The URL can be used to link to this page

Home My WebLink AboutContract 53577-R1cscNa.53577-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE May 24, 2021 Paradi m Traf�c S stems tnc Attn: Jerry Priester 22Qt E. Division Arlington, TX 76011 Re: Contract Renewaf Notice Contract No. CSC No. 53577 Renewal Term No. 1: Februar,y 12, 2021 to February I 1, 2022 The above reFerenced Contract with the City of Fort Worth expires on February 12, 2021 {the "Expiration Date"). Pursuant to the terms Contract, the Contract may be renewed by the mutual cansent of the parties far up to 4 one-year renewal terms. This letter will mernorialize tlie collective desire of the parties ta renew the Contract for its 1 renewal term, which will begin immediately after the Expiratian Date. A1� other terms and co�ditions of the Contract remain unchanged. Please return this signed acknowledgement letter ta the address set farth belov�� acknowled�ing receipt of the Contract Renewal Notice. Pleas� log onto i'eopleSoft Purchasing at http:l/fort�vo�thtexas.�ov�u�-clTasing to insure that your company information is correct and up-ta-date. If you have any qu�stions concerning this Contract Renewal Notice, please contact me at the telephone number listed be[ow. Sincerely, � �' Adrian Olguin 817-392-7239 OFFICIAL RECORD CITY SECRETARY FT. W�RTH, TX Contract Renewal CSC No. ACCEPTED AND AGREED: CITY OF F012T WORTH �G�IZ�'v � . �/,�/ Dana Burghdoff (May 27, 20 23:23 PDT By: Na��e: Dana Bur hdoff Title: Assistant City Manager APPROVAL RECOMMENDED: � William (May 27 20211L25 CDT) By: Name: William M. Johilson Title: Director ATTEST: By: �� " � `�� Name: Mary J. Kayser Title: City Secretary �,d-d�unn�� , °�°��ORT �ad� 0 0 0�� j�o° °� i�� °T. � C> g o a � o 00 *� �� °_00000�_ ,� CONTRACT COMPLIANCE MANAGER; �y signing I acknowledge that ] am the person responsible for the monitoring and administration ofthis contract, includin� ensuring all perfor�na�zce and reporting requirements. ��`'� � � B : � � Y Name: Adria� Title: Superintendent APPROVED AS TO FORM AND LEGALITY: � (�.•.-�— By: Name: Paris Taylor Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: Form 1295 Certification No.: OFFICIAL RECORD CITY SECRETARY Contract Renewal FT. W�RTH, TX �ITY SECRETAR��_ , �. C��ITRACT N0. J�3 J� i FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE VENDOR AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Paradigm Traffic Systems, 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 Vendor Contact Information 5. Exhibit D Verification of Signature Authority 6. Exhibit E Seller's Sole Source Justification Letter 7. Exhibit F Sole Source Procurement Justification; and 6. Exhibit G Seller's Proposal Exhibits A, B, C, D, E, F and G, 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 $28,278. 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. their duly authorized representatives to be effective as of the date signed below. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS] �FC � cr F�B 2 2V�1; �1'pFFo O?p C/�SF�A� q�qTH Sole Source Agreement ,� — - _ _ ,.-. _ : - - � ��I��A�. R��[� � � �oT1i �ECR�7`�� i ��' ��,A��i'F f �'' `, �.�_._ Revised 7.6.�18cg IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples, this 12th day of February , 2020. CITY OF FORT WORTH i'' by: �� G.a��`�ry Assistant City NI� ager R o m ded b: , NAME TITLE APPROVED AS TO F AND LEGALITY by: �;- Jo ate . Assistant Citv Attornev , � � ��=��`�'=°:�s ATT City Secretary M&C — No M&C Required VENDOR by: me: Jeny rieste : President �a` �� t�� ., ��•�� : �`� � _�: : �, � �� ,. " t `_, d��. � :�'�. , 'r"+v"�,'e: a..�;��•<; , ti � Contract Compliance Manager: By signing I aclrnowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. /�L��,t%y(( ��— NAME µaY,� Cox�� TITLE �g ;�,�;�5 (V�c�.r�ar�z r Sole Source Agreement �EFo��A6� �E��6�� ; C�� E��2E�A�� " �T ��`��9�. ��K � ._ ._ __.._.. -_ . Revised 7.6.18cg 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 consultant, vendor(s), supplier, or other provider of goods and/or services, its officers, agents, servants, employees, vendors and subcontractors 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 the date of execution of this Agreement (the "Effective Date") and shall continue in full force and effect until one year from that date, unless terminated earlier in accordance with the Provision of this Agreement. 3.2 Buyer shall have the sole right to renew this Agreement for 4 additional one-year terms. If Buyer desires to exercise an option to renew, Buyer will notify Seller in writing of its intention to renew. Compensation to be paid during any option term shall be the same as is stated in the Initial Term, unless agreed to in writing by both parties. 4.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth (the "City") may be requested by a member of the public under the Texas Public 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. The Parties agree that nothing contained in this Agreement is considered proprietary and this agreement may be released in the event that it is requested. 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 Sole Source Agreement Revised 7.6.18cg 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) 6.0 ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subcontractors 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. 9A 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. 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, Sole Source Agreement 4 Revised 7.6.18cg 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. 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 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. Sole Source Agreement Revised 7.6.18cg 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 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 shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17.0 SOFTWARE 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 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, Sole Source Agreement Revised 7.6.18cg 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 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) Sole Source Agreement 7 Revised 7.6.18cg 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 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. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. Sole Source Agreement 8 Revised 7.6.i8cg 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 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 Sole Source Agreement 9 Revised 7.6.18cg 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 CONTRACTOR 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 subcontractor. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subcontractor. 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 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 Sole Source Agreement 10 Revised 7.6.18cg SELLER, ITS OFFICERS, AGENTS, SUBCONTRACTORS, 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 Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery, notice is considered received upon delivery. 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 subcontractors, have fully complied with all provisions of same and that no employee, participant, applicant, Vendor(s)or subcontractor(s)has been discriminated against according to the terms of such Ordinance by Seller, its employees, officers, agents, Vendor(s)or subcontractors herein. 34.0 IMMIGRATION NATIONALITY ACT Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility Sole Source Agreement 11 Revised 7.6.18cg documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision 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 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 subcontractors 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 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. Sole Source Agreement 12 Revised 7.6.18cg 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 CONTRACTING 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 REOUIREMENTS 40.1 Seller shall assume all risk and liability for accidents and damages that may occur to persons or property during the prosecution of work under this Agreement. Seller shall file with the City of 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%. Sole Source Agreement 13 Revised 7.6.18cg 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 accidentloccurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 40.2.2 Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following: premises/operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. 40.2.3 Auto Liability Insurance shall be provided as follows: $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non-owned. 40.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of insurance documenting the required insurance prior to the commencement of services. 40.2.5 Policies shall be endorsed to provide the City of 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). Sole Source Agreement 14 Revised 7.6.18cg 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 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, andior 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 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 Sole Source Agreement 15 Revised 7.6.18cg coverage maintained by City shall not be called upon to contribute to loss recovery. 40.3.9 While this agreement is in effect, Vendor shall report, in a timely manner, to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 40.3.10 Vendor's liability shall not be limited to the specified amounts of insurance required herein. Sole Source Agreement 16 Revised 7.6.18cg 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 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 a�t httn://www.ethics.state.tx.us/forms/CIp.pdf. 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. Sole Source Agreement 17 Revised 7.6.18cg P.O. No. SS No. : 5518- CONFIiCT OF INTEREST QUESTIONNAIRE For vendor doin�} buslnesB with local gavemmenta! eniity This quesUonnWt rolMcts chsng�s msae 10 tha Irw Dy M.B. 3�. blth L�g. ikgu{ar 8asaion. This questionnt�iru is boing filed in accordan� wrlh Chapter 17�, Local Govomment t`.ode, by a vendorNrhn has ab�ns�tess relat�r►ship as defined by Section 1 T6.b01(1 •a} w�th a bc�l goverr►mentel entiry and the vendor meets requfrements under Section 176.U06(aj, By law thia qua�nnai� m�t be filadwith the �e000rcis aufrrrinistra�r ot the loc� governmer�tai �ntiry nol taler thsn 1he 7th business day ntte► the date Ihe vendor becomes aware qf Mcts Ihat r&quire tha glatem�M to b� filQd. Soe Section t 76.OtlG(a•1), Loql Govomment Cod�. A vendo► commita an oifanse H It►e vendor knowingly violAt4s Sectlon 176.006, Local Gavomment Code. An uifor�se under this section ia a misdemeancu. Mams ol venQorwho has a Duslnass reladonship wfih tocal govammanmi entlry. Paradigm Traffic Systenns, Inc. box Ilvou �te tllin� an undaaa �o a vrevioiis FORM CIQ o�acEusForar aaro Hocavoa {Tha Iaw raqukes that you Itle an updated completed quasuonnairo with 1he approprinte Bling auttwrlty not later U�an the 71h Uusiness day atter ths dete on which you becama aware thal tlre orlgituaty tiled questionrbire was irxomplete a inaccurate.l Neme ollocal govemmvrn otlloer abo+n whom �he IMormatlon In thls �eatloh Is being dlsCloeed. N/A r�„e o! or�o�� This sactron (item S i�ctuding subperts A. B. G, 8 D? must be corr�leted for each offiixr with wham the vand4r hes an e�nploymeM a o�►et busineaa ralaeonsNp as defined by S�sction 176.00i(1•ay, Local Cfovemrr�mt Code. Attach addiHona! pages to this Form CIO es neeesaary. A. !� the local gwemmsM olficer namtd in thia section receiving or SYce{y io reca'we t6ucabte Income, otfier than invesmier�i income� hum 1he ve»do� Q v,es Q n�, N/A B. !s ths vendor receivi� or �7ml�r to raceive taxable e�axne. �her than investm�nt income. kom or at the diraciion o[ t�w bcet government o�lk�r r►amed in Ntis section AND ths taxable income ie not receiaed hom the bcal gwarnmerthal et�dy? Q tre6 Q No N/A G. la tha fiker ot this t�setiwmaire employsd by e cotpcxcuadon nr olher business entity wNh respact to which U�e tocal �ovetrunent officer se�vea es an oHicar or �rector, or Frold� an ownerotdp int�e� of one percerrt or more7 Q Y� (� �o N/A D. Qeac�be eech emptoyment a business and tamily setationahjs wiSh the Ioca! govem+stec+t o{i� named "u� It►is asclia�. at very�Af Oo�ng 1�ness wAh the gover►xne�Nal eloLAy �,M�1� 1 AGoptad 817/24f5 Sole Source A$reement 17 Revised 7.6.18cg P.O. No. SS No. : SS18- EXHIBIT C— VENDOR CONTACT INFORMATION Vendor's Name: Facadigm Tta�iiG Svs�e�ns. Inc. Vendor's Local Address: 2201 E. Division Street Phone: 817-831-9�406 Fax: 81.i-8� I-94U7 .��r, , • .:: _�s'= - �- • = t: � :U.i ��_.t � or Name of persons to contact when placing an order or invoice questions: ?�arne!'�'i�le �heil�t�tf�c»v Phone: 817-831-�q{l6 Fax: 817-831-9�(i7 �_i #�.1 f' �..�_Yi. " I! d!% i� �� p1. �8111��`1f�G Phone: �msil: Fax: Na�n�tic Phone: Fax: �rr�ul: �.__. Rvan Zc,�ze� 2/6/2020 Signa J Printed Name Date Sole Source Agreement 18 Revised 7.6.18cg P.O. No. SS No. : SS18- EXHIBIT D VERiFICATION OF SIGNATURE AUTHORiTY Paradi�m Tra�c Systems, Inc. 2201 E. Division Street Arlin�ton, TX 76011 Vendor hereby agrees to pmvide City with independent audit basic financiat statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") heteby 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, resoludon, ordinance or other authorization of Vendor, City is fiilly entided to rely on the watranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (]0) business days if there are any changes to the signatory autho�ity. 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: Ii.yan �:nz�. Positi : Vice-President Sig�a ure �r� `�r. : _ �� ' '' � , �►'i�.u�i -: � �il :� � � .. Sign e of P siden EO/Managing Prtner Tide: ��;�t Date 2(6/2�0 Sole Source Agreement 19 Revised 7.6.18cg P.O. No. 55 No. : SS18- Date: uoi7020 Sole Source Agreement 20 Revised 7.6.18cg . R..• �t I � � � � . . . . . . ... . ... •W • November l, 2019 City of Fort Worth Texas To Whom It May Concern, This letter is in regard to the City of Fort Worth TX request for sole source designation, concerning the Applied Information line of systems to include the all of Applied Information offerings including Glance software, Glance Preempt and Priority Control System, cabinet monitoring, school beacon controllers, ITS devices and ancillary matched component equipment. Please be advised that Paradigm Traffic Systems, Inc. in the ONLY authorized Applied Information distributor of traffic products for the State of Texas. Paradigm Traffic Systems, Inc. has been authorized for product training, technical support, sales, warranty and overall support of the products. �incerely, � Peter �+�hley VP gusin�ss 4evelapment Ap�lied Infor�nativn inc. Applied Information Inc, 4411 Sirwanee Dam Rd, Suite 510, Suwanee, GA, USA Tel: +1-678-830-2170, Fax:+1-678-669-1686, Website: appinfoinGcom P.O. Box 55o8 — Arlington — Texas — 76005-55o8 817.831.9406 — fax 817.831.9407 www. pa ra d i g m traffi c. co m QUOTAT/ON TO: City ofFort Worth 5001 7ames Avenue Fort Worth, TX 76115 attn: Cedric Dorsey Pn: 817-392-7875 ema�i: Cedric.Dorsev(�a.fortwortht� DATE SLSMN I DELIVERY 11I712019 MH 30-45 Days ARO ITEM QTY** � 3 3 6 3 3 3 9 3 3 3 3 RFq: BuyBoard Contract # 524-17 Public Safety, Fire House Supply Equipment Traffic Signals 512-467-0222 ph 800-211-5454 fax .qaV FREIGHT SHIP VIA F.O.B. , TERMS PPD & Allowed Best Way Destination Net 30 DESCRIPTION UNIT PRICE Applied Information School Beacon Monitoring System School Zone Flasher Assembly Parts c/o: 90W Solar Panel w/Side of Pole Mounting Bracket 12" Driver Feedback Smart Sigp, FYG Face Color M75-12DFB-0002 w/Serial Cable Battery, Interstate 12V 100Ah Deep Cycle Battery Applied Information School Timer Switch & Cell Modem, AI-500-070 Glance License (AT-PT-07) Configuration (AT-PT-08), School Beacon Monitoring lOM (AT-PT-13)10 Year. Applied Information School Beacou DC Flasher Panel AI-900-011 (AC or DC Pancl) 2-Compartment Cabinet w/Corbin Lock & Pole Mount Hardware 1W-lSection Signal ($ 45.00) w/12",12VDC LED, Yellow ($ 70.00) Astro-Brac Sign Mounting Hardware For School Signs (Assembled) Aluminum pole base, (SP-1014-�'X) 20' Aluminum pole (PB-5102-20) Screw-In Anchor NOTE: PURCHASE ORDERS MUST BE PROCESSED THROUGH WWW.BUYBOARD.COM $46�.00 $2,630.00 $240.0a $3,162.00 $390.00 $600.00 $115.00 $150.00 $154.00 $400.00 $650.00 TOTAL OFFERED BY: Matt Hendricks Paradigm Traffic Systems, Inc. Federal ID# 75-2520341 li QUOTE # Q25523MH TOTAL PRICE 51,395.00 $7,890.00 a�,aao.00 $9,486.00 $1,170.00 51,800.00 �1,035.00 a450.00 $462.00 $1,200.00 $1,950.00 7S521A1H, Q3S174MH �7 TRA��1� _ �. ., ,,M a , =� .. , ;�, Division af h10R F�Sanufactu�ing S Y S T� M 5 November 7, 2019 City of Fort Worth Forth Worth,_Texas To Whom It May Concern: Please accept this letter as confirmation that Paradigm Traffic Systems is the sole source distributor of our Driver Feedback Signs here in Texas. We appreciate the partnership we've shared with them for many years and are confident they will provide you outstanding customer service in the representation of these products. Should you need further clarification, don't hesitate to contact me at 208-619-a102 or via email at khentemannCa�trafFcalm.com. Sincereiy, Gt,r-�-� /��-i � e rr� v c`.� Karen Hentemann Southern US Regional Sales Manager 5676 East Seltice Way Post Falls, Idaho 83854-7715 (855) 738-2722 Fax (208) 667-$157 WWW.7RAFFICALM.COM Page 1 of 1