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HomeMy WebLinkAboutContract 55246-R2CSC No. 55246-R2 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE November 2, 2022 Remotec Inc. Attn: Cynthia Williams, Contract Administrator 353 J.D. Yarnell Pkwy Clinton, TN 37716 Re: Contract Renewal Notice Contract No. CSC No. 55246-R2 (the "Contract") Renewal Term No. 2: February 1, 2023 to January 31, 2024 The above referenced Contract with the City of Fort Worth expires on January 31, 2023 (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.goy/purchasing to ensure 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 Ray Sr. Contract Compliance Specialist Brenda.ray( ,,fortworthtexas.gov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 3 CSC No. 55246-R2 ACCEPTED AND AGREED: CITY OF FORT WORTH ✓Jw--- ByValerie Washington (Dec 19, 202212:08 CST) Name: Valerie Washington Title: Assistant City Manager Date: APPROVAL RECOMMENDED: By J s Davis (Dec 15, 2022 20:34 CST) Name: Jim Davis Title: Fire Chief ATTEST: �7a��r2tte C GooA'aCG By:Jannette S. Goodall (Dec 19, 2022 13:33 CST) Name: Jannette Goodall 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. By: Mark Rauscher (Dec 9, 202215:55 CST) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City AttorneX CONTRACT AUTHORIZATION: WKI OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 CSC No. 55246-R2 Remotec Inc. By: tu" WIUA�O Name: Cynthia Williams Title: Contract Administrator Contract Renewal Page 3 of 3 CSC No. 55246 CSC No. 55246-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE January 6, 2022 Northrop Grumman Systems Corp - Remotec Inc. Attn: Cynthia Williams, Contract Administrator 353 J.D. Yarnell Pkwy Clinton, TN 37716 Re: Contract Renewal Notice Contract No. CSC No. 55246-Rl (the "Contract") Renewal Term No. 1: February 1 2022 to January 31 2023 The above referenced Contract with the City of Fort Worth expires on January 31, 2022 (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 hq://fortworthtexas.goy/purchasing to ensure 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 Ray Sr. Contract Compliance Specialist Brenda.rayna,fortworthtexas. gov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 3 CSC No. 55246 ACCEPTED AND AGREED: CITY OF FORT WORTH BY: Valerie Washington (Jan 18, 2022 11:38 CST) Name: Valerie Washington Title: Assistant City Manager Date: Jan 18, 2022 APPROVAL RECOMMENDED: By: Jim Davis Title: Fire Chief dz2f -6ops Davis (Jan 10, 2022 13:49 CST) ATTEST: By: Jannette S. Goodall (Jan 19, 2022 09:42 CST) Name: Jannette Goodall Title: City Secretary p�k-0�0"OIMO' FORr�a f J o�100 00 �( d 0 o d 0.0 000000000 ,a a nExAsbaa 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. By. Mark Rauscher(Jan 10, 202211:25 CST) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: By: Name: Christopher Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: NI A 1295: NI A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 CSC No. 55246 Peraton Inc. Remotec Inc. WIUUM.4 By:tohk& Name: Cynthia Williams Title: Contract Administrator OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 3 of 3 CSC No. 55246 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Northrop Grumman Systems- Remotec Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal corporation. Seller agrees that this 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 — Seller's Quote 4. Exhibit C — Seller's Sole Source Justification Letter; 5. Exhibit D — Sole Source Procurement Justification; and 6. Exhibit E — Conflict of Interest Questionnaire. Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Furthermore, the total payment amount made under this Sole Source Purchase Agreement shall not exceed the amount of Twenty -Five Thousand Dollars and Zero Cents ($25,000). Furthermore, the City makes no promise or guarantee of the total amount of work that will be assigned to Seller under this agreement. Additionally, total payments to Seller during any Renewal Term shall not exceed the amount of Twenty -Five Thousand Dollars and zero cents ($25,000) in any given Renewal Term. 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. [signature page follows] Sole Source Purchase Agreement — Remotec OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ACCEPTED AND AGREED: CITY OF FORT WORTH Valerie Washington By: Valerie Washington (Feb 1, 021111:28 CST) Name: Valerie Washington Title: Assistant City Manager Feb 1, 2021 APPROVAL RECOMMENDED: J s Davis 28, 202116:13 CST) By: Name: James Davis Title: Chief of Fire ATTEST: By: Name: Mary J. Kayser Title: City Secretary Northrop Grumman Systems Corp -Remotec Inc. 353 J.D. Yarnell Pkwy. Clinton, TN 37716 By: .ram, W-(Z(�W& Name: -Cynthia WIlliams Title: Contract Administrator Sole Source Purchase Agreement — Remotec 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. By: Jame Horton(Jan 28,202115:45C7 Name: James Horton Title: Fire Lt. APPROVED AS TO FORM AND LEGALITY: a kn6vP6i ,4c gnLa' By: Christopher Abstria (Feb 1, 20211L•27 CST) Name: Christopher Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A - 24089-03-2020 (March 19, 2020) and 24161-04-2020 (April 7, 2020) Form Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A CITY OF FORT WORT _ TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subvendors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The consultant, Vendor(s), supplier, Vendor(s)or other provider of goods and/or services, its officers, agents, servants, employees, vendors and subvendors who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 TERM 3.1 The term of this Agreement will commence upon the last date that both the Buyer and the Seller have executed this Agreement (the "Effective Date ") and shall continue in full force and effect until one (1) year after, 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. 5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position Sole Source Purchase Agreement — Remotec Page 3 of 28 Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter) 6.0 ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non-payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery 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, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to designate what method of transportation shall be used to ship the goods. Sole Source Purchase Agreement — Remotec Page 4 of 28 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. 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 Sole Source Purchase Agreement — Remotec Page 5 of 28 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, 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 Sole Source Purchase Agreement — Remotec Page 6 of 28 connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 18.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with SELLER in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give SELLER timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, SELLER shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing 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 Sole Source Purchase Agreement — Remotec Page 7 of 28 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. 22.0 TERNIINATION 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, Sole Source Purchase Agreement — Remotec Page 8 of 28 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 conflict between the contract documents, the order of precedence shall be these Standard Terms and Conditions, and the Seller's Quote. 27.0 APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 28.0 INDEPENDENT VENDOR(S) Seller shall operate hereunder as an independent Vendor(s) and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and sub - vendors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subvendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subvendors. Sole Source Purchase Agreement — Remotec Page 9 of 28 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 HIND 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. LIABILITY WILL BE CAPPED AT THE VALUE OF THE AGREEMENT. 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 HIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS OFFICERS, AGENTS, SUBVENDOR(S)S, SERVANTS OR EMPLOYEES. 30.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 31.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 32.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Sole Source Purchase Agreement — Remotec Page 10 of 28 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-DISCRIlVIINATION This contract is made and entered into with reference specifically to Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents, vendors or subvendors, have fully complied with all provisions of same and that no employee, participant, applicant, Vendor(s)or subVendor(s)has been discriminated against according to the terms of such Ordinance by Seller, its employees, officers, agents, Vendor(s)or subvendors herein. 34.0 IlVMGRATION NATIONALITY ACT City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 35.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 36.0 RIGHT TO AUDIT Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three (3) years after final payment under this contract, and at no additional cost to Buyer, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Seller involving transactions relating to this Sole Source Purchase Agreement — Remotec Page 11 of 28 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 subvendors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subvendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subvendors against Buyer arising out of Seller's and/or its subvendor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. 38.0 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -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 Sole Source Purchase Agreement — Remotec Page 12 of 28 written verification to the City that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract 40.0 INSURANCE REQUIREMENTS 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%. 40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease — Policy limit $100,000 Disease — Each Employee This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 40.2.2 Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following: premises/operations, independent vendors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. Sole Source Purchase Agreement — Remotec Page 13 of 28 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). 40.3 ADDITIONAL INSURANCE REQUIREMENTS 40.3.1 The City, its officers, employees and servants shall be endorsed as an additional insured on Vendor's insurance policies excepting employer's liability insurance coverage under Contractor's workers' compensation insurance policy. 40.3.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Vendor can begin work. Failure to supply and maintain such insurance shall be a breach of contract. Contractor shall provide complete copies of all insurance policies required by this Agreement. Certificates of insurance must be supplied to: Financial Management Services Department Attention: Purchasing Division SS- 200 Texas Street (Lower Level) Fort Worth, Texas 76102 40.3.3 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. Each insurance policy shall be endorsed to provide the City a minimum 30 days' notice of cancellation, non- renewal, and/or material change in policy terms or coverage. A ten (10) day notice shall be acceptable in the event of non-payment of premium. 40.3.4 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. Deductible limits, or self -funded retention limits, on each policy Sole Source Purchase Agreement — Remotec Page 14 of 28 must not exceed $10,000.00 per occurrence unless otherwise approved by the City. 40.3.5 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. 40.3.6 Workers' compensation insurance policy(s) covering employees of the Vendor shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 40.3.7 City shall not be responsible for the direct payment of insurance premium costs for Vendor's insurance. 40.3.8 Vendor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. 40.3.9 While this agreement is in effect, Vendor shall report, in a timely manner, to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 40.3.10 Vendor's liability shall not be limited to the specified amounts of insurance required herein. Sole Source Purchase Agreement — Remotec Page 15 of 28 NORTHROP GRUMMAN REMOTEC REMOTEC, INC. SERVICE DEPARTMENT QUOTE 3/31/2020 353 J.D. Yarnell Pkwy Terms: Net 30 Days Clinton, TN 37716 Phone: (865) 483-1492 Prices are F.O.B. Clinton, TN Fax: (865)483-1436 E-mail: RemotecService@NGC.com Delivery: 180 Days After Receipt of Order Attn: Caylor,Jack Or Sooner h is pricing is valid for 90 days. CMPNY: Fort Worth Fire Department ATTN: Fishman, Edward ROBOT MODEL: F6/HD ADDR: 715 Texas Street ROBOT S/N: Multiple Fort Worth QUOTE #: Q-15085 TX,76102 'HONE: 817.392.6850 Desk RMA# N/A =AX: (817.392.6855 =mail: Edward.Fishman@FortWorthGov.org PAGE 1 OF 1 ITEM DESCRIPTION PART NO. QTY. UNIT PRICE TOTAL PRICE 1 F6 Track B2400-1013-FT 6 $ 271.00 $ 1,626.00 2 HD Chassis Track B3860-1013 2 $ 1,331.00 $ 2,662.00 3 HD Articulator Track B3600-1012 2 $ 302.00 $ 604.00 Shipping Via: FedEx $ 30.00 TOTAL COST $ 4,922.00 ALL QUOTES REQUIRE APPROVAL Business Management Approval Contracts Approval EMAIL APPROVAL FROM STEPHANIE BAILEY 1 /%,, 4/r _ 1A?; ff:.._. _ (1) Prices listed are for sales in U.S.A. only. Export prices are available upon request. (2) Add travel, labor and subsistence costs if training is located at customer's facility. (3) All products have a one-year warranty. Extended Maintenance Contracts are available. (4) Prices are based upon acceptance of REMOTEC's Terms and Conditions (attached). Any deviation from these conditions may result in a price increase. Sole Source Purchase Agreement — Remotec Page 16 of 28 NORTH RO P GRUM MAN REMOTEC REMOTEC, INC. SERVICE DEPARTMENT QUOTE Date: 8/5/2020 353 J.D. Yarnell Pkwy erms: Net 30 Days Clinton, TN 37716 Phone: (865) 483-1492 Prices are F.O.B. Clinton, TN Fax: (865)483-1436 E-mail: RemotecService@NGC.com Delivery: 180 Days After Receipt of Order Attn: Wasserman,Rick Or Sooner h is pricing is valid for 90 days. CMPNY: Fort Worth Fire Department ATTN: Fishman, Edward ROBOT MODEL. F6B ADDR: 715 Texas Street ROBOT SIN: F816955-01Y000712 Fort Worth QUOTE #: Q-15256 TX, 76102 PHONE: 817.392.6850 Desk RMA# FAX: (817.392.6855 Email: Edward.Fishman@FortWorthGov.org PAGE 1 OF 1 ITEM DESCRIPTION PART NO. QTY. UNIT PRICE I TOTAL PRICE Wrist roll motor B3860-2421 1 $ 1,100.00 $ 1,100.00 Shipping Via: TOTAL COST $ 1,100.00 ALL QUOTES REQUIRE APPROVAL Business Management Approval Contracts Approval EMAIL APPROVAL FROM STEPHANIE BAILEY I —'ff' (1) Prices listed are for sales in U.S.A. only. Export prices are available upon request. (2) Add travel, labor and subsistence costs if training is located at customer's facility. (3) All products have a one-year warranty. Extended Maintenance Contracts are available. (4) Prices are based upon acceptance of REMOTEC's Terms and Conditions (attached). Any deviation from these conditions may result in a price increase. (5) Pricinq does not include any taxes, fees or other related items unless specifically called out. Sole Source Purchase Agreement — Remotec Page 17 of 28 NORTHROP� GRUMMAN I Northrop Grumman Systems Corporation Remotec 353 JD Yarnell Parkway Clinton, TN 37716 EDWARD FISHMAN, FORT WORTH FIRE DEPARTMENT 715 TEXAS STREET FORT WORTH, TX 76102 817.392.6850 EMAIL: EDWARD.F/SHMAN ,FoRTWORTHGOV.ORG Sep, 24 2020 Mr. Fishman, REMOTEC, A Subsidiary of Northrop Grumman, is the sole manufacturer and distributor for the ANDROS family of Hazardous Duty Robots including the following models/series: FX, Wolverine, Mk V-All, F6A, F613, Mini II, HD, and Titus. Included in that are also all related upgrades, accessories, parts, training, refurbishments and service. This applies to you in relation to Quote: Q-15256 and Q-15085 for a replacement parts to be used on your Andros F6a+ serial # FB16955-01Y000712 Our COFDM 5 watt Hybrid Radio System (Part Number C2456-8440) is a Radio System designed and produced by Remotec exclusively for our mobile robotic platforms and unmanned ground vehicle systems. (Patent No 7633852) Our ANDROS Robots are in use by police departments in all 50 states and many different organizations in 52 countries around the world. Some of these organizations include all branches of the U.S. Military, the Federal Bureau of Investigation and the U.S. Secret Service. REMOTEC's ANDROS systems have a unique articulated track design, which is patented under U.S. Patent No. 4,746,9n, Patent No. 4,923,831 and Patent No. 5,022,812. REMOTEC is the only manufacturer that offers the articulated track design. REMOTEC does not have any product dealers or resellers within the United States. All parts are sold and all service is performed directly from REMOTEC's facility located In Clinton, Tennessee. If you have any questions, please feel free to contact me at (865) 483-1492. The use of any non -approved "After Market" accessories or communication links may limit the warranty or the ability to obtain an extended warranty on your ANDROS system. This may also limit customer support capabilities and can also result in additional cost for repairs.. Sincerely, RICK WASSERMAN REMOTEC SERVICE DEPARTMENT 353 J. D. YARNELL PARKWAY CLINTON, TN 37716 PH. 865-483-1492 FAX: 865-483-1436 REMO TECSER VICE(&-NGC. COM Sole Source Purchase Agreement — Remotec Page 18 of 28 FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORA Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Requesting Department: Section 1: General Information Fire Name of Contract Manager: James Horton Department's Attorney: Item or Service sought: Goods: Service: Repair of bomb squad robot and batteries Anticipated Amount: Approximately S25,000 Vendor: Northrop Grumman Systems Corp- Remotec Current/Prior Agreement for item/service: Yes No X CSC or Purchase Order *: Amount: Projected M&C Date: NA How will this item or service be used? This request is to repair a bomb squad robot that is approximately 15 years old but still in service. This request will be used to purchase replacement tracks and fix a wrist motor. Additionally the robot is in need of new batteries in order to function. The company is still troubleshooting the battery issue and it is not known if new batteries are needed or if the old batteries can be recalibrated. Page 1 of 7 Sole Source Purchase Agreement — Remotec Page 19 of 28 Section 2: Claimed Exemntion and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; A procurement for personal, professional, or planning services; A procurement for work that is performed and paid for by the day as the work progresses; A purchase of land or a right-of-way; Pavina drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interloeal 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 Sole Source Purchase Agreement — Remotec Page 2 of 7 Page 20 of 28 Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. This purchase will be used to maintain a bomb squad robot which is necessary for public safety. In addition this is for repairs to a piece of equipment owned by the city. This equipment is specialized and proprietary in nature and repairs must be completed by the manufacturer. These repairs are necessary to maintain a large robot within the bomb squad which is required as part of our federal NIMS typing. Section 3: Claimed Sole -Source Exemption and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions X *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? This is a proprietary niece of equipment used by military and public safety bomb squads We obtained a letter from the vendor indicating their status a sole source vendor of this item Repair of the product with aftermarket parts could void any warranty. Page 3 of 7 Sole Source Purchase Agreement — Remotec Page 21 of 28 Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Did you attach a sole source justification letter? X yes no Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). This is a public safety bomb robot and only available to militar rand Public safety bomb squads from the manufacturer. Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? �/ Yes No. Was there anything attached to this form that was relied on in making this determination? ✓ Yes No. If yes, please explain: Sole source letter from vendor Was there anything not included on this form or attached hereto that was relied on in making this determination? Yes ✓ No. If yes, please explain: Will the standard terms and conditions apply? ✓ Yes No. Will the contract require special terms? Yes ✓ No. Will the contract require review by the department attorney? ✓ Yes No. Approved By: Date: 11.12.2020 T ylor Paris / Jo Pate Page 4 of 7 Sole Source Purchase Agreement — Remotec Page 22 of 28 Sole Source Purchase Agreement — Remotec Page 23 of 28 Assistant City Attorney Page 5 of 7 Sole Source Purchase Agreement — Remotec Page 24 of 28 Sole Source Purchase Agreement — Remotec Page 25 of 28 EXEMPTION FORM PRIMER Below are explanations and examples of common exemptions that could apply to City purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney or the appropriate purchasing attorney. A procurement necessary to preserve or protect the public health or safety of the municipality's residents; Examples of activities that have been found to fall within this exception include ambulance services; solid waste collection and disposal; and first -responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. 2. A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old, worn out roofs or windows would not meet this exception. A procurement for personal, professional, or planning services; Personal services are ones that are unique to the individual providing them. Therefore personal services contract cannot generally be subcontracted or assigned. Professional services are not defined under Chapter 252, so there is no precise defmition to follow. There is no universal definition of this term, however, "several cases suggest that it... is `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maayland Casualty Co. v. Cray T ater 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 leaming, 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. 4. 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. A sole source does not exist solely on the basis of personal or departmental preference or a desire to keep all units the same brand or make. The information needed to support this exemption is that no other provider Page 6 of 7 Sole Source Purchase Agreement — Remotec Page 26 of 28 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 7 of 7 Sole Source Purchase Agreement — Remotec Page 27 of 28 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23. 84th Leg., Regular Session. This questionnaire is being filed in accordancewith Chapter 17G, Local Government Code. by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be iledwith the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed_ See Section 176.006(a-), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section, 176.006. Local Government Code -An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. this box if you are filing an update to a previously filed FORM CIQ OFFICE USE ONLY Cale Rii:sewed fThe law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.). Name of local government officer about whom the information In this section Is being disclosed. Name of Officer This section (item 2 including subparts A. B, C. & D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a). Local Government Code_ Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? =Yes =No e. Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local government officer named in this section AND the taxable income is not received from the local a(wernmental entity? = Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more? =Yes =No D. Describe each employment or business and family relationship with the local government officer named in this section. Signature of vendor doing business w th toe governmental entity Date Adoot_d 6:712015 Sole Source Purchase Agreement — Remotec Page 28 of 28