HomeMy WebLinkAboutContract 52617 a
CSC No.52617
RECEIVED
AUG -6 2019 CITY OF FOKY NVORI'll
CITY OF FORT WORTH SOLE SOURCE PURCIIASE AGREEMENT
CITY SECRETARY
This Sole Source Purchase Agreement (".agreement") is entered into by and between Crash Data
Group ("Seller")and the Citv of Fort Worth,("Buyer"), a Te as home rule nnunicipal corporation.
The Sole Sotn'ce Purchase Agreement includes the 1u11oNvini-, doCunients ,.`hick shall be construed in the
order of precedence to which the}`are listed:
l. This Sole Sourcc Purchase Agreement,
?. Exhibit A - Terms and C'ondillOns,
�. exhibit B Sellcr'S Quota
4_ E xhibit C Selicr's SoIC Source .lustilicatiun Letter_
I;xhihit l) Sole Souiree ProCurentent Justification, and
6. Exhibit E-: — C onfliet of-lntcrest Questionnaire.
Exhibits A, B, C. l) and F- which are attached hereto and incorporated herein- Lire made a part of this
Agreement for al I purposes.
The undersigned represent,: and warrants that he or she has the power and aut.horay to execute this
A-reement and bind the respective Seller. Seller wid Butter haze caused this Agreement to be ex.ectated
by their duly authoriLed representatives to be effective Lis of the date signed below.
)signature pa-,!C followsl
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCY MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: Jesus J.Chap (Aug 5,2019) ensuring all pertorniance and reporting
Name: Jesus J.Chapa requirements.
Title: Assistant City Manager
APPROVAL RECOMMENDED: Nat Chow y Mapes
By: Matthew D Mapes(Aug 5,201T 9)
�i Name: Matthew D. Mapes
Title: Police Sefgcant
By: E win Kraus(Aug 5,2019)
Name: FAwin Krause ORT APPROVED 1,S TO FORM AND
ride: Chief of Police LEGALITY:
A'[-l'FST:
WI Gl Y//����/'A!_
%Ixt Murray(Aug 5,21
Name: Matt Murtay
By: 7EXp' title: Assistant City Attorney
Name: Mary L Kayser
Title: City Secretary CONTRACT AL91IORIZATION:
k M&:C•: hone required
Date Approved:
Dorm 1295 Certification No.: N/A
CRASH DATA GROUP
By:
Name: Scott Baker
Title: President,Crash Data Group, Inc.
_ --�
L�IFFT.WORl
L-xhibit A
CITY OF FORT WOR'1'H,'1 ERAS
STANDARD PURCHASING TERMS ANUC:ONI)ITIONS
1.0 DEFINITION OF HUY R.
The City of I-o+rl 1b'orth. its officers, agents, scr%ants, authorized cmploNccs, Senors and
sub5eliers who act on behalf of various City departments,bodies oragenc.ies.
2.0 DEFINFLION OF SPULEEL
The consultant. C'ontractor(s). supplier. Contractor(sy)r other provider of'o0oils and,•'or scr\iccs,
its officers. agents, servants, employees. Sellers and >ub5ellers 400 act on behalf of the entity
under a contract with the('it\. Of fort«'ortlt.
3.0 PUBLIC INrOj;NAT1ON
Any information submitted to the C'it, of i'ort Worth (the "Cil\") rlaa\ be rcqucstcd bN a member
of the public udder the Teas Public Information Act. See ]ix. (Irn'r('om At,\. §§ 552.002.
552.128ic) (Vvest Supp. 2006)_ 11' the Cih recei\es a re(lucst for a Seller's proprictar-,
infornlalion. the Seller listed in the rcgtict Ncili be notified and given an opportunity to make
arguments to the Tcxas Attornc} General's Office (the °'A(;") rc-arding rca,on, the Seller
belie,es that its intarrrialion may not la+\fully he released if Seller does not make ar=gmncnts or
the AG rejects the araunlents Seller rnakcs. Selter's infOrrnation will be: released without penalty
to the City_
t.0 PROHIBITION AGAINST PERSONAL INTLRLST 1\CONTRACTS
NO officer or cmplovee of Burcr shall have a financial interest, direct or indirect. in an). contract
with Buver or- he financiall` interested, directIv or indirectly. in the :ale to Buffer of an- land,
materials, supplies or scr�ices, except on behalf ol'Buffer a, an otlicer or employee_ An), w illl'ul
violation of this section shall constllute mallcas.mcc to olllce,and any officer Or ernplo\cC ftltnld
guilty thereof shall lhereb-, forteir his office or position_ An} violation of this section «ith the
kno\yled-1c, expressed or implied. of the person or corporation contracting %vith the City Council
shall render the contract invalid b% the Cit\ Manager Or tlic City Council. (('hapter XXViL
Section 16.Cite of Fors Worth Charter)
5.1 ORDERS
5.2 \o employee, of the buyer or its ollicers, agcnt,. scr-�ants. Sellers or zubSellers who
act on behalf of various City departments. IN?dies or agencies are authorised to place
orders far goads andOr en ices without pro idin�,*approved contract number,, purchase
order numbers, or release numbers issued by the. Buyer. I he only exceptions are
Purchasing Card orders and emergencies pursuant to Tcxas Local Go�ernnlcrll Code
Section ?52.022(a)(1), t..'.). or (3). In the case of emergencies, f}lc lluwr's Purchasing
Division -,Hill place such orders.
5.3 Acceptance of an order and deliver\ on the part of the Seller -mthout an approved
contract number, purchase order number, or rcicaa c number issued b\ the Buyer may
resuh in rejection ofdelivery. return Of"oods at the Seller's cost andiornc+n-paNment_
6.0 SELLER TO PA KA ;F.GOODS
Seller «i11 package good, in accordance +kith good commercial practice. T:ach shipping
container, shall he clearly and permanent[} marked a, follo«;: (a) Seller's name and address_ (b)
Consi.-noes name. address and purchase order or purchase chanuc order number, (c) Container
number and total nttmher of containers. e.g., box I of 4 boxes; and (d) \mithcr of the container
hearing the packing clip. Scllcr ;haul bear the cost of packaging unless otherwise provided_
Revised Jul\ i 1,2019
Goxxls shall be suitably packed to secure lowest transportation costs and to conform to
r,equiremculs of common carriers and any applicable specifications. Buyer's count or weight shall
be final and conclusive on shipments not accompanied by packing lists.
7.0 SI PMENT UNDER RES>Ej VATIONPR li)I�iTFD
Seller is not authorized to ship the goods under reservation, and no lender of a bill of lading will
operate as a tender ofgmxls.
8.0 TITLE AND JUSK OF LOS)5
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of dclivery after inspection and acceptance of
1he goods.
9.0 DELIVERY TE AND,TRANSPOkFATl )N CHARGES
Freight lenns shall be F.O.B. Destination, freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation
costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the
quoted delivery terns do not include transportation costs; provided. Buyer shall have the right to
designate what method of transportation shall be used to ship thegoods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
cliange order,or release order.
11.0 RIG111 OF II SPECTI()N
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be rcsponsible for all charges for the return to Seller of any goods rejected as being
nonconforming under Ibe specifications.
12.1 QV01CL:ti
12.2 Seller shall submit separate invoices in duplicate, on each purchase order or purchase;
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number, Invoices shall be itemized and transportation charges, if any, shall
he listcl so;parately. A copy of the bill of lading and the i'reight waybill, when applicable,
should be attached to the invoice. Seller shall mail or deliver invoices to Buycr's
Department and address as set firth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goxxls andior
services.
12.3 Seiler shall not include federal Excise, State or(City Sales Tax in its invoices.The Buyer
shall furnish a tax exemption certificate upon Sellers request.
13.1 PRICE A`A11RA TY
13.2 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to hL no higher than Seller's current prices on orders by other, for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purclur.e. in the event Seller breaches this
warrrnly, the prices of the items shall be reduced to the prices contained in Seller's
proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel
this contract without any liability to Seller for breach or for Scllces actual expense. Such
remedies are in addition to and not in lieu of any other remedies which Buyer may have
Revisal July 11,2019
ill 13N► oreyuil%.
13.3 Seller �karrants that no person or ag%:ncv has been employed or retained to solicit
or retire this contract upon all a{,rcenlew or tirik rstanding, for comnlfssn7n. percentage.
brokerage or contingent fee. excepting employees of all established commercial or selling
:i`,,4ncy that is maintained bN Seller for the purpose of secirrin�� business. For breach or
Oolation of this warrant}. f3uver shall Ira-c the rid-ht. in addition to anv other ri�,ht or,
rhOns arisinLy pursuant to stud purchase(s),to cancel this contract "ithoul liahility and to
deduct front the contract price such eoinnlission percentage, brokerage 01'contlll''elt ice.
or olhenvisc lu recover the full ;lltountthereof.
14.0 j'j2C)Q ('1 WARRANT It'
Seller shall not limit ur esclttde am express or implied t%arrantas and all\, aiteitipt to do so shall
render this contract voldahlc al the option ol*Buyer. Seller warrants that the goods furnished will
ctrnfornl to lint}er'..rylccidieationn. draw' !, and descriptions listed in the proposal imitation. and
the samplc(�) funrished h} yeller. it am. in the event of it conllicd bet►.ecn fIuyer`s
specifications.drats ings,and deserIptions_ B t I er's sped fit eations shah gorern.
15.0 SAFETY WARRANM
Seller warranls dial the product sold to Buyer shall cont-Orin to the standards promul`7ated by the
U.S. Department of Labor tinder the Occupalional Sued! and health Act (OSIIA) of I97L1. as
amended. In the event the product floes not conform to OS11A standards. Buyer ina% relurn the
product for correction or replacernent at Seller's cspense. in the event Seller fail: to make
appropriate currcclion X%ithiu it reasonable time. and correction made: by rhit er will be at Seller's
expense. Where no correction is or can bt: Made. Seller shall refund all monies recti\.ed fi,r such
goods within thirt\ 1 30) days after request is trade by Rover in writing and rccei�ed b�r Seller.
Notice is considered to have heen received upon hand delivery. or othc"%ise ill accordanLe \,4'Bth
Section 29.0 of these lcrns and conditions. Failure to make such refund shall constitute breach
and cause this contract to lerrimiateininwdiatcly.
16.0 ySOYfWARE LICI,NSE Tom)SF l,LFR
If this purch.lse is tilt the license of oftwelre products andor ser%icos. and unfc.s othenyise
a-reed, Seller hereh� ,rants to Bit}er, a lierpetual, irrc%ocable, nail-cXclusiVC, nontcatlslcrahle.
roNalty free license to use the sofl\vare. This soth+are is "proprictan" to Seiler. and is licensed
and provided to the Ruvcr for its sine u54 l'Lrr pul-poses under this Agreement and anti attached
work orders or invoices. The City nmy not use or share this sofimare NOtllUul permission of the
Seller, ho%\,cvcr BuNer play make copies of tllc sotiivare cspresh for backuppurpr> cs.
17.1 3&ARR NTY AGAINST INFRI\C;E'MENT OF iNTFI, 'T1TA .PROPERTY
17.2 The STILLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analvses. applications, methods, wars, and processes (in this Section each
individually referred to as a "Deliverable"and collectively as the"Deliverables,")do
not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement_
17.3 SELLER shall he liable and responsible for any and all claims made against the
City for infringement of any patent, copyright, trademark, service mark, trade
secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way
Revised,fury 1 1. 1-019
connected with providing the services,or the Cib's continued use ofthe
Delivcrable(s)hereunder.
17.4 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any cl;:iim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from Cit}'s use of the Deliver•ahle(s),or ally
part thereof, in accordance with this Agreement, it being understood that this
agreement to indemnify,defend,settle or pay shall not apply if the City modifies or
misuses the Deliverable(s). So long as SELLER bears the coca and expense of
payment for claims or actions against the City pursuant to this section 8, SELLER
shall have the right to conduct the defense of :any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessam to protect the City's interest, and
City agrees to cooperate with SELLER in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under this Agreement,
the City shall have the sole right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, SELLER shall fully participate and cooperate with the
City in defense of such claim or action. City agrees to give SELLER timely written
notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment
of costs or expenses shall not eliminate SELLER's duty to indemnify the City under
this Agreement. If the Deliverable(s),or any part thereof,is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or compromise,
such use is materially adversely restricted,SELLER shall,at its own expense and as
City's sole remedy, either: (a) procure for City the right to continue to use the
Delivertble(s); or (b) modify the Deliverable(s) to make them/it non-infringing,
provided that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); ,or (c) replace the Deliverable(s)
with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no :additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to SELLER, terminate this Agreement, and
refund all amounts paid to SELLER by the City, subsequent to which termination
City may seek any and all remedies available to City under law.
18.0 OWN,LRSN[P OF WORK PRODUCT
Seller agrees that any and all analyses,evaluations, reports, memoranda, letters, ideas, processes,
methods,programs,and manuals that were developed, prepared,conceived, made or suggested by
the Seller for the City pursuant to a Work Order, including all such developments as are
originated or conceived during,the terns of the Contract and that are completed or reduced to
writing thereafter(the"Work Product)and Seller acknowledges that such Work Product may he
considered "work(,) made for hire"and will be and remain tho exclusive property of the City. To
the extent that the Work Product, under applicable law, rnav not be considered work(s) made for
hire, Seller hereby agrees that (his Agreement effectively transfers, grants,conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including copyright, which Scller
may have in any Work Prmiuct or any tangible media embodying such Work Product: without the
necessity of any further consideration, and Buyer shall be calitled to obtain and hold in its own
Revised.)tih, I I,2019
name, all intellectual ProperIN rights in and to the Work Product. Seller fOr Itself and on behalf of
its Sellers hereby waives an}- property interest in ,rich Work ProdUCl.
19.0 N1_•'TWORKACCFSS
he City ovens and operates a computing cnvirolunent and nemork (collectively the "Network y
it Seller requires access. whether onsite or remote, to the C`11i's network to provide services
hereunder.and the Seller is required to utilize the Internet. Intranet. Email,C liN database. or other
nelvvork application. Seller shall separately execute the City-,; Net+vork .Access A-reenlent prior
to prov'idine, such ,crvic,s. A copy of the Citv's standard \etwork :Access Agreement can be
provided upon request.
20.0
Bu1er%hall have the right to cancel this,contract immediate) for&fault inn all or an} part of the
undelivered portion of this order if Seller breaches any of the 1cr►n, hereol', including warranties
of Scllcr. Such right of cancellation is in :addition to and not in lieu of any other remedies. winch
Buyer may hove in law orcyuit\.
21.0 TERN I1 ATION
The performance of-m ork or purclaasc oS`}nods under lhrs order ma\ be terminated in whole or in
part b-' BuNer, vvillt or without cause. at any time upon the delivery to Seller ol'a written "Notice
of Terminal ion" spccifyinh;the e\Icn( to which per6brnt ail ec of work or the`'oudx I be purchased
under the order is tenninated and the date upon which such termination becomes effective. Such
ri.Tht of termination i_� in addilion to;and not in lieu of any ether termination rights of f3uver as set
forth herein
22.0 ,4.SSl .NM 'NT/UEL.H_CATIQN.
No interest. obligation or right of Seller, including the ripdm( to receive pavn►enl, under this
contract shall be as;"Wned or delegated to another miit\ .%illiout the express written consent of-
Bit\cr. r'1•ny attempted assignment or ►lele-alion of Seller shall be vvholk void and locally
ineffective for all purprascs unless made in conformity vvitl► 1hi, paragraph, Prior l0 Bw er giving
its co►►sent. Seller agrees that Seller shall provide, at no additional cast to Buyer. all docurlrenh,
as determined h} Ruycr, (hit[ :are reasonable and neccssary to verifi Seller legal legal ;tatlls and
transfer of rights, interests. or obligations to also filer entity.The dvcuntenty that may be requested
include, but are not limiled to, .Articles of Incorporation and related amendments, C'er(iticalc of
Merger_ iRS Form W-9 to verify tax identification mind r, ctc, Buyer reserves the right to
withhold all payments to and entity other- than Seller, if Seller is not in compliance willr this
provision. l l'Seller fails it, provide neeess;lry information in accordance with this section, Buvet-
shalf not be liable for arav penaltirti, fees or interc,t rc,ultin,,thereli-nrl►.
23-0 WAIVER
No claim or right arising out of a breach of this contract can be discharved in whole or in part b�
a waiver or renunciation Of the claim or right unless the waiver or renunciation is supported b}
consideration in wriling and is signed by the aggrievedpajih_
24.0 MODIFICATIONS
This contract can he modified or re,cinded only b� it written agreement sighed b\ hothparties.
25.0 THE AGREEMENT
In the absence of an o(hervvise negotiated contract. or toles .taled otherwise.. the Agreement
pklvvicen Ruvcr and Seller,shall consist of[lack Standard Vcrnt,and Conditions ttwether with anv
applicable proposal docr►menrs published by the Buver :and Seller's Response to such propo.al
Revised Jul\ 11,2019
(the '-wiltraet Lhwunlcnl; ). Ihis Aureement i,, intended by the parties as ,a final cxpresmon of
their a-reenlent and is intended also ail .L colllhlete and CXC1Lltii%e 'Miller11C111 Of the (Crnl5 of theft'
agreement. No course col' prior dealings betwwen the parties and na LIS12C of tilde shall be
rele%a►lt to supplement ill' explain all) lcrlll used in till~ Aurreement.` Acceptance of or
acquiescence in a course ofperfimrmance under this Agreement shall not he releaant to determine
the meaning of thV, Agreement even though the accepting or acquiescing parfti has knowledge of
file performance and oppurtunit% for oh_jeetiun. Whcnc\er a term defined b\ the Uniform
Commercial mmercial ('ode I I'C'C*) is used in this Nf-,rvcmcnt, tilt dcf-millon coulaincd ill the UCC shall
control. In tile, event of a conflict bemeen the contract doe till ICIAS. the order oC preCcdcll4c shalt
be these Slandard lernis and Comillions, the BLI\er's published proposal documents ;Ind the
Sellers mpollse. It Buyer and Seller have other iw negotiated a contract, this Agreement sliall
not appIN,
20.0 APPLICABLE L,%W f VENUE
his aacreement Ahall he goNerned b� the UnifOrin Commercial mllercial Cock "llerever the tend "Uniform
Commercial Code" or"I l('(— is used. It shall be construed a,: meaning the t InilOrm ('onumcrcial
Code as adapted and amended in the Slide of, Iexas. Borth parties agree that venue for and
lilt,—mllo>n arising fr'am this comr,►cl sliall he in I`orl Worlh, Tarrant Comm. Texas. Till,, contract
shall be governed,construed and enforced under the of the State of l cmis.
27.0 INDF PENI)F NT ' )N7 F ACTOR(Sl
Seller shall operate hereunder as an independent Contractor(s►and nol a-,an officer, agent. ser4atlt
or employee of Lauver, Seller shall llave eXaltisivC control 01' Mid tllr. eu;lusive 1710111 It, Control,
(}le details of its operations hereunder, and all persons perforimug, sanhe. and Shall be soleh
responsible for the acts anel omissions of its officers. agc►u5, cwplo ees, Sellers and still- Sellcrc.
['he doctrine of rrspondeat superloi shall not apply as bC1%\Cel1 RLI}cr and Seller. its officers.
ap,eilts, employees_ Sellers and stihScllcrs. Nothul,, herein shall he construed is creating a
partnership or joint enterprise between litner and Seller. its ,ltficers, a!tcnls, employees, Sellers
and subSL:llers_
2S_1 [.]ABILITY AND INDEMNIFICATION.
28.2 LIABILITY - SELLER SHALL HE LIAHLF. ,AND RESI'ONSIRLF, FOR ANY
.AND ALL PROPERTY LOSS, PROPERTY DAMAC E AND/Olt PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND
OR CIIARXCTER, WHF.THF.R REAL OR ASSER'FED. TO THE EXTENT
CAUSED BY TIIF. NEGLIGENT ACT(S) OR 01b1ISSION(S), MALFEAS,ANC'Ir.
OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
283 1NDEMNIEICATION - SELLER IIEREBV COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEF'F;ND TIIF CITY (ALSO
REFERRED TO AS BUYER), ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, F'ItOM AND AC:A,INST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CRAILACTER, WIIF.THER REAL OR ASSERTED, FOR
EITHER PROPEWFY DAMAGE OR LOSS (INCLFIDINC: ALLEGED DAMAGE
OR LOSS TO SF,I.I,ER'S Ht SINESS. AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY. INC'LUIIINC: DLATII, 'TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTITAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR I'N CONNFC'TION WIT11 THIS
AGREEMENT.TO THE EXTENT CAt;SF.D HY THE ACTS OR OMISSIONS OF
SELLER, ITS OFFICERS.AGENTS.SUBCONTltaCrOR(S)S,SERVANTS OR
EINI PLOY E ES.
29.0 SFYFRAiiIIITY
In case any one or more, of the provisions contained in this a"reenicnl shall for an\ reason, be
held to he invalid, illegal or imcnlorccable in art% r`speet. such invalidity. illtgalit,, or
UnCrllorceablltty shall not affcel any other provision of this agreen-iCnt, x,hich agreenient shall he
conctrucd as il'such invalid, illcual or unenforceable provision had ncver been colliainedherein.
30.0 FIeCAL F 1N1)INC I,jtijjjA I0-N
In the event nu lUnds fir insufficient finals are appropriated and budgeted in and fiscal period for
payments clue, uudcr (fits contract, then fiuver ,vill inumctliatef, notil" Seller ofi such occurr<nee
and this contract shall he terminated on the fast day of the fiscal period fur which funds hake been
appr'oprialcd ,%itlinut penahy or expcn.e [o Buver of any kind ,vliatsoe,cr. except to the portions
of annual payments herein agreed Uporl for „hick funds shall have been approprialetl and
budgeled or are otherwise available.
31.0 NOTIC ES TO PARTIES
Notices addressed to Boyer pursuant to the priwisions hereof shall be conclusively determined to
have been delivered three t;) husinc+s daNs follomils' the daV Such nt,tiCC is dcputiiled in the
11nilcd Slates mail. in a sealed envelope settle millicient po,tarte attached. addressed to Purchasing
llariagcr, City of fort 1&`orth. I'urchasin!2 Division, "Oil feEas Street, fort Worth. 'texas '76102.
Notices to Sellcr shall be conciti!5wely determined to hw k: been delivered three f;) business days
followhie the day such notice is deposited in the l-nited Slates mail. in it sealed envelope %kith
sufficient postage attached, addressed to the address glxcu by Seller in its r'cslxmsc to HttycrS
invitation to proposals. Or if sent via express courier or hand delivcn, notice is considered
received upon deliver}-
3"'.0 NON-1)ISCRIYIlN;ATIOiN
This contract is made and enterer[ ink} with reference specilicall,` to Chapter I", Article [it.
i)ivisiori 3 ("Finploynient Practices"). tit' the. Cif% Code of the City of Fort Woryh f 1986f, as
amended, and Seller hereby covenants and a`,recs that Sellcr. it:. employees, officers. agents,
Sellers or subticllers. have fully complied ,with all provisions or same and thal no employee.
participant- applicant. ('ontriclor(s)or sub *on trtctor(s)ltas been discriminated against aceordin,,*
to rite terms of such Ortlinamcc by Seller. its emplcnees. officers. agent,;. Contractor(sior
subsellers herein-
43.0 INLVA1C;RATiON NATiO]NAL.I`E'Y ACT
Sellcr shall verify the identity and eniploynterit eligibility of its employees who perform %,ork
under this Agrccnient, inc[udilm, complcting the Cmp[o�t►lent }:.li<�ibilit, Vcritic:ltiun i urm (1-
9). Upon request by City, :Seller shall provide Cily ,k ith topic~ t4 all 1-9 fornis and supporting
cligrhrlrty documentation for each eniployc_t. %Illo perlomtis %,ork trader this Agreement. Sellcr
shall adlicre to all l:ederal and State laws as %vcll as establish appropriate procedures and control;
so that no services ,%ill be performed by any Sellcr emplovct: who is not fepily eligible to
perform Such services. SELLER SHALL INDEMNIFY CITY AND HOLD CiTY
HARMLESS FROM ANY PENAir.TIVS, LiABILITIES, OR LOSSF;S DUE TO
VIOLATIONS OF THIS PARACRAI'll BY SPI.LER, SELLER'S EMPLOYEES,
SURCONI'RACTORS, AGENi;S. OR LiC'ENSEE;S- ('itv. upon written notice to Seller. shall
have the right to immediately terminate tlii, ALreement tor,,iokitions ofthis provision by~elder.
Iteviced ;kugusl 31,'tOI
3-1,0 HEA1,1Ii.SAFEJY,AND ENVIRONMENTALlzE.011I<ixFtilH NTS
Servlces. prtoducts. material;, and Supphe, proN ided by the Seller Must meet or exceed all
,applicable health, safety. and the; environmental la%%S. requirements. and standards. In addition.
Seller agrees to obtain and pay. ill its ov.n expense, for all I;ccww,S, permll.. certificates, and
inspections n"essan to provide the products or to perlOrm the scrx Ices hereunder. Seller Shall
Illderilllll\ Rif-'er from any Imialties or liabilities due to vitiations of this provision, t3uver shall
have the r•ipllt to immediately terminate this A.1reement for violations of this provision bN Seller.
35.0 RK:NT TO A ;DIT
Seller agrees that the 13rryer, or Btv er's authorized representative. shall_ until the etipiratiou of
three (_i) years after final payment under this contract. and at no additional cost to Ruycr, htrvc
access to and (lie right to examine and copy any directly pertinent books, computer di,ks, digital
file;, documents, papers and record; ofthe Seller irleokin.; fran;actions relating to this contract.
includinL any and all records maintained pursuant to Section 31 of this Agrccntcru_ Seller agrees
that the liuyer ,hall lime acccs, dttring normal rtiorking how-, to all necessary Seller facilities.
and shall be. provided adequalc and appropriate workspace, in order it) conduct audits in
compliance with the provisions of this section. Bel cr shall pay Seller for reasonable costs of an\
copying,, in accordance %%Ith file standards ,,cl forth Ut the I cxas Administrat1%e Cade. -lie Bever
shall give Seller reasonable advance written notice of itltended audits. but no less than tell (10)
business days.
36.0 DISA1311.ITV
in accorlancc 4villl the provisl ons of the Americans Willi Diythililius Act of Iel4)0 (ADA)_ Seller
vvamwts thal it and an and all of its subSeller:s xvill not urr)aniulhv discriminate on the basis of
disability in the provision of services it) general puhlie, nor iu the availability, terns; and.'ur
Wllditiorls of employment filr applicants for employment %%ith, or erllployecS of Seller or any of it.,,
suhSellers. Seller evarrinis it «ill Cuff\ cemtply eritli ADA's pmvisiuns and any other applicable
tcdcral, state and local laws concernkm dkabiliry and will defend_ indemnify and hold L?m cr
li anllless agallist lilt\ claillls for allcumlioll" ayyclted by third parties or sttbSeller. against BMel-
arising out ol'Sellers ands or its ,ubSCII&S alleged lailurc to WIltply ty ith [lie above-r:fcrcnccd laws
conccrnin`-,distibilily discrimination lit lite perli,r ilmice of th1S it`o1-LYr1W111.
37.0 DISPUTF:RESOLUTION
II' either Buyer or Seller has i claim. dispute. or other manor in question for breach of duly.
obli,miticm,,services rendered or any %%arrmty that arises under this Auccment, the poetic~ [).ill first
attempt to restllve the (natter through this dispute re50lutiotl pr+,)cLss. 'The disputin,; patty shall notify
the other party ill writing as soon as practicable after diScowrirtg, the claim►. disptUc, o' [)reach. The
notice shall �Aule the nature of the dispute and list the part-Cs pecific reasons fix- such dispute.
Within ten (10) business days of receipt of the notice. both pwties shall make a good faith effort
either 111WILIgh crnail, mail, phone conlcrence. in person meetings, or other rt:as llable means to
rc-Soh'c any claim_ dispute. breach or other matter in question that mac arise out of or in connection
with this Auxecnlent. If the parties fail to r-csol%e the dispute yvithin Sixty (00) dayS of the date of
receipt of the notice of the dispute, then the partles 1Ti P. Submit the illaller to lino binding, mediation
npty "riven conscat of authorized representatives of both parties in accordance %%ith the Industry
Arbitration Mules of Lite American Arbitration Ass.Nation or other applicable ntles !,mcriitl;
Ill Iorl then in effect. If the parties cannot ttisolve the dispute limiti,h mediation,then either pan_
shall have the right to exercise any and all remedies available oiler 14m rc.,smrdiiig the dislntte.
Revised August 31,?017
38.0 YR )HIIi1T1 N ON CONTRACUINC WITH('OMI'ANI�;S IJUT BOYC'O'1'1' 1SIZAF:1.
If Seller has fewer ilmn I l)employees or the Agi-cement i,iow leti;than $10.000. this section 31 does
not apply. Seller ackno%vledr�;That in accordancc +Kith Chapter 2270 of dac Texas Government Code.
Clty is prohibited from enlerint, into a contract with a cumpan, fOr cx+Cls or er%lccs unless the
contract contains a written verification fmm the companN t11a1 it, (1)dues not bo%cott Israel; and(?)
will not lx}ycott Israel during the tenii u1 file contract, 'I*hc terms -bovaolt Israel" ;and "computy--
shall have the mcanim-,s ascribed to those terms in Suction 808.001 of the (c.\as Government Code.
13� si`�►im- Illis Addendum. Seller certifies that Seller's signature provide written verification to City
that Seller: (1) dcxs not ixtN-cott ISMCI, and (?) .N iI1 nut lx>vca)tt Israel Junin, the terns (if the
A-1- ement.
Revised August 11,2017
L AIlIUI U
y , l QUOTE
P: (800)280-7940
Q9801 2
E:crash@crashdatagroup.com
PO BOX 892885,Temecula,CA 92589 5/23/2019 612412019 DW
11ILLIG Slap TO
Fort Worth Police Fort Worth Police
350 W. Belknap Street 1 t00 Nashville Avenue
Fort Worth,TX 76102 Fort Worth,TX '76105
Attn:Traffic Division
r1EM DESCRIPTION QTY RATE TOTAL(USDA)
CDR-900K CDR 900 Upgrade Kit(17.8 Release):Part#1699700630. Includes interface 1 3,800.00 3,800.00
module and connections cables
SHIP Shipping and Handling 1 25.00 25.00
FEIN: 46-3027670 SUBTOTAL $3,825.00
Download our W9, Sole Source and other documents at SALES TAX(0.0%) $0.00
www.cashdatagroup.com/support TOTAL(USD$) $3,825.00
Exhibit C
QWC RAS}r l AT4
RETRIEVAL
Invented for life
August 1".2012
Dear CDR Customer,
Bosch is happy to announce that Crash Data Group, our premier distributor since 2006, will now be
our exclusive distributor for the CDR product line for the US. Crash Data Group will continue to be the
exclusive reseller for CDR products in Canada. All retail CDR product sales in the future will be
processed exclusively by Crash Data Group.
Crash Data Group has been chosen due to their exceptional customer service, product knowledge,
and exclusive features:
• 2417 online product ordering
• Easy credit card payment processing
• Same-day shipping
• Personalized CDR Dashboard service
• Exclusive product bundles
• CDR inventory management
Effective immediately, customers will be directed to Crash Data Group to purchase CDR products. To
keep uniformity with the CDR product line, Crash Data Group will continue to sell products at the
prices established and monitored by Bosch. Bosch will discontinue selling CDR products directly to
end consumers in the US on August 31, 2012,
As part of Crash Data Group's exceptional customer service, detailed records are maintained of
customer CDR hardware and software subscription status. Please take a moment to complete the
CDR inventory checklist; Checklist.pdf
Please email or fax a copy of the completed checklist to Crash Data Group. This will help ensure
Crash Data Group will have the most current information to better serve your current and future CDR
needs
Regards.
The Bosch CDR Team I
;rash Data Group
Phone: (800) 280-7940
Fax: (866)966 7033
FinaiI
5bakerir�r;r:�si'tdataerc�urs,com
Web:vNmi cdr-system_com
1 l 1 5 t 1 1
I 1 f
I
Sole 5ourre Distributor for Bosch CDR Products
United States and Canada
June 1,2013 to Current
i
l To Whom It May Concern,
i
Crash Data Retrieval (CDR) units,accessories and software art?products of Bosch
Automotive Service Solutions.The CDR products are only available for retail
purchase in the United States and Canada through Crash Data Group, Bosch's
sole product distributor.
l
Sincerelyr
f
Scott Baker
Owner,Crash Data Group Inc
800-280 7940
{ shaker ycfashdata+?roc;o.c;err
www.cdr-system,com
i
i
l
3
i
l{
i
Crash Data Group,Inc
PO 892885,Temecula,CA 92589 41141169 Enterprise Circle North 9103,Temecula,CA 92590
P.(800)280-7940 l F:(866)966.7033 ( vwvw c Jr-wsmrT,.c.am I E::sbaker@crashdatagroup.com
i
Autorriot,,;t i4fter:,tj,,ke!
Automotive Sef ire SOIL.-b CIP 5
May 61,20 13
',F.W A:arft*dA
'v,Pit4Q 3SC
a!4a Par
To Whom
Mav Coucein.
Crash D;m Retrieval(CDP; UriftS, accessories and suftwam are producif,of
&scrt Ai.,aomwive Service Sohmons. The COR products are-jn!y availlotple
For retail Purchase.n t1he United Stafcs and Canada through oat scie prodw
d!5M"buto% Crash Data
Mil ffeundhchen -;rjPep Bev,regards,
Dan Walker
CDR Business NalAvr
sosct Atilor"O!ive serwe
2d30 AlaFT*G'- Padre$0--ra
Sar.!-&S;Lrbara, (A IYS 0-11716,
lei- 1005 680-C'2 3 1
f ax: F I 30r�956-E'3,11
Mobwje- +1 70-OrA2-679r.,
BOSCH dze 1r0l'.10-ma i's 3 Powe-RM41 C;:VbH. .5offmam-
Exhibit D
FORT WORTH
CITY OF FORT WORTII
CHAPTER 252 EXEMPTION FORM
This form must be provided when reauestinu to make a purchase over$500)0 without followin
public bidding requirements.
Instructions: bill out.the entire form with detailed infrormation. Once you have completed this
form,provide it to the Purchasing attorney for review. The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible. If you are printing this form to provide to Legal,please do not
provide the Primer portion. Failure to provide sufficient information may result in Inflow up
questions and cause a delay in the attorney's determination.
Section 1: General Information
Requesting Department: Poh'ce ,
Name of Contract Manager:James Ro driguec
Dq)artment's Attorney: Matt ,lurray or Royce I lansen,
Item or Service sought: CDR 900 upgrade too[-kit
Vendor:Crash Data Group Current Agreement for itcmJstrrvict: Yes — No x
CSC 4:
How will this item or sen-jec be used: Fort Worth Police Department is currently using the
Bosch retrieval system and we are purchasing the upgrade kit. "plus is for the upgraded tool-kit
that is needed to download data from new vehicles coming out 1 rom manufacturers. Without the
tool-kit the data-.kill not be able to he gathered Vehicle crash data for criminal cases.
The Bosch CDR is the only publicly available product capable ol'downloading data from an
Event Data Recorders. All current methods of this data retrieval are proprietary:the Bosch
Crash Data Retrieval Toot (CDR)is used on vehicles from(;M, Ford,Chrysler,and certain
partner companies.
This uiftvcare is required it)remove data from new vehicles aver a vehicle crash. Vehicle crash
data is data that may be stored in the vehicle's safety system after a crash. It is one of the most
important pieces ol'cvidenc:e to be collected and evaluated as pert ofa vehicle crash
investigation. The crash data is unbiased,proven,accurate and dclemsible. When examined along
with other available physical evidence from the crash,the vehicle crash data can provide a much
clearer understanding of what happened before,during,and after the crash.
Page 1 of 4
Section 2: Exemption Justification
Please indicate which exemption you believe applies to the purchase and r)rovide information to
tiupport its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality;
a procu renicnt necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement nccessar;• because:of unfioreseen dama�lc to public niachincrn_equipment, or
other property:
a procurement for personal.prof 44,sional,or phuming service~:
a procurement for work that is performW and paid lbr by the day as the work progresses:
a purchase of land or a right-of-way:
X a procurement of items that are available froin only one source, including:
a purchase of rare books, papers.and other library materials for a public library:
paving drainage, street widening, and other public improveniews. or related matters. if at
least erne-third of the cost is to be paid b+ or through special ass:ssinent5 levied on property that
will benefit from the improvements-,
a public improvement project.already in progress,authorized by the voters of the
municipality. for which there is a deficiency of funds l'or completing the project in accordance
with the plats and purposes Mithorized by the voters:
a payment under a contract by whiclt a do%eloper participates in the construction of a public
improvement as provided by Subchapter C, Chapter 212;
___ycrsonal property sold:
(A)at an auction by a state licensed auctioneer,
(13)at a going out of business sale held in compliance with Subchapter K, Chapter 17.
Business& Commerce Code,
(C) by a political subdir-ision of this state. a state agenv� of'this state.or an entity ofthe
Iederal government"Or
(D) under an interlocal contract for ccxiperative purchasing administered by a regional
planning commission established under Chapter 391;
services perliormed by blind or severely disabled persons.
goods purchased by a municipality lbr subsequent retail sale by the municipality;
Clectricity:or
advertising,oilier than legal Itotices.
Please provide details and facts to explain why you believe tic exemption applies to the
purchase. You may also attach documentation to this form.
This Purchase isn't over 50k but Bosch/Crash Data Group is the naanufaeturer/provider of this
product.Crash Data Group Inc. is the sole source for Bosh Crash Data Retrieval Product line in
Page 2 of 4
the United States and Canada.
Section 3: Attorney Ucterminatio�n
With the facts provided by the department,is the use of the clairned exemption defensible if the
City,%cre to be challenged on this purchase? ✓ Yes or No
Was there anything not included on this form or attached hereto+ that was relied on in making this
determination? Yes or ✓ No
If yes, please explain:
Page 3 of 4
EXEMPTION FORM PRIMER
Below are explanations and examples of*common exemption that apply to municipal purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney.
I. A procurement made 1)MMIsc ol'a public e4damity that require the immediate
appropriation of money to relieve the necessity of the municipality's residents or iti preserve the
property ol'the municipality. This is generally used in cases ol'public emergency.
?. A procurement necessary it) preserve or protect the pilblic health or safety ofthe
municipality's residents. This is a factual docrminalion that ,Nill Ix-used %%hen the purcl>klse directly
impacts public health and safety_ Please note.this is generally a cry narrow rsreption.
3. A ptoettrcnicnt necessaii. because of unforeseen damare to public machinery. equipment,
or other property. Damage or inmiediately foreseeable daniage that is caused by an unexpected
event. This will generally be used when a naiciral disaster or unforeseen failure occurs that imparts
other Property.
4. A procurement for personal,professional,nr planning services:
Professional scivices arc not defined under Chapter 252. so there is no precise definition to
follow_ 1 tower .cr,the 'Texas Attorney Ceneral has su+sgested lh,it a professional service
comprehends lAx)r and shill that is 'predominately mental or intellectual,rather than physical or
manual."" Tex. Atty Caen Op.JIM-940 t 1998) (quoting Maryland Casualty Co. v. Cray Water
Co., 160 S.W. ?d 102(Tex. C'iv. App. Eastland 1942. no visit). Flie Texas Attorney-Oeneral
has also opined that"professional services"no longer includes only the x n-iees of lawyers,
physicians.or theologians_ but also those numbers of disciplines rt;yuiring special knowledge or
attainment acid a high orderuf"learning. skill, and intelligence. Id.
Facts needed it) support a professional service exemption include the: specialized requirements of
that pmfession and the rniental and intellectual skill required by the person while perfonning the
service. Purchases of goods are not professional services.
5. A procurement of items that are available from only tine source.
This exemption is comimotily retermd it)as tine sole source exemption. In detcrtnining whether a
purchase is of a rdx)d or service that is aN ailahle from one source,you should not ennsider price
or time to receive the good or service. The infbrmation needed to support this exemption, is that
no other pn>vi;der can provide the sen7ice fir catel of y of good except for the vendor you are
proposing. Some examples of sole source purchases include service agreements when only one
vendor is authorized to%vork on the equipment by the inanul'acturer wed allowing another vendor
would void the wan•;,nty: purchase ofa good that is copyrighted or trademarked and only
provided by one vendor.
Page 4 of 4
CONFLICT OF INTEREST QUESTIONNAIRE: FORM CIQ
For vendor doing business with local governmental entity
This"atfonnaire reflects changes made to the taw by H.B.23.Nth Lag_.%I' ssi 1;1:.r Seon. OFRCEUSEONLY
i his queshonnalra is being find in aocordance with Char 176,Local Gm c rnrnent Code,
by a widor who hoe a business reletiarttl;fup as defined by Section 176.001 I,?-.,►%vfth a local
governmental entity and the vendor meets requirements under Section 176.C "u(a).
ley lawtf»s questionnaire must be filed wish the records adrnirri0vWr of tho kraal governmental
entty not later than the 7th business day after the date the vendor becomes aware cf faUs
thal require the statevr eni to be filed- See SeaWn 176.006(8-1),Lord Ga-c r ment Code.
A vendor=wits an offense it iron vendor knowetgty violaU s Section 1 6.006, Local
Government Code.An onense under this section is a rniscemeanw.
t Name of vendor who has a business relatfonship with local governmental entity.
eRS Nr4 6Ro�P JN�
2 Check this box if you are filing an update ton previously filed questionnaire.
(The lawr rogwres Irat you file an updated ccmpteted questionnaire with tho appropriate firing authority no,
later thm dw nth brziness day a",er 1*date on which you becans awtve that the origin,,*faded queadomalre was,
:nccrnplate-,or inaccurutt,.) _
3
Name of local govemmerrt officer about whom fhe intormation in this section is being disclosed.
CAI � ]�. Alirf-z�
Nam of ollim
This sectia►►5(item 3 x,ekfoing sttbfatts A.B,C.&D) rnurA be completed 1w each o'liap mil.whom the vendor t as an
employttunl er other business refatlonehip as defined by Section 1 y6 001(1-ir) Locci Government Cade. Attach aidirional t
pages to this Form CIO as necewsary. '
A. Is the locat government offitet named in this sectwn nttetving or kk4 W rc slue taxable Intone,other%tw irwcstmcrd
into u .from d.e vondor?
a Yes EA NO
B. is the vendor receiving or tikaftr to receive tw able income,outer than irmestm ent irxzrne.from or at the dire lion of the local
govemment offer named in this section AND Jxe t:nabe incoona is not received from the�ocai gove:.nenmj entity?
QYes rV7 hk
G. is the filer of this qusstiormaire employed by a corporation or other business"lAy with nwec:to which the local
govermnertt 01 icar serves as an officer or director,or holds an Wnerstop mtemst done percent or more?
Yes WT-/
D.Describe each employment or business and family relationship wr7,h the bocai govemnrerd officer named in this section
ry If
stgn=fe of dowq tusk+wit t'no 9"wrmerW emit)
Adapted&T2015