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HomeMy WebLinkAboutContract 57256-R1CSC No. 57256-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE January 31, 2023 Ergoflex Systems, Inc. dba Xybix Systems, Inc. Attn: Doug Herman, VP of Sales 8207 Southpark Circle Littleton, CO 80120 Re: Contract Renewal Notice Contract No. CSC No. 57256-RI (the "Contract") Renewal Term No. 1: March 16, 2023 to March 15, 2024 The above referenced Contract with the City of Fort Worth expires on March 15, 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://fortw_orthtexas.gov/Turchasing 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 Purchasing, Manager Brenda.ray4fortworthtexas.gov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Conti -act Renewal Page 1 of 3 CSC No. ACCEPTED AND AGREED: CITY OF FORT WORTH Vim- O.A— By:valerie Washington (Feb 6, 202310:14 CST) Name: Valerie Washinpaton Title: Assistant City Manager Date: Feb 6, 2023 APPROVAL RECOMMENDED: By:J s Davis (Feb 6, 2023 09:53 CST) Name: Jim Davis I Title: Fire Chief - 4.p44UUn�� ATTEST: - f°R''�aa 0 .0 -o Pva g=d yp B C000000 EXA?gpa 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 (Feb 6, 2023 08:40 CST) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: BY: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: NIA OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of3 CSC No. IN Name: Contract Renewal Page 3 of 3 CSC No. 57256 FORT WORTH. SOLE SOURCE AGREEMENT This SOLE SOURCE AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and ERGOFLEX SYSTEMS, INC. DBA XYBIX SYSTEMS, INC. ("Vendor"), a Colorado Corporation and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Sole Source Services Agreement; 2. Exhibit A — Scope of Services or Goods; 3. Exhibit B — Price Schedule; 4. Exhibit C — Sole Source Exemption; 5. Exhibit D — Verification of Signature Authority Form; 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. In the event of any conflict between the terms and conditions of Exhibits A, B, C, D, or E and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. I. Scope of Services. Custom console furniture and installation ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on the date signed by Assistant City Manager ("Effective Date") and expires one year after ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, if mutually agreed upon by Vendor, to renew this Agreement under the same terms and conditions, for up to Four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation, for each year, under this Agreement will not exceed Twenty Thousand Five Hundred and Ninety -Two Dollars and Ninety -Five Cents ($20, 592.95). Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. CITY SECRETARY Page 1 of 22 FT. WORTH, TX 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation 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 will terminate 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. Payment is made at the initiation of the Services. In the event that this Agreement is terminated prior to the Expiration Date, no refund is provided. Upon termination of this Agreement for any reason, Vendor will 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 will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby states to the best of its knowledge 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 in writing. 5.2 Confidential Information. Each party, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by the other party ("Confidential Information") as confidential and will not disclose any such information to a third party without the prior written approval of the other party. 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 will promptly notify Vendor. It will be the responsibility of Vendor 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. Each party must store and maintain Confidential Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt Confidential Information in any way. A party must notify the other party immediately if the security or integrity of any Confidential Information has been compromised or is believed to have been compromised, in which event, the notifying party will, in good faith, use all commercially reasonable efforts to cooperate with the other party in identifying what Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 2 of 22 information has been accessed by unauthorized means and will fully cooperate to protect such Confidential Information from further unauthorized disclosure. b. Rizht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, 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 financial transaction 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 will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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 subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will 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, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE AND DIRECT PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS IN PERFORMANCE OF THE SERVICES. IN NO EVENT SHALL VENDOR BE LIABLE FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM VENDOR'S PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS AGREEMENT OR THE CONTRACT OR THE FURNISHING, PERFORMANCE, OR USE OF ANY SERVICES SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF VENDOR OR OTHERWISE. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMANDAGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER TANGIBLE PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 3 of 22 INCLUDING DEATH, TO ANY THIRD PARTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT DIRECTL Y CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS IN PERFORMANCE OF THE SERVICES. 8.3 INTELLECTUAL PROPERTYINDEMNIFICATION- 9. Assi nment and Subcontracting. 9.1 Assignment. Vendor will 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 will 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 will be 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, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must 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 Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will 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 workers' compensation laws where the Services are being performed Employers' liability Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 4 of 22 $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) 102 General Requirements (a) The commercial general liability and automobile liability policies must include City as an additional insured thereon, with respect to ongoing operations performed by Vendor for City. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Reetilations. Vendor agrees that in the performance of its obligations hereunder, it will 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 Iocal laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the Sole Source Agreement and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 5 of 22 transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: 14. To CITY: City of Fort Worth Attn: 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: Ergoflex Systems, Inc. dba Xybix Systems 8207 SouthPark Circle Littleton CO 80120 Main 303-683-5656 Fax 303-683-5454 15. Solicitation of Employees. Intentionally omitted. 16. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 17. 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 does not constitute a waivcr of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. GoverninL, Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. 19. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 20. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 6 of 22 Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 21. Headings_ not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 22. 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 party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 23, Amendments 1 Modifications 1 Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will 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 thirty (34) days from the date that the Services are completed. In such event, at Vendor's option, Vendor will 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 nonconforming services. 26. Immigration Nationality Act. Vendor must 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 will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. Intentionally omitted. 28. Signature Authority. The person signing this Agreement hereby warrants that they have 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor must 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 Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 7 of 22 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. 30. 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 accordance with Chapter 2271 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, 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 Agreement. 31. Prohibition on Boycotting Encr2y Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., SR 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32, Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 8 of 22 34. Entirety of Agreement. This Agreement, including all attachments and exhibits, 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 this Agreement. (Signature Page to Follow) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Valerie Washington (Mar 16, 2022 14:39 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Mar 16, 2022 APPROVAL RECOMMENDED: By: Jfiwfis Davis (Mar 14, 2022 11:59 CDT) Name: Tim Davis Title: Fire Chief ATTEST: Tgnnette S. Goo�%ll By: Jannette S. Goodall (Mar 17, 2022 07:10 CDT) Name: Jannette Goodall Title: City Secretary VENDOR: Ergoflex stems, nc. dba X ix Systems, Inc. By: Name: r-ws Title: y Date: f [ a 2, 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: Ryan y(Mar 13,202223:21 CDT) Name: Mark Rauscher Title: Fire Assistant Director APPROVED AS TO FORM AND LEGALITY: By: Name Title: Taylor, Paris Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: NIA Sole Source Agreement - and Ergoflex. Systems, Inc. dba Xybix Systems Inc. Page 9 of 22 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Custom Training. Console for Training Room at FAO. This console furniture will be built into our new Training Room, where new employees will train on the various equipment and the dispatch process. In addition: Vendor will ship equipment to City location Fire Communications/Dispatch office at 3000 West Bolt Street. City will prepare space, including removal of any and all equipment, in advance of Vendor coming to Fort Worth to ensure Vendor can proceed with installation without delay. Vendor will complete installation within one business day. Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 10 of 22 City Secretary Contract No. EXHIBIT B PRICE SHEDULE Xytxx Systems, Im Quote Number: 30298 8201 SouthPark Circle Littleton CO 80120 xybi XRevlston: Quote irate: 311012022 E Phone:303-863-5656 Fax: 3113-M-6454 Orig create Gala: 311012022 ta*nn Expires: fi1812022 Opp a: 0024075 Quote Terms: 1% 20 Days, NET 30 Days Pago: 1 of 3 QUOTE TO: Ac a: FORyWORTX01 SHIP TO: Fart Worth Polka Communications Derision 3000 W. Bolt Si Fort Worth 9-1-1 Communications Fort Worth. TX 76110 505 West Felix Street USA Fort Worth TX 76115 Salesperson, BRITTNEY MUSGRAVE Phone- (214) 727-1681 E.mall: bHMm*m@xybix.com Phone: Ernall: HGAC CONTRACT EGO?-20 •Ea& Litre 'Tax EA,," 03.10.2022-R3. Pmvious Qrna0eil31ll700. Had to update dim ro quarsrg sa+twers emx! TAN 02.21.2022- R3. Update qt( de to HGAC Pncrng,' TAN 02.03.2022 - R3. L"dme cables ro O splay Port/ TAN 12.01.2021 - R2. 6*W9!abbe to exyV TAN 01, 07.2021 - Rl, OumWFAN 01,04,2021-R4. t nmoing Crearkxd TAN P&ndwmc Friartrhr Sarcharge This fes is the icmperery vp0',aryii ive are expenencwrg far ,"4ppM .riOared casts and aeisys L1ne Part Nurn Dose ft Elfin Ust Ea. Disc. % Olsc. Price Net Prlce Panel Syetein Priced by the Linear Foci 1,00 EA $3,7G0.50 47.01; %. $1 q'13,07 S ; 993.07 Grade 3 Fatxie 12343-1-SS - 294481n -13.0 LF Q $212.001LF $2343-1-08 - 2948In - 3.5 LF $287,001LF Upper Tiles Fabric Color: TBD Grade 3 G2 Lower Tiles FabW Cdor. TBD Grade 3 G2 Panel Trim Color Black 1 01 13771 Panel Tile 11429-14HX30VY W-Fabm OPEN MARKET 1.02 13771. Panel Tile 11430-14HX36VV W-Fabric OPEN MARKET 1.00 EA $172.00 47.00 W.16 S91.16 1.00 EA $172.00 47.00% $91.16 _ $91.16 2.00 14486 3D. Ad} Table Worksurfam - Comer Dual 1.00 EA $2.313.00 47.00 % $1.225.89 $1.225,.t39 Surface - 66L x 66R - Cable Nitanagernr m Included 2.01 15701 L4 TANe Base 1.00 EA $6.052A0 47.0D % $3,207.56 53;207.56 Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 11 of 22 Xybix Systems, Im Quote Number: 30298 6207 SouthPark Circle 1 Littleton CO 80120 Phone:3W-683-5a5$ XYb1XRevision Quote date: 3110/2022 E Fax: 303-683-5454 i Orig Create bate: 311012022 teylom Expires: W802022 alOi@ Capp 0: 0024075 Terms: 1`.'t, 20 Days, NFT 30 Days Page: 2 of 3 Line Part Num 0esc Qty UJtN List Ea. Disr, % Dior, Price Not Price 4.00 16744• fNanitor Mount 3 - Rollervisaon - Corner 1.00 EA $4.943.00 47.00% $2.619 79 S2.619.79 Dual Surface - 66L x 66R 16676 - Std VESA Mount 2 H 12 Knuckle Qty = 3 Total: $2,580.00 - OPEN MARKET OPEN MARKET 4.01 155W Acrylic; G[ean;rng Kki 1.00 EA $i 14.00 47,00% $60.42 SW.42 5.00 14349 DtWay Port Cable 25 FT Male]Male 6.00 EA $88.00 47.00 % S46.64 $279.84 5.01 1613" 8.00 1179?.Bd,K uacacs0cu - neyooarEl annp-Gn UaUM Organizer Includes: 8 - US8 Parts T - RJ45 Port Power Bar - 10 Outlet With Blacis Sticker 6.01 11792-C R Power Bar - 10 Outlet VWth Orange Sticker 7.00 i6708. _ Axys Control System with Fan Base Price: $2,079A0 16707AXS - Neat - S582.00 - OPEN MARKET 16709AXS -Task Lights - 5519X - OPEN MARKET 16711AXS - F'ootwell Lghting - $156.00 - OPEN MARKET 16712A.XS - Down Blas Lighting - $155.00 - OPEN MARKET 16713AXS - Arc Lighting - $519.00 - OPEN MARKET 9 00 15463 Shelf Under Surface 19W x 9D - Metal 6.01 15476 Shelf Under Surface USB Charging Upgrade Assembly 10.00 12033-3b- Flip Top Return Worksurfaoa- 24Wx36D FT. 1.00 EA $602.00 47,00% $319.05 $319,0B 1.00 EA $195.00 47.00% SBZ68 $82.68 1.00 EA $156.00 47.001i S8168 $82.68 1.00 EA $4.009.00 47.00% $2,124.77 S2.124.77 1.W EA $14600 47.00% 1.00 EA $122.00 47.00 X tS77.3B $77.38 $64.66 $64.66 1.00 EA $516.00 47.0 % $273.48 $273.48 11.00 16M Cable Bridge Comer Angled Left Side 1.00 EA $229.00 47.00% $121.37 $121.37 11.01 16210 Cable Bridge Cc cner Angled Right Side 1.00 E4 $229.00 47.00% $121.37 $121.37 11.02 15484-30- CPU Cabinet - ERGO ACCESS finder 1.00 EA $1,485.00 47.00% $787.05 $787.05 FT, Work Surface 24Wx34.5D Wlth Flip Tap Hinge Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 12 of 22 xybix Systeirris, Inc. Quote Number: 30298 8207 SouthPark Cirde Littleton CO 80120 Quote Dale: 311012022 xyb• Revision: E Phone:303-663-5i656 ,,. Fax:303-693-i454 arig Create Data: 311012022 taylom Expires: W812022 {!pp 0: 0024075 Quote Terms: 1% 20 Days. NET 30 Days Page: 3 of 3 Line Part Mum Desc Cty Ulm List Ea. Dlsc, % Disc. Price Het Price 90.00 t6i39 Installers Kit Eagle Lime t.W LA 50.00 G iL, °, $0.00 $U.I)U 90.01 10166 Crating or Cradling Table for 5hiprnent 4.00 EA $201.00 040 % $201.00 $B04,00 99.OD Mer Other Charges dr Services A 1.00 EA $0.00 OM % $0600 $0.00 Line 125) . Allisesllaneous Chase . Detscriptian E act. Pric* 1.} LTL - Std with l.lfigate 1,38040 2.) Installation 4,497.02 3.} Pandemic Freight Surcharge 26"5 list Prtae Total $26.50Ul) Lines Total: $14.427.38 Line Maxellarwous Charges $6165667 Total: Taxes Total: $0.00 QuoU Total: $20,592.95 trote 1 All quoted taxes are eellmated. Any 9pplicable ImS, leas, permits, etc. must be added Ire this Quote. Nate 2. Mare Iromall"on is listed on quote it is Dowd in nonr911on lataar and on one sip for lnetallaDw only. CIOW t6 responal4le rw coor6rmlori of Teehntriens and other VardorwLantr"ore. Wailing time * 11 be charged at the raae 01 $75 Per men hour siraNM bins and S 1 i5 per man hwi tpr OT plus subsistence erpenaMa, Additionally Itis quote rx beyed upon a rernodei in an &*WV epaoe snWor new buldn0-completely Ilrmatted with a Certlricate of Occupancy. Any prolaa "" trb Garsvial Conaaetor Is edll on trio tttb Is oublea to additional charp9s. We sporeolme this opport nWy to provide this quote. Cur goal is to stbstandally Irrivove working comitiorta fa Your velvalole start. W'e look rorwwd to meeting with you to mv*w tiffs proposal m dblail. In the rrBanllrna please Owl heeitala to cia1 us with"queebons. Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 13 of 22 EXHIBIT C SOLE SOURCE EXEMPTION FORT WORTH CITY OF FORT WORTH CEUPTER 252 EXEMPTION FORM Instructions: FM out the entire farm with detaied infomtatien. Once you hair completed this fom provide it to the Purchasing attorney for review. The attorney wiU review the information you haw provided to detem>ine wbether 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 Fadure to provide sufficient information may result is foW% up questions and cause a delay m the attorney's determination Section 1: General Information Requs* Departnient: Name of Cantract Manager: Depastme= s A.ttonry: Item or Service sought: Goods: Senice: A»t ripated Amount: Vendor Current'Prior Agreement for item senice: CSC or Purchase Order Aixmw Projected M&C Date: James Tiw2ter PARIS. TAYLOR S 25.400M Ergoflex Svstems. Ind dba Xvbix Svstems Yes ❑ No 21 iNAI $21. 268.62 N A How wX this item or service be used? This console f unbrre win be built into our new TraEM Room. where new FAO e=brees will train on the Fd wen equwrw and the disuatchw process. Wage 1 of 7 Sole Source Agreement - and t rgotlex Systems, Inc. dba xyblx Systems Inc. Page 14 of 22 Sectiou?: Claimed Exemption and Justification (Other than sole sow-ce) NOTE - For a claimed sole -source exemption complete Section 3. Please indicate the eon -sole -source exemption you believe applies to the purchase and pr(nade information to support its applicability. Please refer to the Exemption Praiser for detailed information about cornmou exemptions: ❑ A procurement necessary to presen•e or protect the public health or safety of the City of Fort %Vorth`s residents: El A procurement necessary because of unforeseen damage to public machinery. equipment. or other prcpertm, Q A procurement for personaL professional or planning senices: A procurement for work that is performed and paid for by the day as the work progresses: Q A purchase of land or a right-of-way: F Paving drainage. street widening. and other public m4rovements. or related matters. if at least one-third of the cost is to be paid by or through special assessments levied on property that u-ill benefit from the improvements; f l A public inVo, vnrnt project. already in progress. audxMzed by the voters of the m un3cr}kal>ty_ for which there is a. deficiency- of fizids for completing the protect in accordance with the plans and purposes authorised by the voters. LL A payment under a contract by which a developer participates in the construction of a pubbc improvrenrnt as provided by Subchapter C. Chapter 212, LL Personal property- sold. • at anauction tw a state licensed auctioneer; • at a going out of business sale held in con-plLuKe with Subchapter F. Chapter 17. Business & Commerce Code: • by a political subdivision of this state. a state agency of thr, state. or an entity of the federal go%vf mrent_ or • tnxler an imterlocal contract for cooperatim purchasing admmistered by a regional planning conmmsiom established under Chapter 391: [1 Senwes performed by blind or severely disabled persons: Goods purchased by a nmmcipahty for subsequent retail sale by the nnniicipaliv. Ll Electncir- or Page 2 of 7 Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 15 of 22 n Advertisin& other than legal notices. Please provide detail and facts to exTbin w'liy you believe the exemption apples to the purchase. You may also attach docunrntation to this fa m Section 3: Claimed Sole-Somce Exemption and Justification NOTE -For any non -sole -source exemptio& connplete Section 2_ Please indicate the sole-soxrrce exen46m you believer applies to the purchase and provide information to suppoat its applicabiliry. Please refer to the Exemption Primer for detailed information about cow exemptions LK'A procuremem of items that are available from only one source, inckuling: • items that are available from onh, one source because of patents, copyrights, secret processes. or natural monopolies: • films. mans milts. or books: • gas. water. and other utility services: • captive replacement parts or components for equ4) mment; • bool3. papers. and other library materials for a public Wary that are available only from the persons holm exckiswe distri xMon rights to the material: and • manages senwes provided by a norgxofmt crgarrztation to a mimrncipal museum. park mo, or other facility- to which the organmition has provided simificaut financial or other benefRs: How did you determine that the item or service is onh• available from one source's The existing ftun6ure to the call center is lxonded b , Xi )vL a custom dispatch furniture ,mudor. As the desk is p[Mmtary, no other vendor could provide the exact fiirnoxe am use in the Fire Alarm Office, 1 Attach screenshots and provide an explanation of any independent research you conducted, through Internet searches, searching cooperamrs, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. [After venfm this consoles are a sole source item decided wound like to ourchase the same Res. The Fart Worth Fire Department Alarm Office has S prima;a dispatch consoles and sm back try consoles. All 14 of those consoles are exact duplicates in regards to f imA re and equipment. This prouosed camole will be for training new empbvees. As this is for training OMmes, the f miiture and egutment should be exactly the same as what is_ctrrenth- witham the Alarm office. Bu,.mL from a different vendor would make this impossible. The emsting furniture in the call Page 3 of 7 Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 16 of 22 center is prcwided by?X3� a custom dispatch furniture vendor. As the desk is proprietaryno other ,mudor could2rov* the exact furniture in use in the Fire Alarm Office. 1 Did you attach a sole source justification letter? [E Yes ❑ No Describe the tmiqueness of the item or smve (e.g. compatbility or patent issues. etc.). This is a patented product that cannot be reproduced by another %endor of dupkcated by another rnatnifacturer. The patent relates to the desk s roller t sion mondor nxnmtiog system which alln-s for the monitors to be raised and km-ered independently of the work space desk area as well as O*d closer or pushed further away ftmdent txi the user requirements. Ile mounts hold eight to ten unmors as well as mule controls for keyboards and mke. of which_ each console has three. Tlm fimctionality is inxportant to the deparhnent as we hair a vr-ide ranee of e=bvees with different vision requirenrnts. Allowing the monson to be mated towards the user_ preoynts changing display settings which ukimately lead to support tickets and costs because the next user may not be able to change the system back This ftanmxe is designed for a 24-7 dis tch operation in our Fire and Police Conmamication center. As this is also a training console and %vg be utilized to c2orlete new dis2atcher tramg and coatinmg education scenario based training, it is inym-tatnt that the consoles be identical] Section 4: Attornev DeteimAnation With the facts prodded by the department. is the use of the claiard exemption defensible if the City were to be challenged_ on this purchase' E. Yes ❑ No. Was there anything attached to this form that was relied on in making this detem ination? ® Yes ❑ No. If yes. please eaphin:Sole source letter from vendor Was there annlhing not included on this forma or attached hereto that was relied on in rra this determination? 0 Yes 0 No. If yes. please explain: discussions with staff concerning patent. Wil the standard terms and conditions apply'? 21 Yes n No WiD the contract require special terms? EL Yes EL No. Will the contract require review by the department attoriry{? ® Yes El No. Page 4 of 7 Sole Source Agreement - and hrgottex Systems, Inc. dba .Xybix Systems Inc. Page 17 of 22 Approved By. —P0006- Date: 2.25.22 TaOW Paris / Jessilca W> uns Assistant City Attonry Page 5 of 7 Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 18 of 22 EXEMPTION'FORM PRLN ER Below are e.Vlanaticros and examples of common exemptions that could apply to City purchases. If you have questions about the information prodded or need addrticmal information. please contact your departments assigned attorney or the appropriate pttrchasing attorney A procurement necessary to presen-e or protect the public health or safety of the munkipality's residents; Examples of actnhes that have been found to fall wirhim this exception mckxk ambulance sen-ices, solid waste collection and disposaL and first -responder safetyequonemt such as breathing apparatus for firefighters and bullet-proof -,rsts for police officers. 2. A procuremena necessary because of unforeseen damage to public machinery. equipment. or other property: Examples of this type of procurement would kmckule repairing or replacing roofs and vx mdows damaged by hail or a tornado But parts and services for roWne maintenance or replacement of old. worn out roofs or windows wotd3 not meet this exception A procurement for personal professmaL or planning sen-ices: Personal senicces are ones that are unique to the indnadual pro-6ding them Therefore personal sen-ices contract cannot generally be subcontracted or assigned Professional senices are not defined under Chapter 252. so there is no precise definition to follow. There is no a mersal definition of this term however. --se-mral cases suggest that it... is 'predomimteh mental or intellectual- rather than physical or mammal Tex Atty Gen Op. JM-940 (1988) (quofingAlarrland Crfsualnu Co. V. Cram linter Co.. 160 S.VL'. 2d 102 (Tex Civ. App.—Eastland 1942.. no v.Tk) The Te!;as Attorney General has also opined that -professional senices" no longer inckxles onh• the sen-Ices of hwms. pbbysicians. or theolopans. but also those members of disciplines requiring special knowledge or attainment and a high order of leari mg_ sU and intelligence. Id. Facts needed to support a professional senice exemption inchuie the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the senpice. Purchases of goods are not professional sen-ices. A procurement of items that are available from onh- one source This exemption is commmomh, referred to as the sole source exemption In determining whether a purchase is of a good or senxe that is a milable 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 time sanr brand or make. Tlr mfornmation needed to support this exemption is that no other provider Page 6 of 7 Sole Source Agreement - and Ergoflex Systems, Ine. dba Xybix Systenms Inc. Page 19 of 22 can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include seance agreements when onh• one vendor is authorized to %vork on the equipurnt by the manufacturer and alb%,.mg another crndor would void the warranm ptrchase of a good that is copmgbted or trademarked and only prodded by one vendor. Page 7 --,r 7 Page 20 of 22 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Ereoflex Systems, Inc. dba Xybix Systems 8207 SouthPark Circle Littleton CO 80120 Main 303-683-5656 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: �akg 14e-CMA 1 Posi n: p o i Sca its Sign 2. Name: Position: Signature 3. Name: Position: Signature Name: 8carrr C - 4--7> / J SijAfurc of President f CEO Other Title: Ares: d f rirt r ©,Z r l e- r Date: 3 ! ! Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 21 of 22 EXHIBIT E CONFLICT OF INTEREST CONFLICT OF INTEREST QUESTIONNAIRE FORM GAO For vendor doing business with local governmental entity This questionnaire reflects changes made to the lawn by KR. 23, 84th Leg„ Regular session. OFFICE USE ONLY This questionnaire is being filed in accordancewith Chapter 176, Local Government Code. 121,11 Rt ,,Id 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 filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006. Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has business relation shipwith local govern me mat entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local govemment officer about wham the information In this section is Being disclosed. Name of Officer This section litem 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176_001(1-a). Local Government Code. Attach additional pages to this Form CIO as necessary. 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 B Is the vendor receiving or likely to receive gable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity" Yes F71 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 mono? Yes F--] No D Describe each employment or business and family relationship with the local govemment officer named in this section. 4 Signature of vendor Doing business with the governmental entity Date Adopted 8 712015 Sole Source Agreement - and Ergoflex Systems, Inc. dba Xybix Systems Inc. Page 22 of 22