HomeMy WebLinkAboutContract 54179-R1CSC No. 54179-A1
CITY OF FORT WO TH CSC No. 54179-R1
CONTRACT RENEWAL NOTICE
June 14, 2021
SharpLogixx, LLC.
Attn: Robin Pfaff, President
340 North Broadwav, Ste 335
Green Bay, WI 543030
Re: Contract Renewal Notice
Contract No. CSC No. 54179-A1 (the "Contract")
Renewal Term No. 1: July 22, 2021 to July 21, 2022
The above referenced Contract with the City of Fort Worth expires on July 21, 2021 (the
"Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City.
This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.�ov/purchasin� to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Brenda Rav
Sr. Contract Com�liance S�ecialist
Brenda.ray (a�fortworthtexas.gov
Contract Renewal
C�] � � CN I=1 �:� X�Z�7:� �7
CITY SECRETARY
FT. WORTH, TX
CSC No. 54179-A1
ACCEPTED AND AGREED:
CITY OF FORT WORTH
l/��� .� Gl/�����t�
ValerieWashington(Jun15,20211453C )
By.
Name: Valerie Washin t�on
Title: Assistant Cit,y Mana�er
Date: Jun 15, 2021
APPROVAL RECOMMENDED:
By: Jim Davis
Title: Fire Chief
J s Davls (Jun 15, 20210834CDT)
ATTEST:
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Name: Mary Kayser
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
-.� -,.�.
B�I; Mark Rauscher (Jun 14, 2021 22:06 CDT)
.l
Name: Mark Rauscher
Title: Assistant Fire Director
APPROVED AS TO FORM AND
LEGALITY:
cH✓istoahe✓ AustriA
B�/: Christopher ustria (Jun 15, 202114:09 CDT)
.J
Name: Christo�her Austria
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
Date Approved:
M&C: CONTRACT AUTHORIZATION:
M&C: 24089- 03- 2020 ( March 19, 2020)
and 24161- 04- 2020 ( Apri17, 2020)
(Form 1295 Certification No.: 2020- 642543
Contract Renewal
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 54179-A1
SharpLogixx, LLC
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By: �� '<I�._ � ��� �i
Name: Robin Pfaff
Title: President
Contract Renewal
C�] � � CN I=1 �:� X�Z�7:� �7
CITY SECRETARY
FT. WORTH, TX
CSC No. 54179-A1
FIRST (1) AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 54179
BETWEEN CITY OF FORT WORTH AND SHARPLOGIXX
This First (1) Amendment to Fort Worth City Secretary Contract No.54179 ("First (1)
Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation
and SharpLogixx LLC. ("Vendor").
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth
City Secretary Contract No. 54179 beginning July 22, 2020 (the "Agreement"); and ends July 21,
2021.
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the
Agreement to cover any non-warranty repairs.
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the
Agreement to increase the amount of the contract by 20%, to reflect the costs of the non-warranty,
repairs from $63,975.00 to $76,770.00.
NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein
by the through their duly authorized representatives, agree to the following terms, which amend
the Agreement as follows:
1. Paragraph 3 of the Agreement, titled Compensation, shall be deleted in its entirety
and replaced with the following language:
3. Compensation. City shall pay Vendor in accordance with the fee schedule of
Vendor personnel who perform services under this Agreement in accordance with the
provisions ofthis Agreement and Exhibit "B," — Price Schedule. Total payment made
under this Agreement for Initial Term shall not exceed the amount of Seventy-Six
Thousand, Seventy-Seven Hundred Dollars and Zero Cents ($76,770.00), and the
City makes no promise or guarantee of the total amount of work that will assigned to
vendor under this Agreement. Vendor shall not perform any additional services or bill
for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
2. The Agreement is further amended by replacing Exhibit A of the Agreement with
the EXhibit A attached to this First Amendment.
3. The Agreement is hereby further amended by replacing Exhibit B of the Agreement
with the Exhibit B attached to this First Amendment.
4. All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full farce and effect. OFFICIAL RECORD
CITY SECRETARY
First Amendment to Fort Worth City Secretary Contract No. 54179
FT. WORTH, TX
[Signature Page Follows]
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
ir�Cev�ie- YY�t��rtrr�
B�7: ValerieWashington(Mar31,2 10927CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: M a r 31, 2�21
Approval Recommended:
$y; � s o����s (Feb iz, zozi io-ou csT)
Name: James Davis
Title: Fire Chief
Attest:
By. f � �I�U ��z�
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Name
Title:
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Mary Ka.�
Ciry Secretary
VENDOR:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible far the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
-�-,.�.
Mark Rauschcr (Feb 12, 2021 05:18 CST)
Y'
Name: Mark Rauscher
Title: Assistant Fire Director
Approved as to Form and Legality:
CG��if�o. �G�e� �l�t�ia
B�7: ChrlstopherA istrla lFeb 15, 2021 P:53 CST)
Name: Christopher Austria
Title: Assistant City Attorney
Contract Authorization:
M&C: 24089-03-2020 (March 19, 2020) and
24161-04-2020 (Apri17, 2020)
1295:2020-642543
SharpLogixx, LLC
340 North Broadway, Ste 335
Green Bay, WI 543030
By:
Name: Robin Pfaff
Title: President
Date: 2/11 /2021
OFFICIAL RECORD
CITY SECRETARY
First Amendment to Fort Worth City Secretary Contract No. 54179
FT. WORTH, TX
.i
�� �
.i
P1417V3X SRV X1417� Extreme 3x: Compleke Partahle X-Ray
Sys#em including 14"x17"' HD Narrow Margir� DR Imager,
Mil-Grada Contro#ler, Advanced Long Range Wireless
Communications, Wired �ommunieations, Accessories, and
SmarlReyVision EdD Software packed in a custom
ruggedizec� shipping case. Includes 2-year system warranty
and 1-year haltery warranty
Notes:
Berry ComplianCe = Yes
All Compon�nts are Cauntry of Origin =
USA Lead iime = 5-12 weeks
Terms = Ne130
Shipping included CQNUS only
Purchase Order should he sent
First Amendment to Fort Worth City Secretary Contract No. 54179 Page 3 of 6
EXHIBIT A
SGOPE OF WORK
Non Warranty Repair for the DR Imager in SRV-1�513.
Note: The panel will resume the original 2 year warranty
from when it was first purchased (through Dec 2020). The
repaired parts will have a six month wareanty.
SharpLogixx, LLC will provide a loaraer panel prior to and
during the repair time.
Nofes:
Purchase orders should be sent to:
SharpLagixx, LLC
Attn: ftobin Pfaff
rpfaff@shar piogixx.com
340 North Broadway, Suite 355
Green Bay, WI 54303
First Amendment to Fort Worth City Secretary Contract No. 54179 Page 4 of 6
EXHIBIT B PRICE SCHEDULE
`'-� SmartRayVision�
� AlwaVs in rhr.� C'�e.-�r
For Expires: 6130l2020
E. J. Fishman
Fire Operakion Administeatibn
5D5 W. Felix Street
Fort Warth TX
76115 (817) 392-
6$50
Edward. Fishman a�FortWorthTexas.gov
Quote
#QT0010473
srbrzozo
Prepared by SharpLogixr, LLC
If yau have questions regarding this quokation, contact:
Joel Riling � VP, Governm8nt Programs �(817] 84534fi3 � joel.rilins�Ca�smartrewision.com
Thank you far ynur business!
P14tN3X SRV X1417� �xt�eme 3x: Complete Partabla X-R�y $fi3,975.00 $63,975.00
System including 14"x17" Hd Narrow Margin DR Imagee,
Mil-Grade Controtler, Advanced Long Range Wireless
Communicaiions, Wired Communocations, Acaessories, and
Sm8f1R8yVi5i6n EpD S6fttti'd�2 paCkBd in 8 Cu3tOR1
ruggedized shipping case. Includes 2-year system warrani}r
and 1-year battery warranty
Sutrtoial $63,975.00
IJ.S. Grour�d Shipping Includad
Total $63,J75.00
Notes:
Berry Compiience = Yes
All Cornponenis are Country of Origin =
USA Lead time = 8-12 weeks
Terms = Net34
Shipping included CONUS o�ly
PurChase Order Should be Sent
to:
SharpLagix�c, LLC
Attn: Robin Pfaff
rpfaff�sharplog i�cx. co
m
340 A3orth Broadway, Suike
355 Green Bay, WI 5430
First Amendment to Fort Worth City Secretary Contract No. 54179 Page 5 of 6
`"'� Smar�RaVVisionW
� Rlv;ays �n the Clear
For
E. J. Fishman
Fire Fort Worth Arsonl�omb Squad
715 Texas 5t
Fort Worth TX 76102
(817)392-6850
Edward. Fishman@FortWorthTexas. gov
QUOt�
#QT0010628
11/3/2020
Prepared by SharpLogixx, LLC
Expires: 12I2812020
If you have questions regarding this quotation, contact:
Joel Riling � VP, Government Programs �(817) 845-34fi3 � ioel.rilinq@smartravvision.com
Thank you for your busir�ess!
Paet #
$9,400.00
Subtotal
U.S. Ground Shipping Includad
Total
Notes:
Purchase orders should be sent io:
SharpLogixx, LLC
Attn: Robin Pfaff
rpfaff@s harplogi�. com
340 North Broadway, Suite 355
Green Bay, WI 54303
�" :a �i_.c;��x �'��" ��`� ��
II IIIII IIIIIIIIIII IIIIIIIIII
aroa�oszs
1 ot 1
Non Warranty Repair for the DR Imager in SRV-70513.
Note: T3�e panel will resume the original 2 year warranty
from when it was first purchased (through Dec 2020). The
repaieed parts will have a six month warranty.
SharpLogixx, LLC will provide a loanee panel prior to and
during the repair time.
,,,�
� . , �I ;� s7; ��'.� ,: a
$9,400.00
$9,400.00
$9,400.00
First Amendment to Fort Worth City Secretary Contract No. 54179 Page 6 of 6
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VENDOR SERVICES AGREEMENT
SharpLogixx, LLC
City Secretary Contract No.
54179
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
SharpLogi�, LLC ("Vendor"), each individually refened to as a"party" and collectively referred to as
the "Parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor ServicesAgreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Price Schedule;
4. Exhibit C— Verification of Signature Authority;
5. Exhibit D- Seller's Sole Source Justification Letter; and
6. Exhibit E- Sole Source Procurement Justification
Exhibits A, B, C, D, E which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the
terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall
control.
1. Sco�e of Services. Vendor shall supply City with a P1417V3X SRV X1417� Extreme 3x:
Complete Portable X-RaySystem including 14"x17" HD Narrow Margin DR Imager, Mil-Grade Controller,
Advanced Long Range Wireless Communications, Wired Communications, Accessories, and SmartRayVision
EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year
battery warranty. Exhibit "A" - Scope of Services more specifically describes the Services to be provided
hereunder.
1. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective
Date") and shall expire a year after ("Expiration Date"), unless ternunated earlier in accordance with this
Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the
same terms and conditions, for up to (2) Two-year renewal options, at City's sole discretion.
2.
3. C'.omnensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel
who perform services under this Agreement in accordance with the provisions ofthis Agreement and Ezhibit
"B," — Price Schedule. Total payment made under this Agreement for Initial Term shall not exceed the
amount of Sixty three Thousand and Nine Hundred and Seventy Five Dollars and zero cents
($63,975.00), and the City makes no promise or guarantee of the total amount of work that will assigned to
vendor under this Agreement. Vendor shall not perform any additional services or bill for expenses incurred
for City not specified by this Agreement unless City requests and approves in writing the additional costs for
such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
Vendor Services Agreement — Sharp Logixx, LLC Page 1 of 9
" �:
City Secretary Contract No.
4. Termination.
4.1 Written Notice. City or Vendor may ternunate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-a�ropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall ternunate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated
prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective
date of termination and Vendor shall continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of ternunation. Upon ternunation of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor shall return all
City provided data to City in a machine readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and ConfidentialInformation.
51 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. IN the event that any conflicts of interest arise after the Effective Date of
this Agreement, Vendor hereby agrees immediately to make full disclosure to City inwriting.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third pariy without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorizeddisclosure.
Vendor Services Agreement - Sharp Logi�, LLC Page 2 of 9
City Secretary Contract No.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to
this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance
notice of intended audits.
7. Indenendent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees,
Vendors and subVendors. Vendor aclrnowledges that the doctrine of respondeat superior shall not apply as
between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees,
servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall
in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subVendor of Vendor shall be entitledto any employment benefits from City. Vendor shall be responsible and
liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,
servants, employees or subVendor.
8. Liability andIndemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OREMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OREMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and ezpense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
Vendor Services Agreement — Sharp Logi�, LLC Page 3 of 9
City Secretary ContractNo.
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the cost
and expense of payment for claims or actions against City pursuant to this section, Vendor
shall have the right to conduct the defense of any such claim or action and all negotiations for
its settlement or compromise and to settle or compromise any such claim; however, City shall
have the right to fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In
the event City, for whatever reason, assumes the responsibility for payment of costs and
ezpenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with City in defense of such
claim or action. City agrees to give Vendor timely written notice of any such claim or action,
with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,
City's assumption of payment of costs or ezpenses shall not eliminate Vendor's duty to
indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own
ezpense and as City's sole remedy, either: (a) procure for City the right to continue to use the
software and/or documentation; or (b) modify the software and/or documentation to make it
non-infringing, provided that such modification does not materially adversely affect City's
authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City underlaw.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies
of the following types and minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
101 Covera�e and Limits
Vendor Services Agreement — Sharp Logi�, LLC Page 4 of 9
City Secretary ContractNo.
(a) Commercial GeneralLiability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) AutomobileLiability:
$1,000,000 - Each occurrence on a combined single limitbasis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state warkers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; eachemployee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors &Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
10.2
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor ofCity.
(c) A minimum of Thiriy (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shallbe
Vendor Services Agreement — Sharp Logi�, LLC Page 5 of 9
City Secretary ContractNo.
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management isrequired.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(� Certificates of Insurance evidencing that Vendor has obtained allrequired
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Comgliance with Laws. Ordinances. Rules and Re�ulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of
Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN
ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROMSUCHCLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other pariy, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other pariy by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Valerie Washin t�on,
Assistant City Manager 200
Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
SharpLo�ixx, LLC
Attn: Robin Pfaff
rpfa�,sharplo ig �.co
m
340 North Broadwav,
Suite 355
Green Bay, WI 54303
Firesales(a�howeandho
we.com Facsimile:
Vendor Services Agreement — Sharp Logi�, LLC Page 6 of 9
City Secretary Contract No.
14. Solicitation of Emgloyees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its ternunation, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other during
the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the
foregoing, this provision shall not apply to an employee of either pariy who responds to a general solicitation
of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powersor immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governin� Law / Venue. This Agreement shall be construed in accardance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. Headings not controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of thisAgreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are
to be resolved against the drafting pariy shall not be employed in the interpretation of this Agreement or
E�ibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension of
this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of eachparty.
23. Entirety of Agreement. This Agreement, including E�ibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of thisAgreement.
Vendor Services Agreement — Page 7 of 10
City Secretary Contract No.
24. Countergarts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thiriy (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconfornung
services.
26. Warranty of Product. Vendor shall not limit or exclude any express or implied warranties
and any attempt to do so shall render this agreement voidable at the option of the City.
27. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment Eligibility
Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this Agreement. Vendor
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no
services will be performed by any Vendor employee who is not legally eligible to perform such services.
VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately ternunate this Agreement for violations of this
provision byVendor.
28. Ownershin of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Wark Product"). Further,City
shall be the sole and exclusive owner of all copyright, patents, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part ofCity.
29. Signature Authoritv_. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto
as E�ibit "C". Each pariy is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
Vendor Services Agreement — Page S of 10
City Secretary Contract No.
30. Chan�e in Comgany Name or Ownershig. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
31. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accardance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement — Sharp Logi�, LLC Page 9 of 10
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
�•
By:
Valerie Washington (Ju122, 202010:49 COT)
Name: Valerie Washin on
Title: Assistant CityManager
Date: J U� ZZ� 2�2�
APPROVAL RECONIlVIENDED:
ATTEST
�� � � � ��.�� �b
,� � ' �:
�' : �' :
�.� ' �,
B :Yr�(/ �� U �'�'%;••��a''�r ,,.
y �::
Name: Mary J. Kayser
Title: City Secretary
VENDOR:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all performance and
reporting requirements.
ad,1��-.
By:
��s w Horton (��i n, zozo ii:a9 cor�
Name: James Horton
Title: Fire Lieutenant
APPROVED AS TO FORM AND LEGALITY:
Cli�/ItD,dGt2��l�tst�/�
By:
ChristopherA stria(Ju121,202011:O5CDT)
Name: Christo,pher Austria
Title: Assistant CityAttomey
CONTRACT AUTHORIZATION:
M&C: 24089-03-2020 (March 19, 2020) and
24161-04-2020 (Apri17, 2020)
1295: 2020-642543
ATTEST:
� _ ii
B37; Robin A. Pfaff (Jul 16, 2020 : B37.
Name�obin A. Pfaff Name:
Title: President / COO Title:
Date: �„I 1 � �n�n
ur.r�j cv-`
� �, :��
-,.�:�°.
t --
Vendor Services Agreement — Sharp Logixx, LLC ' `�g�'���.����� ��
k
. . :
�' �
. �'
la ��""b^L�e �a``r .n€ � , l ��.a�+1
i � � �
1 P1417V3X SRV X1417� Extreme 3x: Complete Portable X-Ray
System including 14"x17" HD Narrow Margin DR Imager,
Mil-Grade Controller, Advanced Long Range Wireless
Communications, Wired Communications, Accessories, and
SmartRayVision EOD Software packed in a custom
ruggedized shipping case. Includes 2-year system warranty
and 1-year battery warranty
Notes:
Berry Compliance = Yes
All Components are Country of Origin =
USA Lead time = 8-12 weeks
Terms = Net30
Shipping included CONUS only
Purchase Order should be sent
EXHIBIT B PRICE SCHEDULE
Quote
#QT0010473
5/6/2020
Prepared by SharpLogixx, LLC
`"�_�/' SmartRay�/isic�n�
�� Alv;ays in the �!ear
For Expires: 6/30/2020
E. J. Fishman
Fire Operation Administration
505 W. Felix Street
Fort Worth TX
76115 (817) 392-
6850
Edward. Fishman@FortWorthTexas.gov
If you have questions regarding this quotation, contact:
Joel Riling � VP, Government Programs �(817) 845-3463 � loel.rilinq(�smartrawision.com
Thank you for your business!
P1417V3X SRV X1417� Extreme 3x: Complete Portable X-Ray
System including 14"x17" HD Narrow Margin DR Imager,
Mil-Grade Controller, Advanced Long Range Wireless
Communications, Wired Communications, Accessories, and
SmartRayVision EOD Software packed in a custom
ruggedized shipping case. Includes 2-year system warranty
and 1-year battery warranty
$63,975.00
Subtotal
Notes:
Berry Compliance = Yes
All Components are Country of Origin =
USA Lead time = 8-12 weeks
Terms = Net30
Shipping included CONUS only
Purchase Order should be sent
to:
SharpLogi�oc, LLC
Attn: Robin Pfaff
rpfaff@s h a rp I og ixx. co
m
340 North Broadway, Suite
355 Green Bay, WI 5430
U.S. Ground Shipping Included
Total
$63,975.00
$63,975.00
$63,975.00
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
ADDRESS
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
City is entitled to rely on any current executed Form until it receives a revised Form that has been properly
executed by Vendor.
Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
��
Robin A. Pfaff (Jul 16, 2020 :
Signature of President / CEO
otnerT�t�e: President / C00
Date: �ul 16, 2020
Exhibit D
Seller's Sole Source
Justification Letter
"_JSmartRayVision"'
��
January 1, 2019
To whom it may concern:
This letter has been written to confirm that SmartRayVision X-Ray system is a sole source
product. The hardware kit and application software is sold and distributed exclusively by
SharpLogixx, LLC.
SharpLogixx, LLC maintains all copyright privileges for their products and these products must
be purchased directly from the company.
SharpLogixx, LLC warrants that no other items or products are available for purchase that would
serve the same purpose or function and there is only one price for the above-named product.
If you desire additional information, please contact me at 817-845-3463, or by e-mail,
j oelriling�a� smartrayvision. com.
Sincerely,
Joel E.
Riling
CDR USN Ret.
VP Government Programs
Cell: 817 845-3463
j oel.riling�a, smartrayvision. com
340 North Broadway St., Suite 355 Green Bay, WI 54303 877-638-3868
FoRT �VYo t��r H
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION
FORM
This form must be provided when requesting to make a purchase over $50,000 without
followin�public biddin�requirements.
Instructions: Fill out the entire form with detailed information. Once you have completed this
form, provide it to the Purchasing attorney for review. The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible. If you are printing this form to provide to Legal, please do not
provide the Primer portion. Failure to provide sufficient information may result in follow up
questions and cause a delay in the attorney's determination.
Section 1: General Information
Requesting Department: Fire Department Name of Contract Manager: _James Horton
Department's Attorney: Christopher Austria ltem or Service sought: Smart Ray Vision
Digital XRay System
Vendor: _Sharplogixx LLC Current Agreement for item/service: Yes No X
CSC #:
How will this item or service be used:
This compact x-ray source and processing system will improve the bomb squad's capability to
obtain high quality digital x-ray images of suspected improvised explosive/WMD dispersal
devices in a wide range of situations. Additionally, the system will allow the Bomb Squad to more
effectively conduct forensic examination of destructive devices, as well as evidence from scenes
including:
1. Screen cargo, conveyances, mail, baggage, and people using information-based and
physical screening technology and processes.
2. Conduct operations to render safe and dispose of CBRNE hazards in multiple locations and
in all environments, consistent with established protocols.
3. Conduct tactical counterterrorism operations in multiple locations and in all environments,
consistent with establishedprotocols.
4. Prioritize physical evidence collection and analysis to assist in preventing initial or follow-
on terrorist acts.
Page 1 of 4
Section 2: Exemption Justification
Please indicate which exemption vou believe applies to the purchase and provide information to
su�ort its a�licabilitv. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality;
a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery, equipment, or
other property;
a procurement for personal, professional, or planning services;
a procurement for work that is performed and paid for by the day as the work progresses;
a purchase of land or a right-of-way;
X a procurement of items that are available from only one source, including:
a purchase of rare books, papers, and other library materials for a public library;
^paving drainage, street widening, and other public improvements, or related matters, if at
least one-third of the cost is to be paid by or through special assessments levied on property that
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business & Commerce Code;
(C) by a political subdivision of this state, a state agency of this state, or an entity of the
federal government; or
(D) under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity; or
advertising, other than legal notices.
Please �rovide details and facts to explain wh�vou believe the exemption agnlies to the
nurchase. You may also attach documentation to this form.
The digital �ay system will be used by members of the bomb squad to xray hazardous
devices, which pose a public threat, at public and mass gathering events. The unit currently
possesses
two of these digital �ay systems and will use this system to operate additional teams at incidents
Page 2 of 4
and events. This xray is compatible with the systems already owned by the bomb squad. The
units must be compatible because it is a proprietary system. Components and connections from
different manufacturers will not work together. Fire reviewed the market and found that there
were no other �ay systems that are compatible with our current system. Additionally, no other
system offers remote imaging, which is necessary for the work the unit is being purchased to
perform.
Section 3: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if
the City were to be challenged on this purchase? Yes or No
Was there anything not included on this form or attached hereto that was relied on in making
this determination? Yes or No
✓
�
If yes, please explain:
Emails ith FWFD and staff; VendorSole Source Letter
APPROVED:
� �.,,��
Taylor Paris
Assistant City Attorney
Page 3 of 4
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal
purchases. If you have questions about the information provided or need additional
information, please contact your department's assigned attorney.
1. A procurement made because of a public calamity that requires the immediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve
the property of the municipality. This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents. This is a factual determination that will be used when the purchase
directly impacts public health and safety. Please note, this is generally a very narrow exception.
3. A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property. Damage or immediately foreseeable damage that is caused by an
unexpected event. This will generally be used when a natural disaster or unforeseen failure
occurs that impacts other property.
4. A procurement for personal, professional, or planning services;
Professional services are not defined under Chapter 252, so there is no precise
definition to follow. However, the Texas Attorney General has suggested that a
professional service
comprehends labor and skill that is `predominately mental or intellectual, rather than physical
or manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray
Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney
General has also opined that "professional services" no longer includes only the services of
lawyers, physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized requirements
of that profession and the mental and intellectual skill required by the person while
performing the service. Purchases of goods are not professional services.
5. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining whether a
purchase is of a good or service that is available from one source, you should not consider price or
time to receive the good or service. The information needed to support this exemption, is that no
other provider can provide the service or category of good except for the vendor you are proposing.
Some examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor would void
the warranty; purchase of a good that is copyrighted or trademarked and only provided by one
vendor. Page 4 of 4