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HomeMy WebLinkAboutContract 56489-R2CSC No.56489-R2 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE July 20, 2023 Founders Project RX Inc. Attn: Nicky L. Otts, President 5109 Oak Lane Arlington, TX 76017 Re: Contract Renewal Notice Contract No. CSC No. 56489 (the "Contract") Renewal Term No. 2: November 1.2023 to October 312024 The above referenced Contract with the City of Fort Worth expires on October 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:llfortworthtexas.eovinurchasing 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, Katva Flores Sr. Admin Assistant Katva . F l are s (a) fortworth texa s. Ro v OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renmal 56489-R2 Pagel of3 ACCEPTED AND GREED: I CITY OF FORT WORTH !/ &.vo Brlalerie W ashington (Jul 15, 2023 21:26 CDT) f Name: Valerie Wa'shineton Title: Assistant City Manaizer Date: Jul 25, 2023 APPROVAL RECOMMENDED: f By:J s Davis (Jul 24, 202315:00 CDT) Name: Jim Davis Title: Fire Chief 1 ATTEST: By: Name: Jannette Goodall Title: Citv Secrethry Contract Renewal 5648 -R2 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, Br a Ra`y (Ju124, 202314:11 CDT) Name: Brenda Rav Title: Fire Purchasing Manager APPROVED AS TO FORM LEGALITY: ,opU4UgtL ,'C°' *OR?. 4O pOF°°°°°°°°°ly dd P., 0 oOpOd °ems °-+d P V8 SSd �_ ��� /ifliY as I.� d° $Y= aan nE4654aa Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHOR17ATION: NIA AND I Page 2 of 3 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Founders Pr iect 7RX Inc. By: Name: NicIty L. Title: President Contract Renewal 56484-R2 — — _— _— Page 3 of 3 CSC No. 56489-RI CSC No. 56489-Rl CITY OF FORT WORTH CONTRACT RENEWAL NOTICE. September 12,2021. Founders Project RX Inc. Attn: Nicky L. Otts, President 5109 Oak Lane Arlington, TX 76017 Re: Contract Renewal Notice Contract No. CSC No, 56489-Rf (the "Contract'') Renewal, Term No. 1: November 1, 2022 to October 31, 2023 The above referenced Contract with the City of Fort Worthexpires on October 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 phasing at hftD,11fbrftApMkjw. numha sing to ensure Zov/- 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, Brendg,ft Sr. Contract Compliance SoggLalist Brenft.rR)Wb#worthtei �.oy Contract Renewal Page 1 of 3 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 56489-RI ACCEPTED AND AGREED: CITY OF FORT WORTH ValvW41 By: Valerie,Washington(Sep 14, 202216:35 CDT) Name: Valerie Washington Title: Assistant Citv Manager Date: APPROVAL RECOMMENDED: ��/6i By: AFfs Davis (Sep 14, 202215:16 CDT) Name: Jim Davis Title: Fire Chief ATTEST: .7-ann S. Goodall_ By: Jannette S. Goodall (Sep 15, 202210:50 CDT) Name: Jannette Goodall Title: Citv Secretary j-J PA 00,- 00000000 0 0. -n o �p=�d 010- 4( 0 C 0 �� o °oa0000a� ,d �Z �EXAsaOp Contract Renewal 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 (Sep 13, 2022 09:19 CDT) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant Citv Attorney CONTRACT AUTHORIZATION: N/A Page 2 of 3 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 56489-R1 Founders Pro'ect RX Inc. By: .% Name: Nic1"� T . nt Title: President Contract Renewal IPage 3 of OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 56489-CAl CITE' OF FORT WORTH ASSIGNMENT For value received, ReCept Pharmacy LP ("Assignor"), hereby assigns to Founders Project RX Inc. ("Assignee"), ,all of its right, title and interest in and to any and all sums of money now due or to become due from the City of Fort Worth to Assignor under PSK 14555iCSCC 56489 (the "Contracts") and Assignee agrees to assume and perform all duties and obligations required by Assignor under the terms of the Contracts. This Assignment constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof. No modification of any provision of this Assignment shall be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by the terms of the original Contracts between Assignor and various other entities and the City of Fort Worth and the laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the 25th day of January 2022. ReCept Pharmacy LP (Assignor) By: Print: Carmine DeNardo Title: Chief Operating Officer Founders Project RX Inc. (Assignee) By: / l�iirG� Print: Nicky Otts Title: President OFFICIAL RECORD [elk IM-1=103 =11MM FT. WORTH, TX t Page t of 4 NOTARY ACKNOWLEDGEMENT On the 25th day of January 2022, personally appeared Carmine DeNardo. who acknowledged to me that (s)he is the Chief Operating Officer of ReCept Pharmacy LP, and that (s)he executed this document for the purposes and consideration contained herein. ReCept Pharmacy LP By: q Print: Carmine DeNardo Title: Chief Operating Officer SUBSCRIBED TO before me on this 2?Aay of. , 2022. Teal Nota�Pub and fort j��tat of�� l Iq Na ,3o„7a,Q My commission Expires: S 1' J �%��L� NOTARY ACKNOWLEDGEMENT On the 25th day oftjangM 2022, personally appeared Nickv Otts, who acknowledged to me that (s)he is the Chief Financial Officer of Founders Project RX Inc., and that (s)he executed this document for the purposes and consideration contained herein. Founders Project RX Inc. By. Print: Nicky Otts Title: President SUBSCRIBED TO before me on this 16 1 day of '2022. . f) V'�' I�IV�Aly 1 �.L Vi1V S to 0 °+ Toa�•4 My commission Expires: ►i� t� so , so, 174 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Asspme—n[ Page 2 of 4 CONSENT TO ASSIGNMENT The City of Fort Worth consents to the assignment of Recept Pharmacy LP C'Assignor") to Founders Project lX Inc. (Assignee"), of all its rights, title, and obligation owing and all fiends due or to become due to Assignor render PSK 14555/CSCO 56489, as long as all terms required of Assignor in said contracts are met by Assignee. CITY OF FORT WORTH Reginald Zeno (Feb 7, 202213:01 CST) Reginald Zeno, Interim Assistant City Manager Cynthia Garcia, ,Assistant Director — FMS ATTESTED BY: Jannette S. Goodall (Fe15 7, 202216:16 CST) Jwuwtre Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY: r , tie - John B. Strong., Assistant City Attorney Conuact Compliance Manager: Feb 7, 2022 Date Feb 7, 2022 Date Feb 7, 2022 Date By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perforinance and reporting. requirements. �-� Feb 2, 2022 Mark Rauscher (Feb 2, 202211:10 CST) Employee Signature/Date Assistant Fire Director OFFICIAL RECORD I CITY SECRETARY FT. WORTH, TX Page 3 of 4 Pagc 4 of 4 *iwrr � x�a NJ Request for Taxpayer Identification Number and Certification G!G to W6VW'.rMV9v1f9tirmWPfor instrut;bons and the latest InformaWn, 7ourxW Pet t tt& Inc. x 064inties romwdlerrWded entity rw. nw. 9 frorn Ob" Give Forrn to the requester. Do not SOnd to the IRS. a ate Lw• Ear federal im dasail4eetion, of the person wh w name h anlerad on line t. Back onfr one of" 4 Eatamfitorte tcradea apply orify to liollomV w%i bores certara ar,irtiM, not h#uekw, tree 'w►drvwdtaaw"acee prcr"or or Q C C011:00CAL"Yt tnst uct s on pegs 3): ❑ S C�ortanrat,on ❑ pertrwrsrrtf ❑ Trusi/esrrata er LLC Earempl payee ravde of 4rryj ® urnaeci k"rY COrrtperry EnW ere tax das iricabon (C.0 r;orporation, S S corporation, fr.p angarship) I,, II[ree r k the apprep,ale box in the line above kr the tax + W=ricaticn of the si V&l mernbw owner. DO not check Eaerroliin from FATCA r tipoftiV LLC It pia LLC et C"IMM6ed M a fa nwrit wr LLC Vol Is disregarded from via owner unkm!5 HHt owner et the LLC it, an40- LLC t" W. is rwt draregera d 'Isom trm earwrwr for I,f S 10dIrW tax purpix -IL C1tlra1wise, a single-merrra. UC that code (if ekaY°i is dr rawdW fr m trre owner to INA [beck the appropriate box for the tax tlasVical on of its owruar. LJ OQW table r 5 Ailitinaiiiii r"M imb 51 [t9 Oak Lin e caw-k and AAingtOM TX r Li S.OMN" ir4rWL"am or wire — I Sea intilaaacitioms -1 76017 &r rY ,*»awnswtwu Uea Requesttrr s resins arrJ addess (optlonari E�*W YOLO T64 In 00 appr)pAMe tense. The TIN provderd must match the name given on tine 1 to avoid F'othis Is fly your social sdcurity number (SSfY). However, for a 'FIelsolartt ateri<a04D pi"oOdefor, or drsr*gwded erstat , see the lnsuucuorrS for Part I, later, For other e+ IbaA. it a VOW rtrr?rplogw dW111116=110n t iumt W (EIN). It you do not have a ntomber, seen Now to get a Tip( bow. or e VW a=w,Ket is in risen rasa [arse natty, see the uistnuctrans for line 1 Also See What Nanv and Empfoyc+' idtritif3catlern number ftisantbaer "ro f7fee f�tt�r for . on ttet"w�.�ea number to enter. � 71 JzzT3 111G1 B �-�_ 1 Trader pert ,s of Penury, I certify that- II 1. The rKiimbw elwowwn on thra krm Is my [onset taxpayer iden[ihcatilm number fear I am waiting for a ntamr.>-r to fan issued io me); and I am not atgect to bealkLip Wrt2tioldiing bec te, (a) I am eAePTR frorn backup, withholding, car (b) I Ior;er not been notified by the Intrim ai Revenue Sirraid I on S to backup wrthhokiing as s result of a faiiure to report all intomator dividends, or (c) the IRS has notified nata that I ;am ray ica 'oMAlitect to baL7[1mr witmhicwv, all-, Ii am a U caftzw Or'rao'wer U-S. Pwl*n f0efirWbelow)-. and e1_ The Fri 'Cr ciDam* wrAncf ion ftiie fome fit aryl that 1 am 8x6mpt from FATCA reporting is correct.. bwWucbww YOU MUM aide Out rem 2 atrova V you hM been nottfred by the IRS that you are currently sub)oct to backup withholding bocauso llcu I m *NW 10 rg art at tanlat Wd &Ad*-4* on your fax return. For rest estate trans, Hera 2 dotes not apply. For m01090 tntmost pard, or aberxiiairvIrword Of Sa ed property. canton of debt,. contnbutrons 10 an tndiv dual retirement alit (IRA), and generally, payme is other VWtneartwat orbs atvedande, you a Trot ra[twod to W90 fhe Centric I'On.. but you must provide your correct TIN. See the rnstructiot-is for Pert It, later. � It a cl ilktyrC f.Apeem i! General instructions SOCILIGn feterwCee are to tree Intamw Pwar .ae Cf�-O. unte5.5 othlar wile Fatluff'" For ttre refuel him about d>evettcrprrrents * Sri to Fruit W-9 and I4 b ores, Such asbgistatfon Ginsctid pier away erase pub"hed, go to r► W wrjMgiW1FOrar V'S, P u as = of Form "` • +' '.t rr " -VAy tFWM i%f-9 raqu011111e4 v tl Is regtr ell to I" an with trwe IFtS rrp,rat obtain your crrrrect taxpayar '"ribot rrK which, away be yor„ wdq SwAl tty Mu ber lo'raF+tart 'On an f"rb r . or 'Ioypr klenUtfoatlorr f wumber art relmn the arnoW pW to you, or other tame an an Yr whti vtion mb__ Examples of ktformaltion ,4%01ee WCkX* tltll we rot kr~ to. the Ieafkrrrarep. . r<i 1� r}+s�.F• earrreG' eg pater) • Form 1099-DIV (dividends, Inducting trtose from stocks cW mutual funds) • Form 1099-mlSC (varfovs types of into rao, pnual, awards, Or grM p loceeds) • Ferm 10%-fJ (stock or mutual fund Bales and certaln eytfrer transactions by broilers) • Farm 1099-5 (,fu0000ds from feral estate tmrs cfirartR) • Form 1.099-K (merchant card and third pally network darn�ar.`Uons) • Farm I09JI (horse mortgagia interest), 109$ E (student loan interest). 1098-T (Tuition) • Form 1 Tr99-C (canceled debt) • forth 1099-A (acquisition or abandonmont of toured property) Use Form ''W-9 only d you aro a U,S. per on (ncfuding a resident alien), to provide your C#rtacr TIN- ItYOudD not rorharn Form WS to fdwa fogtwstrof with a 77N, you miVhr tro subfecr ro Mchuyl wnfhholdog. Sena What is backup withholdbV. later. Car. No 102T31X Fcvm W-Si I t r to�20eet Bill of Sale THIS BILL OF SALE dated as of November 30, 2021 between ReCept Pharmacy, LP, a Texas Limited Partnership, with its principal office at 1620 W. Northwest Hwy., Suite 100,Grapevine, TX 76051 ('Buyer"), and Founder Project Rx, Inc. with its principal office at 5109 Oak Lane, Arlington, TX 76015. ("Seller"), collectively, the "Parties". WITNESSETH WHEREAS, the Buyer and the Seller have entered into an Asset Purchase Agreement dated as of November 30, 2021 (the "AGREEMENT"), whereby the Seller agreed tosell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed, and delivered, unto the Buyer, the Transferred Assets, as that term is defined in the AGREEMENT. NOW, THEREFORE, for the consideration set forth in the AGREEMENT, the receipt and sufficiency of which is hereby acknowledged by the Seller, the Seller does hereby sell, assign, transfer, convey and deliver unto the Buyer, its successors, and assigns, all of the right, title and interest that the Seller possesses and has the right to transfer in and to all of the Assets. TO HAVE AND TO HOLD all the Transferred Assets hereby sold, assigned, transferred, conveyed, and delivered unto the Buyer and its successors and assigns forever, subject to all the terms and conditions of the Agreement. Nothing contained herein shall be deemed to alter, modify, expand, or diminish the terms and provisions set forth in the AGREEMENT. The files will be transferred to the buyer and remain in the pharmacy. The pharmacy conducted a controlled substance inventory on November 30, 2021. IN WITNESS WHEREOF the Seller has caused this Bill of Sale to be signed as of the date and year first above written. This sale includes the transfer of all inventory and patient records for the pharmacy. SELLER: ReCept Pharmacy, LP Go By: Carmine DeNardo Its: CEO/President BUYER: Founder Project Rx, Inc. By: Nicky L. O Its: President/Offic, r-o" W-9 Request for Taxpayer (FWV.Car:i 2 ,a1 identification Number and Certification E+fx d3r 1 ► Gel to wranv.0mgov1FonnW9 for Instructions and [lie latest information, tni�rntad RewoAea 0 t tJarne (so shown ram your inowrw tare retwii) Name is rays+rod on trtis tine, eke riot ra t+aL9 iIn) ta:3nk Kn Founder Project fix, Inc. _ 2 L!2m+�nr~;., rrd'rtr� tl -.rrrr:rtfrr] entity narma. It different from abade. Give Form to the reguestor. Do not wend to the IRS. 3 Chock appraprlrtr box for ledurad tau d&WW ird1IOn of lho ptrxrxt Mitts# name is entered on lute I. OW only one of the 4 Exomptions (coda, a poi Only to tonowing seven box w c+artain ontites. not lry(iivKtuwil ., yA+s -tt t--t t� irtSlrua:lgris on paege �J�. ❑ 4xtra°'tduai�"aokr pmprketov or ® c Corporation ttri�J s copprnwri ll Partnership D Trustlestate arrpie-member LLC Exempt payee wade (t ❑ Urnaed IWAty pou'ry. Enter tits t" rlessifkiatson (C-C axporatol. S•S eaorpofitkan, P-Pa nnership) ► Nob&- Check the appropriate boa In the Inner Weirs $ r the tax clasainGation Of the sirtgW meant W psa-L fat! mint ch ack Erernption from FATCA foporting Lu; tf the LLC is ctasaf el as a skVW member LLC that Is cliw* rde d hem fire owrwr unless the Owner of the LLC is code ther LLC PW is not from the owner for a SS Worst tax pkimoses. Cthorwist. a Wiriamber LLC that is es disno aided from the owner 6rrauid check the apprrafxiale box for the tax ciassiracalaon of its owner, LJ Other tee+a etsinactiortsl ■ 5 , street. and ape. or Barra no 5109 flak Lame a cr*y. two. air] ZIP odds Arfinutom TX 76017 7 Wi &oopurri n rntdx(s) hens (optaonal) jAenim air *t—+rr - *..d .wr., "u t i Repuaster's name and mddross (OpIOW Taxpyer Idea ification Nurnber U iN Eater your nN in the appropriate box- The TIN provided roust match the mime given on line 1 to avoid Soelaf aacurltyrnumber rwx*p aken. soh g. For svidivproprietor, or die thesis d norayonifty, your eoCi.'al security for P ri (Sate. lion over.ther for u rtrxirteru skein, solar proprieEtor, or disregardc4t orttaty, t� the lnstrucbvns for Bart 1, later. For other anUtiesa, d m your eerrlploy er identification number (EIN). It you do not have a numbs#, cos How t0 got a PN, late#, or Note: tf the aorrourn is in more than one name. sae the instructions for line 1. Also sere What Alarm and LEmptcrier Identification number I hkwr4w To Give she Requester (or gudeleries on whose number to enter. M87 - 2 2 3 T13 M66 11EILL—CerUne"on Under pariatdes of penury, I cortifyr that: 1. The number 0i6r+rn on this form Is my co nacf taxpayer Identification number (or I am waidrig fora number to be issued tome)'. and 2. 1 am riot a t"Ct to backup withholding bei6at156: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service QRS) that I am subject I backup withholding as a result of a failure to report all tntorart or divldotds, or (c) the IRS has notified me that I am no i["W wMaLl to backup withholding, and 3. 1 am a U.S- citLzast or o#w Ul S. person (definod below); and 4. The FATCA oode(s) entered on this form (if any) indicating that I am exempt trout FATCA reporting is correct. C4ftfkAnion lnfittKtong.. You Must cross 00 dom 2 above if you have beers notified by the IRS that you are currently subject to backup withholding because you have fated to repent aN intense( and dividvrids on your tax return. For real estato transactions. item 2 does not apply. For mortgage Interest paid, acctsdkm or abandonment of secured property. cancellation of debt, contributions to an individual retirement arrangamcant (IRA), and generally, payments other thaninterest and dividends. you a notryqu retd to sign the cerlrfication, but you must provides your correct T1N). See llte/Irtstriyctit>nrr for part ll, #tiler. Sign Here JU.Tr. pessrrn�lr taste So - General - Form 1C199-DIV (dividends, Including those from stocks or mutual Instructionsfunds) Sja-r-IKs a references are to the Internal Revenue Coda unless otherwise • Form 1099-MISC (varicius types of Income, prints, awards, or gross sro eci- oceeds) Fulum developments- For the latest information about developments related to Form -9 and Its histnictiom. such as laoslabon onaacted alley tttey were PAAshed, go to wwx+.fMWVJFormtN9. Purpose of Form An kn*vwual or pithy (Form 'Y -9 requester) who is required to silo an ktlormation return vials tite IRS must obtain your correct taxpayer li3uf3bliCatlon number (filet),irh4h may be your acacia( eacurity number (SW, individual taxpayer Identification number (ITIN), adoption taxpayer dentilkatiot number (AIIN), or e#mployrer rdoriblicatiort number (E_IN), to report an an Won —nation return the amount paid to you. or other arnOunf reportable on an inlorrnaliDn return Examples of Information returns include, but are not limited to, the faiioeririg. * Form 1 t799i-lfd'r (tntrrest oarrre d or paid) pr * Form 10"-8 (stock or mutual fund Was and certain other transactions by brokers) * Form 1tir371-S (proceeds from real estate fronsactfons) * Form 1 fyK (merchant card and thled party network transactions) * Form 1098 (home mortgage interest), 1098-E (student loan Interest), 1098-T (tuition) * Form I Q99-C (cancelsct debt) * Form 1099-A (acquisition or obanderamorit of secured property) Use Form W-9 only If you errs a U.S. person (inducting a resident alien), to prowldo your correct TIN. if you do nor milurrl Form W 910 Uro requester with a W you ryught be subject to bachtvp wnhhok"- Spa What is backup wttnholduV. safer. Col No 1 p29I x r mt W-g Flow, 10-20 1a) Corporations Section ��E 0 John B. Scott P.O.Box 13697 �,�� �tt) Secretary of State Austin, Texas 78711-3697 `X Office of the Secretary of State Certificate of Fact The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate of Formation for Founder Project Rx, Inc. (file number 804203451), a Domestic For -Profit Corporation, was filed in this office on August 17, 2021. It is further certified that the entity status in Texas is in existence. In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on January 09, 2022. E 0 John B. Scott Secretary of State Come visit us on the internet at https://www. sos. texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: SOS -WEB TID: 10264 Document: 1109626580003 Filing*:804203451 Document#:1072449970002 Filed On 8/17/2021 received by Upload CERTIFICATE OF FORMATION OF FOUNDER PROJECT RX, INC. The undersigned, Nicky L. Otts, in his capacity as President of Nuvono, Inc., in its capacity as general partner of Otts-King Family Investments, LP, acting as the sole organizer of a for -profit corporation to be formed under the Texas Business Organizations Code, as amended (the "TBOC"), does hereby adopt the following Certificate of Formation for Founder Project Rx, Inc. (the "Corporation"). Article 1. Name The name of the Corporation is Founder Project Rx, Inc. Article 2 Duration The period of duration of the Corporation is perpetual. Article 3 Purpose The corporation is organized for the purpose of the transaction of any and all lawful business for which for -profit corporations may be incorporated under the TBOC. Article 4 Shares The aggregate number of shares which the Corporation shall have authority to issue is 1,000,000 shares of common stock, par value one cent ($0.01) per share ("Common Stock"). Each share of Common Stock shall have identical rights and privileges in every respect. Article 5 Reeistered Office and Agent The street address of its initial registered office is 5109 Oak Lane, Arlington, Texas 76017, and the name of its initial registered agent at such address is Nicky L. Otts. Article 6 Directors The number of directors of the Corporation shall be not less than one nor more than nine (9), the exact number to be fixed from time to time in the manner provided in the Bylaws of the Corporation. The number of directors constituting the initial Board of Directors is two (2), and the name and address of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are: Nicky L. Otts Vickie Otts 5109 Oak Lane 5109 Oak Lane Arlington, Texas 76017 Arlington, Texas 76017 Article 7 Bvlaws The Board of Directors or the shareholders shall have the power to alter, amend, or repeal the Bylaws of the Corporation or to adopt new Bylaws. Article 8 Liabilitv of Directors The directors of the Corporation will not be liable to the Corporation or its shareholders for monetary damages for acts or omissions that occur in the directors' capacity as directors. This Article does not limit the liability of any director to the extent such director is found liable for: (1) a breach of his duty of loyalty to the Corporation or its shareholders; (2) an act or omission not in good faith that constitutes a breach of the director's duty to the Corporation, or an act or omission that involves intentional misconduct or a knowing violation of the law; (3) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or (4) an act or omission for which the liability of the director is expressly provided by an applicable statute. Article 9 Indemnification The Corporation shall indemnify to the full extent permitted by law any person who was, is, or is threatened to be made a named defendant or respondent in any action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or in any appeal in such an action, suit, or proceeding, by reason of the fact that he or she is or was a director, advisory director, or officer of the Corporation, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such director, advisory director, or officer in connection with any such action, suit, or proceeding. The Corporation shall pay or reimburse expenses to directors, advisory directors, and officers, and may pay or reimburse -2- expenses to other persons, as pennitted by law. The Corporation may purchase and maintain insurance, create a trust fiend, establish any form of self-insurance, secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation, establish a letter of credit, guaranty or surety arrangement, or other arrangement on behalf of directors, advisory directors, officers, or other persons, against any liability asserted against such persons in their capacities as directors, advisory directors, officers, or otherwise, of the Corporation, whether or not the Corporation would have the power to indemnify such directors, advisory directors, officers, or other persons against such liability, as permitted by law. Article 10 Action by Written Consent Any action required by the TBOC to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be tal<en without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting; forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. Article 11 Orsanizer The name and address of the organizer is: Otts-King Family Investments, LP 5109 Oak Lane Arlington, Texas 76017 [Signature page follows.] -3- IN WITNESS WHERVOU', the undersigned Organizer has executed this Certificate of Formation as of August 17-, 2021. ORGANIZER: OTTS-KING FAMILY INVESTMENTS, LP By: Nuvono, Inc., its General Partner By: Nicky L. Otts, Pr6si3ent Cr,.RT1r ICATr OF FORMATION OF FoUNDUR P1WJEC'1'RX, INC. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 City Secretary Contract No. 56489 In FORT WORTH. SOLE SOURCE AGREEMENT ReCept Pharmacy, L.P. 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 RECEPT PHARMACY, L.P. ("Vendor"), a TEXAS DOMESTIC LIMITED PARTNERSHIP 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 Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; 4. Exhibit C — Sole Source Justification Letter 5. Exhibit D — Verification of Signature Authority Form. Exhibits A, B, C, and D 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, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scone of Services. Vendor shall supply, for local pickup, of drugs, medicine and medical devices that are to be used in emergent situations by the fort worth fire department ("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 November 1, 2021 ("Effective Date") and expires on October 31st 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to three (3) one-year renewal option(s) (each a "Renewal Term"). 3. Comnensation. 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 under this Agreement will not exceed Ninety Thousand Dollars ($90,000.00). 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. 4. Termination. Vendor Services Agreement ReCept Companies, L.P. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 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-annronriation 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 Oblieations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. 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 warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City 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. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Rieht 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 books, documents, Vendor Services Agreement Page 2 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 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 PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPER TYDAMA GE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all Vendor Services Agreement Page 3 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment 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 Vendor Services Agreement Page 4 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 (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 $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Reuirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. 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. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII Vendor Services Agreement Page 5 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 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 Regulations. 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 local 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. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 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 transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth RECEPT PHARMACY, L.P. Attn: Valerie Washington, Assistant City Manager Carmine DeNardo . CEO 200 Texas Street 1620 W Northwest Hwy, Ste 100 Fort Worth, TX 76102-6314 Grapevine, TX 76051-3177 Facsimile: (817) 392-8654 Facsimile: 817-720-1039 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Vendor Services Agreement Page 6 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either parry. 15. 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. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. 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. 19. Force Maieure. 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 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. 20. 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. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a parry hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each Vendor Services Agreement Page 7 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. 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 (30) 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. 25. Immigration Nationalitv 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 I-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. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. mature Authoritv. 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. 28. Change in Companv 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 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. Vendor Services Agreement Page 8 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 29. No Bovcott 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. 30. Prohibition on Boycotting Energv Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 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. 31. 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. 32. 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. 33. 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. Vendor Services Agreement Page 9 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Valerie Washington (Oct 18, 202114:15 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Oct 18, 2021 APPROVAL RECOMMENDED: By: JpDact 18, 2021 12:05 CDT) Name: James Davis Title: Fire Chief ATTEST: By: Name Title: Ronald Gonzales City Secretary VENDOR: ReCept Pharmacy, L.P. P DocuSigned by: ^ . By: �cW►uiln tt i�aVrx o Name: iui ardo Title: CEO/President Date: 10/18/2021 �oFORp`Od 0 �� �o o� �0 0 lv 0 o Tlr= r 000000000000o Tp dawn tEX AS,oAp 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 (Oct 18, 202112:03 CDT) Name: Mark Rauscher Title: Assistant Director, Fire Dept APPROVED AS TO FORM AND LEGALITY: C,itncat� �U.6t2LQ By: Name: Christopher Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: n/a Form 1295: N/A OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement FT. WORTH, TX ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES ReCept Pharmacy, L. P. provides drugs, medicine and medical supplies that are kept on the Fire trucks and dispensed to individuals for emergency treatment prior to transfer to MedStar for transport to area hospitals. Drugs are individually packaged for safety and sanitary reasons to avoid any cross contamination. Some medication have a shorter shelf life and must be replaced with medications that have current expiration dates to work effectively and do good, rather than harm. EMTs often have to replenish stock with little or no notice due to mass casualties or weather related events. This vendor provides local, same -day pickup on most items allowing the Fire Dept. to restock in emergent situations. Vendor Services Agreement Page 11 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE ReCepi Companies ordorNumber: 0024775 1520 W Northwest HWY STE 100 Order Date: 91712021 Grapevine, TX 76051 l917) 572.-0009 Salesperson: customerNumber 01-FORrIRE Sold To: Ship To FORT WORTH FIRE, Admi FORT WORTH FIRE, Admi 1000 ihrockmorton 3rd floor 1000 Ihrcckmorton 3rd floor Fort Worlh, Tx 76102 Fort Worth, Tf( 76102 Confirm To ITEM DESCRIPTION UOM Unit Cost Medications Acetaminophen 500mg tablets 100ct $3.89 Acetaminophen Liquid 160mg/5ml 30ct $30.39 Adenosine 12mg/2ml 10ct $101.50 Albuterol Sulfate 2.5mg/3ml 30ct $9.90 Amiodarone 50mg/ml 25ct $47.25 Aspirin 81mg tablets 36ct bottle $0.98 Asthmanefrin 2.5% FRIL VL 30 30ct $36.59 Atropine 1mg/10ml 10ct $123.25 Calcium Chloride 10% 1mg/10ml 10ct $105.39 Dextrose 10% 25g/250ml EA $2.75 Diphenhydramine 50mg/1ml 25ct $25.00 Duo-Neb Albuterol 2.5mg/Ipratropium 500 mcg 30ct $10.76 Epinephrine 1:10,000 1mg/10ml 10ct $92.19 Epinephrine 1:1000 1mg/1ml 10ct $111.89 Fentanyl 100mcg/2ml 25 x 2cc $50.00 Glucose-Oral15g 3ct $10.92 Ipratropium Bromide 500mcg/3 ml 30ct $9.00 Ketamine 200mg/20 ml 10ct $187.50 Ketorolac 30mg/2ml 25ct $43.00 Lidocaine 2% 100mg/5 ml 10ct $59.80 Midazolam 5mg/1 ml 10ct $30.00 Naloxone 2mg/2ml 10ct $307.79 Vendor Services Agreement Page 12 of 21 ReCept Companies, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 Nitroglycerin 0.4mg SL tablet 4 x 25 ct $55.88 Racemic Epinephrine 2.25% BRC Sol 30x0.5M UD 30ct $36.56 Sodium Bicarbonate 8.4% 50ml 25ct $142.29 Sodium Chloride 0.96% IV (Normal Saline) 1000/ml EA $2.50 Sodium Chloride 0.96% IV (Normal Saline) 250/ml EA $1.80 Sodium Chloride 0.9% 10ml Flush EA $0.45 Ondansetron 4mg ODT 30ct $12.00 Ondansetron 4mg/2ml 25ct $12.50 Cyano-Kit EA $1,062.57 Suction Suction Catheter- 6Fr EA $0.35 Suction Catheter- 14Fr EA $0.35 Suction Catheter- 18Fr EA $0.35 Suction Catheter -Rigid Tip EA $1.51 Suction Tubing EA $0.89 Airway Equipment Water-soluble lubricant 5gm packets 144ct $8.69 Bag Valve Mask -Adult EA $12.49 Bag Valve Mask -Pediatric EA $12.49 Bag Valve Mask -Infant EA $12.49 Oral Airway - 50mm EA $0.39 Oral Airway - 60mm EA $0.39 Oral Airway - 80mm EA $0.39 Oral Airway - 90mm EA $0.39 Oral Airway - 100mm EA $0.39 Oral Airway -110mm EA $0.39 Nasopharengeal Airway - 22 Fr EA $2.50 Nasopharengeal Airway - 24 Fr EA $2.60 Nasopharengeal Airway - 26 Fr EA $2.60 Nasopharengeal Airway - 28 Fr EA $2.60 Nasopharengeal Airway - 30 Fr EA $2.60 Nasal Cannula-Adult EA $0.35 Non-Rebreather Oxygen Mask -Adult EA $1.10 Non-Rebreather Oxygen Mask -Pediatric EA $1.20 Flowsafe II Plus BiPap System, large 5ct $399.15 ET Tube Holder -Adult EA $3.80 ET Tube Holder -Pediatric EA $3.80 Stylette - Adult EA $4.11 Stylette - Pediatric EA $3.92 Vendor Services Agreement Page 13 of 21 ReCept Pharmacy, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 Tracheal Tube Introducer (Bougie) -Adult 10ct Tracheal Tube Introducer (Bougie) -Pediatric 10ct Magill Forceps -Adult EA Magill Forceps - Pediatric EA Crycothyroidotomy Kit (pre -packaged) EA Adult/Intermediate CO2 Oral/Nasal Sampling Set (Etc02 Nasal) EA Adult/Pediatric Cot Sampling Line and Adapter (Etc02 Filter Line set) EA King Airway Size 0 LTS-D Kit EA King Airway Size 1.0 LTS-D Kit EA King Airway Size 2.0 LTS-D Kit EA King Airway Size 2.5 LTS-D Kit EA King Airway Size 3.0 LTS-D Kit EA King Airway Size 4.0 LTS-D Kit EA King Airway Size 5.0 LTS-D Kit EA ETT - Laryngoscope Handle -Adult EA ETT - Laryngoscope Handle -Pediatric EA ETT - Curved Blades -Size 2, metal EA ETT - Curved Blades -Size 3, metal EA ETT - Curved Blades -Size 4, metal EA ETT - Straight Blades Size 0, metal EA ETT - Straight Blades Size 1, metal EA ETT - Straight Blades Size 2, metal EA ETT - Straight Blades Size 3, metal EA ETT Tube (uncufffed) Size 2.5mm EA ETT Tube (uncufffed) Size 3.Omm EA ETT Tube (uncufffed) Size 3.5mm EA ETT Tube (uncufffed) Size 4.Omm EA ETT Tube (uncufffed) Size 4.5mm EA ETT Tube (cufffed) Size 5.Omm EA ETT Tube (cufffed) Size 5.5mm EA ETT Tube (cufffed) Size 6.Omm EA ETT Tube (cufffed) Size 6.5mm EA ETT Tube (cufffed) Size 7.Omm EA ETT Tube (cufffed) Size 7.5mm EA ETT Tube (cufffed) Size 8.Omm EA ETT Tube (cufffed) Size 8.5mm EA ETT Tube (cufffed) Size 9.Omm EA Diagnostics/Vital Signs Tools Microdot Glucometer I EA Vendor Services Agreement ReCept Pharmacy, L.P. $80.38 $85.66 $4.76 $4.76 $35.30 $11.08 $17.50 $30.89 $30.89 $30.89 $30.89 $30.89 $30.89 $30.89 $32.50 $32.50 $6.45 $6.45 $6.45 $6.45 $6.45 $6.45 $6.45 $3.62 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $3.88 $0.00 Page 14 of 21 DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 Microdot Glucometer Test Strips 50ct/bottle $18.69 Microdot Glucometer Hi/Lo Control Solution EA $11.90 Disposable Safety Lancets 23G x 1.8mm 200ct $17.25 Blood Pressure Cuff -Adult EA $10.98 Blood Pressure Cuff -Pediatric EA $10.98 Blood Pressure Cuff -Infant EA $10.98 Blood Pressure Cuff -Adult Large EA $10.98 Blood Pressure Cuff -Thigh EA $15.36 Pedi-Length/Age-based resuscitation tape 5ct $162.37 Penlight, disposable with Pupil Gauge EA $0.91 Pulse Oximeter, fingertip EA $32.00 Thermometer, no touch EA $61.25 Thermometer, digital EA $1.77 Thermometer, probe covers 50ct $2.25 Stethoscope, Sprague, black EA $9.65 OB/Labor & Delivery OB -Delivery Kit EA $6.35 OB -Suction Bulb EA $0.75 OB - Foil Blanket EA $2.61 Vascular Access & Medication Delivery Syringe 1cc 100ct $15.12 Syringe 3cc 200ct $8.89 Syringe 10cc 200ct $15.59 Syringe 60cc 30ct $14.00 Needle, 21g 1-1/2 inch 100ct $7.40 Needle, 25g 1-1/2 inch 100ct $6.69 Needle, 27g 1-1/2 inch 100ct $14.50 Needle, 18G 1 % inch 100ct $5.60 Needle, Blunt needle 100ct $17.89 IV Catheter, 24G % inch EA $1.59 IV Catheter, 22G 1 inch EA $1.98 IV Catheter, 20G 1 % inch EA $1.59 IV Catheter, 18G 1 % inch EA $1.59 IV Catheter, 16G 1 % inch EA $1.59 IV Catheter, 14G 3 % inch 10ct $174.12 IV Catheter, 14G 4 % inch EA $18.75 IV Tubing, EA $0.98 Sharps Dart, 6-7 inch EA $1.89 Sharps Container, 5.4 qt EA $5.00 Vendor Services Agreement Page 15 of 21 ReCept Pharmacy, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 Sharps Container, 2 gallon EA $5.00 Veni-Gard, IV/catheter securing device 100ct $50.00 IV Tourniquets 18" x 1" (non -latex) 100ct $11.00 Nasal Atomizer Device, w/o syringe EA $6.17 Nebulizer, handheld w/tubing, T, mouthpiece EA $0.92 Nebulizer, w/mask and tubing EA $1.15 10/15/60 Selectable IV Set EA $6.60 IV Start Kit EA $1.39 IV extension kit 10 inch EA $1.29 Wound Care/Bandaging/Splinting Adhesive bandages, 1"x 3" 100ct/bx $2.73 Burn Sheet, 60"x 90" (sterile) EA $3.29 Multi Trauma Dressing, 12"x 30" (sterile) EA $1.09 Rolled Gauze, 3"x 5 yds (sterile) 12ct $3.89 Sterile 5X9 Gauze Pad (sterile) 16ct $2.39 Sterile 4X4 Gauze Pad (sterile) 100ct $4.29 Occlusive Dressing, petroleum gauze strip 3"x 9" 50ct $24.00 Triangular Bandages, cloth kravat EA $0.50 Emergency Bandage (Israeli), 6 inch EA $8.91 Flexible splint EA $5.08 Pelvic Fracture Sling (Sam Pelvic Sling) EA $83.01 1" Tape, adhesive/cloth 12ct $8.85 2" Tape, adhesive/cloth 6ct $8.68 Sterile Water 250ml EA $2.30 Cold Pack/Compress EA $0.60 SWATT-TTourniquet, orange EA $13.49 Combat Tourniquet. Orange EA $28.58 Hemostatic Dressing/Gauze 3"x 4yds EA $37.52 Tegraderm 6"x 8" 10ct $41.19 EMS Scissors, 7 %" EA $1.49 Alcohol Preps, sterile 200ct $2.00 Benzoin Swab Stick 50ct $29.53 Discount Of All Other Related Pharmaceutical Items Not Specified Percent Vendor Services Agreement Page 16 of 21 ReCept Pharmacy, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 ERMIT C SOLE SOURCE EXEMPTION FORM FORT WORTH C-IT't OF FORT 11-ORTH C EUPTER 252 E VEXEMON FORM Instructions: Fill out the entire farm with detailed information. Once you have completed this form_ pro--ide it to the Purchasing attorney for rep iew. The attorney will re%iew the information you have provided to determine whether an exemption to Chapter 252s biding requirements is defensible. If you are printing this foam to prorvide to Legal, please do not provide the Primer portion_ Failure to provide sufficient information may result in fallow up questions and cause a delay in the attorney's detennum io . Sec tion1: Gener A Infoumation Requesting Department: Name of Contract Manager_ Department's Attorney: Item or Service sought: Goods: Service: Anticipated Amount: Vendor: Cturent?i'ior -Agreement kmitemrsertiice C'SC or Purchase Order 4: Amount: Projected M&.0 Date: Fire Department Mark Rauscher Chnstopher .Austria M n $90,000.00 RL-Ceot Commanies Sunvlier ID 2534-3 Yea ® No ❑ PSK 12269 [INSERT DATE OR N.-A] How will this item or smr ice be Bused? Drugs and Medical Supplies for Fire EMS Has your department started a requisition or otherwise contacted the Purchasing Dn—isioa related to obtaining this goodlservice? Yes ❑ No x If yea, please provide requisition Il umber or brief explanation of contact with Purchasing Division: FDE.TAILED DESCRIPTION] Page 1 of 6 Vendor Services Agreement Page 17 of 21 ReCept Pharmacy, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 Section 2: Claimed Exemation and Justification (Other than sale 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_ X A procurement necessary to preserve or protect the public health or safety of the City of Fort'Forth'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; ❑ Apurchase of land or a right-of-way. Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that x%ill 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 v. ith 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 211. 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 gomrrunent; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391, Services performed by blind or severely disabled persons-, Goods purchased by a municipality for sub sequent retail sale by the municipality; Electricity. or Page 2 of 6 Vendor Services Agreement Page 18 of 21 ReCept Pharmacy, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 [] 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 forns_ ReCept Companies provides drugs_ medicine and medical supplies that are kept on the Fire trucks and dispensed to individuals for emergency treatment prior to transfer to MedStar for transport to area hospitals_ Drugs are individually packaged for safety and sanitary reasons to avoid any cross contamination_ Some predication have a shorter shelf life and EMT& often have to replenish stock xvith little or no notice due to mass casualties or weather related events_ This vendor provides local, same -day pickup on most items allowing the Fife Dept to restock in a emergent situation_ 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 Printer for detailed information about common exemptions [] *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? fEAPLALV HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH_ COI LNIUNICATIONS. DOCUMENTATION)l 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_ FSHOW YOUR RESEA.RCH?W- ORK THAT LEAD TO YOUR CONCLU ION1 Page 3 of 6 Vendor Services Agreement Page 19 of 21 ReCept Pharmacy, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 Did you attach a sole source justification letter" ❑ Yes ❑ No Describe the uniqueness, of the item or service (e.g- compatibility or patent issues, etc-)- fDESCRIBE THE UNIOUIESS OF TIME ITEM}SER vICE THAT OUALIFIE.S IT AS A SOLE SOURC El Section 1; Attorne-v 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's N Yes ❑ No - Was there mytl�ing attached to this form that was reehed on in making this determination? ❑ Yes M No - If yes, please explain_[DESCRIBE ATTACHMENTS CONSIDERED] Was there anything not included on this form or attached hereto that was relied on in making this determination's ❑ Yes M No - If yes, please explain_[EXPLAIN OUTSIDE SOURCE OF INFORMATION] Will the standard terms and conditions apply' N Yes ❑ No - Will the contract require special terms? Will the contract require ru new by the department attorney' Appro,-ed By: Ta or Paris ! Tessika Williams Assistant City Attorney ❑ Yts X No. fetes ❑No- Date, IGA.21 Page 4 of 6 Vendor Services Agreement Page 20 of 21 ReCept Pharmacy, L.P. DocuSign Envelope ID: 24AF63D6-2A81-4C34-B860-27ACDD4A7F18 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY RECEPT COMPANIES, L P. 1620 W NORTHWEST HWY, STE 100 GRAPEVINE, TX 76051-3177 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Carmine DeNardo Position: CEO/President UocuSigned by: r itac vt marb bLE3347A... 2. Name: Position: Signature Name: Position: Signature Name: DocuSigned by: C a1mw&Rresident / CEO Other Title: Date: 10/18/2021 Vendor Services Agreement Page 21 of 21 ReCept Pharmacy, L.P.