of Fort Worth—Working together to build a Strong community FORTWORTHO From:Sonia.McDonald@fortworthtexas.gov<echosign@echosign.com> Sent:Wednesday,October 14,2020 9:15 AM To:Gonzales,Ronald<Rona ld.G onza les @fortwo rthtexas.gov> Subject:Please sign SS_Landia_lnc_Renewal CAUTION:This email originated from outside of the City of Fort Worth email system.Do not click any links oropen attachments unless you recognize the sender and know the content is safe. Sonia.McDonald@fortworthtexas.gov Has Sent You SS_Landia_Inc_Renewal to Sign Sonia.McDonald@fortworthtexas.gov says: 'Please review and complete SS Landia Inc Renewal." Click here to review and sign SS_Landia_Inc Renewal. You are one of a group of signers who can sign this document.Only one of you needs to sign.The group includes Mary.Kayser@fortworthtexas.gov, Ronald.Gonzales @fortworthtexas.gov. After you sign SS_Landia Inc Renewal,the agreement MLL be sent to Vania Soto.Then,aLL parties WRL receive a final.PDF copy by email. If you need to delegate this document to an authorized party for signature,please do not forward this email.Instead, click here to delegate. To evsure that you—t—mce—g our em&,please add e6—g.&&h ig—toy—dd—buck¢safe fi t From: Padiniaravila Baby,John To: Akin,Traci M Cc: Fowler,Megan;Cone.Jeff; Kadva.Ashley D.; Paris,Taylor; Dean.Jessica Subject: Purchase of Automated Flagger Device;Sole Source Contract Execution Date: Thursday,October 22,2020 12:22:14 PM Attachments: Sole Source Purchase of Goods Template-Automated Flagger Device-Sianed.pdf Adobe Sian Tips by VS.DOCX Adobe Sian Training Handout.docx Law Department Email-Process for Contracts Executed by CPO.PDF imaae004.r)na imaae005.pna imaae006.i)na imaae007.i)na Good afternoon Traci, Please see attached email from the Law Department and the City Secretary Office (CSO), requiring following steps: 1) Contract Compliance Manage (CCM)to be signed on all City Secretary Contracts—added signature block in second page. Please obtain CCM signature. 2) Please see attached Adobe Sign Tips. Please route it for following signatures: a. CCM —TPW Representative for this agreement b. CPO—Cynthia Garcia c. City Attorney—Not applicable, since it is with Standard Terms and conditions. However, please attach email to the Adobe sign as a second attachment to avoid CSO rejecting it d. CSO—as detailed in Adobe Sign Tips 3) Submit a PeopleSoft Form (New PSK from CSCO) after obtaining CSCO number from CSO. Note: In future, please revise the template to have all above signatures. Please feel free to contact me for any assistance. Thanks in advance. Respectfully, John From: Fowler, Megan Sent:Thursday, October 22, 2020 8:16 AM To: Cope, Jeff<Jeffrey.Cope@fortworthtexas.gov>; Padinjaravila Baby, John <Joh n.Pad i nja ravi la Ba by@fo rtworthtexas.gov> Subject: FW: City of Fort Worth Purchase of Automated Flagger Device Wouldn't the dept now just submit a psk renew form? Megan Fowler From: Paris, Taylor Sent: Wednesday, October 21, 2020 9:54 AM To: Fowler, Megan <Megan.Fowler(cDfortworthtexas.gov>; Kadva, Ashley D. <Ashley.Kadva(@fortworthtexas..Qov>; Akin, Traci M <Traci.Akin(cDfortworthtexas..Qov> Cc: Black, Doug<Douglas.Black(@fortworthtexas.gov> Subject: FW: City of Fort Worth Purchase of Automated Flagger Device Megan and Ashley, Please work with Traci to get this agreement finalized on the City's end.The vendor has already signed the agreement (attached). It just needs to be completed on our end. Thank you, Taylor C. Paris Assistant City Attorney 200 Texas Street Fort Worth,Texas 76102 Te1:817-392-6285 TUlor_Paris(.fortworthtexas_gov City of Fort Worth Working together to build a strong community. FoRTWORTH. RECIPIENTS-PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which they are addressed.This communication may contain material protected by the attorney-client privilege.If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient,be advised that you have received this e-mail in error and that any use,dissemination,forwarding,printing,or copying of this e-mail is strictly prohibited.If you have received this e-mail in error, please immediately notify Taylor C.Paris at the City of Fort Worth City Attorney's Office(817)392-6285. From: Akin, Traci M <Traci.Akin(cDfortworthtexas.gov> Sent: Wednesday, October 21, 2020 9:50 AM To: Paris, Taylor<Taylor.Paris(cDfortworthtexas.gov>; Black, Doug <Douglas.Black(@fortworthtexas.gov> Subject: RE: City of Fort Worth Purchase of Automated Flagger Device Taylor, Thank you for the information! The attached Sole Source Purchase Agreement and Exhibit E and Exhibit F is what was sent to the vendor. I have also attached the Sole Source Purchase Agreement that was received back from the vendor signed. Traci Akin Sr.Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORT WORTH. How am I doing? Please contact my supervisor: iessica.deanafortworthtexas.gov From: Paris, Taylor Sent: Wednesday, October 21, 2020 9:22 AM To: Akin, Traci M <Traci.Akinna fortworthtexas.gov>; Black, Doug <Douglas.Blackna fortworthtexas.gov> Subject: RE: City of Fort Worth Purchase of Automated Flagger Device Traci, What was sent to the vendor for signature? Looking at your emails below, the split between "needs additional legal review" concerns the terms of the agreement. If we are using our standard terms then no additional legal review is needed. If they have their own terms (say, attached to their invoice) or want to make changes to our terms, then additional legal review it needed. Our template for the purchase of goods is attached. If they have signed this/will sign it without any changes, then there is no need for additional legal review. Thank you, Taylor C. Paris Assistant City Attorney 200 Texas Street Fort Worth,Texas 76102 TC1:817-392-6285 Taylor_Paris(o.fortworthtexas_gov City of Fort Worth Working together to build a strong community. FORT TH. RECIPIENTS-PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which they are addressed.This communication may contain material protected by the attorney-client privilege.If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient,be advised that you have received this e-mail in error and that any use,dissemination,forwarding,printing,or copying of this e-mail is strictly prohibited.If you have received this e-mail in error, please immediately notify Taylor C.Paris at the City of Fort Worth City Attorney's Office(817)392-6285. From: Akin, Traci M <Traci.Akin(cDfortworthtexas.gov> Sent: Wednesday, October 21, 2020 9:17 AM To: Black, Doug<Douglas.Black(@fortworthtexas.gov> Cc: Paris, Taylor<Taylor.Parisna fortworthtexas.gov> Subject: RE: City of Fort Worth Purchase of Automated Flagger Device The division will deploy the equipment.The vendor will only be delivering the equipment once it is purchased. Traci Akin Sr.Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORT WORTH . How am I doing? Please contact my supervisor: iessica.deanafortworthtexas.gov From: Black, Doug Sent:Tuesday, October 20, 2020 9:34 PM To: Akin, Traci M <Traci.Akin(@fortworthtexas.gov> Cc: Paris, Taylor<Taylor.Pa ris(cDfortworthtexas..Qov> Subject: RE: City of Fort Worth Purchase of Automated Flagger Device Traci—who is deploying the equipment?Will the vendor do anything more than deliver this thing to us? Thanks, db Douglas W Black Senior Assistant City Attorney 200 Texas Street Fort Worth,Texas 76102 817-392-7615 Direct Doug_Black ofortworthtexas_gov Due to the ongoing coronavirus pandemic,the Fort Worth City Attorney's Office has implemented a department-wide telework and all staff, except the City Attorney, are working remotely. You may communicate with me by using my customary email address and telephone extension number. City of Fort Worth Working together to build a strong community. Reim RECIPIENTS -PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which they are addressed. This communication may contain material protected by the attorney-client privilege. If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient,be advised that you have received this e-mail in error and that any use, dissemination, forwarding,printing, or copying of this e-mail is strictly prohibited. If you have received this e-mail in error,please immediately notify Doug Black at the City of Fort Worth City Attorney's Office (817) 392-7615. From: Akin, Traci M Sent:Tuesday, October 20, 2020 14:10 To: Black, Doug<Douglas.Blackna fortworthtexas.gov> Subject: FW: City of Fort Worth Purchase of Automated Flagger Device Good afternoon Doug, Can I please get your help in creating the contract for this sole source purchase of an automated flagge r? Traci Akin Sr. Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORTWORTH. How am I doing? Please contact my supervisor: iessica.deanafortworthtexas.gov From: Fowler, Megan Sent:Tuesday, October 20, 2020 2:07 PM To: Akin, Traci M <Traci.Akin(cDfortworthtexas.gov> Cc: Kadva, Ashley D. <Ashley.Kadva(@fortworthtexas..Qov>; Cope, Jeff <Jeffrey.Cope(@fortworthtexas.gov> Subject: RE: City of Fort Worth Purchase of Automated Flagger Device Good Afternoon Traci, Please get with your attorney to create the contract. Thank you, Megan Fowler From: Akin, Traci M Sent:Tuesday, October 20, 2020 1:43 PM To: Fowler, Megan <Megan.Fowler(cDfortworthtexas.gov> Cc: Kadva, Ashley D. <Ashley.KadvaPfortworthtexas.gov>; Cope, Jeff <Jeffrey.Cope(@fortworthtexas.gov> Subject: FW: City of Fort Worth Purchase of Automated Flagger Device Good afternoon, I wanted to reach out to see if I could get clarification on what the next step is in the process for a sole source.The CAO has determined that the proposed purchase qualifies as Chapter 252 exemption (exemption form attached), legal approved the sole source agreement to be sent to the vendor, vendor sent the sole source agreement back signed. Am I to get with legal for creating the contract or will purchasing prepare the contract? Traci Akin Sr. Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORTWORTIL How am I doing? Please contact my supervisor: iessica.deanafortworthtexas.gov From: Akin, Traci M Sent: Monday, September 21, 2020 12:30 PM To: Kadva, Ashley D. <Ashley.Ka dva(cDfo rtwo rthtexas.gov> Subject: FW: City of Fort Worth Purchase of Automated Flagger Device Ashley, I wanted to follow up with you on the contract for the Automated Flagger Device. I have looked at the AR and am still unclear as to who will be preparing the contract. • If the purchase is for Goods ONLY up to $100,000.00 and CAO determines that no additional legal review is necessary, the contract is prepared by CPO and sent to the Department to have the vendor execute the contract. • If it is for the purchase of goods only that requires legal review, the department will work with their attorney to complete the contract. How do I know if additional legal review is necessary?The exemption form for the sole source purchase has been approved and the vendor has signed the sole source agreement which was approved by legal prior to sending to the vendor. Traci Akin Sr.Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORT WORTH . How am I doing? Please contact my supervisor: iessica.deanCa�fortworthtexas.gov From: Akin, Traci M Sent:Tuesday, September 15, 2020 1:58 PM To: Kadva, Ashley D. <Ashley.Kadvana fortworthtexas.gov> Subject: FW: City of Fort Worth Purchase of Automated Flagger Device Good afternoon Ashley, I wanted to follow up with you on the contract for the sole source purchase of the automated flagger. Will purchasing be preparing the contract or will I need to get with legal to work on a contract? Traci Akin Sr.Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORT WORTH . How am I doing? Please contact my supervisor: iessica.deanafortworthtexas.gov From: Akin, Traci M Sent: Friday, September 11, 2020 10:32 AM To: Kadva, Ashley D. <Ashley.Kadvana fortworthtexas.gov> Subject: RE: City of Fort Worth Purchase of Automated Flagger Device Ashley, I am not sure which path I am to be following.The CAO has determined that the proposed purchase qualifies as Chapter 252 exemption (exemption form attached), legal approved the sole source agreement to be sent to the vendor, vendor sent the sole source agreement back signed. Am I to get with legal for creating the contract or will purchasing prepare the contract? Traci Akin Sr. Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORTWORTH- How am I doing? Please contact my supervisor: iessica.deanafortworthtexas.gov From: Kadva, Ashley D. Sent: Friday, September 11, 2020 9:40 AM To: Akin, Traci M <Traci.Akin(cDfortworthtexas.gov> Subject: RE: City of Fort Worth Purchase of Automated Flagger Device Traci, Please refer to page 51 of the Administrative Regulations. http://www.cfwnet.org/administrative- regulations/15-C12.pdf Ashley Kadva Buyer Purchasing Division City of Ft. Worth, Texas 200 Texas Street Ft. Worth, Texas 76102 817.392-2047 (office) 817.392.8440 (fax) Ashley.kadvana fortworthtexas.gov Your opinion matters! Please complete this short Purchasing Survey_ to provide us valuable feedback on how we can better serve you. City of Fort Worth — Working together to build a strong community. F RT WORTH$: Follow Fort Worth M M A M From: Akin, Traci M Sent:Thursday, September 10, 2020 6:21 PM To: Kadva, Ashley D. <Ashley.Kadvana fortworthtexas.gov> Subject: FW: City of Fort Worth Purchase of Automated Flagger Device Ashley, I am in receipt of the signed sole source agreement that is attached for the purchase of an automated flagger device. Please let me know what the next step is to get a PSK created. Traci Akin Sr.Administrative Assistant TPW/Streets and Stormwater Operations Phone: 817-392-5193 Fax: 817-392-5168 City of Fort Worth Working together to build a strong community. FORT WORTH . How am I doing? Please contact my supervisor: iessica.deanafortworthtexas.gov From: Anne Brousil [mailto:abrousilna ititraffic.com] Sent:Thursday, September 10, 2020 4:51 PM To: Akin, Traci M <Traci.Akinna fortworthtexas.gov>; Kadva, Ashley D. <Ash ley.Kadvana fortworthtexas.gov> Cc: Robert J. Burns <rburnsna ititraffic.com> Subject: City of Fort Worth Purchase of Automated Flagger Device CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments unless you recognize the sender and know the content is safe. Traci, Completed Sole Source Purchase Agreement per your request. Please let us know if you need any additional information. Thanks, Anne Anne Brousil John Thomas, Inc. 1560 Lovett Drive Dixon, IL 61021 (888)447-7263