HomeMy WebLinkAboutContract 55780CSC No. 55780
FORT WORTH
C��'i' OF �'OIiT WORT�
SOLE SOURCE PUI2CHASEAG�EII�NT
This Sole Souree Pu�rchase Ag�eenaent ("Agree�ent") is entered into by and between
Infrastructure Technologies ("Sellea-") and the City of Foa-t Woa-th, ("�anyerr"); a Texas home rule
municipal coiporation.
The So1e Source Purchase Agreement includes the following documents which sha�l be construed
in the order of precedence in which they are listed:
2.
3.
4.
6.
7.
This Sole Source Purchase Agreement;
Exhibit A: Tenns and Conditions;
Exhibit B: Conflict of Interest Questioiu-�aire.
Exhibit C: Seller Contact Infoi-�nation
Exhibit D: Verification of Sigi�ature Authority
Exhibit E: Seller's Sole Source Justif cation Letter and
Exhibit F: Seller's Proposal
Exllibits A, B, C, D, E, and F, which are attached hereto and incoiporated herein, aa•e made a part
of this A� eement for all pi.uposes. The Amount of this contract shall not exceed fifty thousand
($50,000.00).
The undersigned represents and warrants tl�at he or she has the power and authority to execute this
Agreement and bind the respective Seller_ Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of tlie date si�ned below.
[Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTE�
AND AGREED:]
City:
D�rr� gurc�hdoff
BV: Dnna Gu�ay 27. J021 J7::i1. PDT!
.,
Name: Dana Burghdoff
Title: Assistant City Manager
I�ate:
Ve�dmr:
��
By:
Name: Cori Criss
Title: CEO
Date: May 10, 2021
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: Chfirt()tJ/zer !larder Christopher H6rder (May 27. 2021 07:20 CDT)
Name: Christopher Harder, P.E.
Title: \Nater Department Director
Approved as to Form and Legality:
By: Name: JB Strong
Title: Assistant City Attorney
Contract Authorization: M&C:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
perfonnance and reporting requirements.
2
By: ��� Name: Regina Jones
Title: Contract Compliance Specialist
City Secretary:
By:
Name: Mary Kayser
Title: City Secretary
Revised 3.11.20tp
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDAiZ.D PURCHASING TERMS AND CONDITIONS
fl.0 DEFYNI'd'ION OF ��JX➢�i�
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or a�encies.
B.� �DE�'�NA'I'�Ol�t �F S]EI.I,E➢�
The Veiidor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 ���"R
This Agreement shall begin on the date signed by the Assistant City Manaber below ("Effective Bate")
and shall expire on , 20 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). Buyer shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to ( ) one-year
renewal options, at Buyer's sole discretion.
�.� �'dJ�LgC iNFORI�A'I'iON
Buyer is a government entity under the laws of the State of Texas and all documents held
or iizaii�tained by Buyer are subject to disclosi.ue under the Texas Public Infonnation Act.
In the event there is a request for information marked Confidential or Proprietary, Buyer
shall promptly notify Seller. It will be the responsibility of Seller to submit reasons
objecting to disclosure. A determination o� whether such reasons are sufficient will not be
decided by Buyer, but by the Office of the Attorney General of the State of �'exas or by a
court of competent jurisdiction. The Parties agree tliat nothing contained within this
Agreement is considered proprietary or trade secret infonnation and this a�reement ivay
be released in the event that it is requested.
5.� �'120i�IB�'TI01�1 AGA�NST ]PFI2SONA� k11aT'I'E1�ES'6' �N ��N'li"�,�i�'V'�
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or ii�directly, ii1 tlie sale to Buyer
of any land, materials, supplies or services, except on behalf of �uye� as an officer or
einployee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall there by forfeit his office orposition
�evised 3.11.20tp
Any violation of this section with the lcnowledge, expressed or implied, of tlze persoi� or
coiporation cont�acting with the City Council shall render the contract iizvalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort WorthCharter).
6.0 O�EI�S
6.1 No einployees of the Buyer or its officers, agents, servants, vendors or sub vendors
who act on behalf of various City departments, bodies or ageiicies are autl�ogized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies, the Buyer's Purchasin� Division will place such orders_
62 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
,�, �. , ,� ;�� : ; , !�l�I�Z��_Z•�
Seller will pacicage goods in accordance with good coriunercial practice_ �'aclx slupping
container shall be clearly and pernianenCly marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total nuinber of containers, e.g_, box 1 of �' boxes; and
(d) Number of the container bearing the pacicing slip. Seller shall bear the cost of �acka�ing
i.uzless otherwise provided. Goods shall be suitably packed to secure lowest transpoa-lation
costs and to confonn to requirements of coirunon carriers and a.ny applicable specifications.
Buyer's coi.ult or weight sha11 be final and conclusive on shipments not �ccompanied by
packing lists.
8.� S�I�PIi��E1�TT �JN�IEIZ I2ESERVA'TTONPi20HIBITEi)
Seller is not autliorized to ship the goods under reservation, azid no tender of a Uill of ladin�
will operate as a tender of goods.
9.0 '�'b'�'1LE ANI) RASK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and talces possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
fl0.� �E�I�AZ�' '�9�'El2li�IS ANi) TRAN PO�'I'f0'I'ION CHAI2GES
Freiglzt terms shall be F.O.B_ Destination, Freight Prepaid andAllowed.
Revised 3.11.ZOtp
fl h.� PL.,�CE OF DEI,IVEl2Y
The place of delivery shall be set forth in the "Ship to" Ulocic of the purchase order,
purchase change order, or release order.
b2.� R��G�I'I' OF INSPlEC7'ION
Buyer shall have the right to inspect the goods upon delivery before accepting thein. Seller
shall be responsible for all charges for the retl.un to Seller of any goods rejecied as bein�
nonconforming under the specifications.
fl3.� �1�VOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purcilase
order or purchase chai�ge order nuxnber. Invoices shall Ue �temized and
transportation charges, if any, shall be listed separately. A copy of the bill �f ladinQ
and the freight waybill, wllen applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Departinent and address as set forth inthe
block of the purchase order, purchase chan�e order or release order entitled "Ship
to." Paynnent shall not be made until the above instruments have been submitted
after delivery and acceptaiice of the goods and/or services_
13.2 Seller shall not include Federal Excise, State or City Sales TaY in its iiZvoices. Tlle
Buyer shall furnish a tax exemption certitcate upon Seller's request.
12.3 Payinent. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the lst payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services usina the forms posted
oii the City's website".
1�.� ��IC�+ WA�Z➢�/�N'&'�'
14.1 The price to be paid by Suyer shall be that contained in Seller's proposals wPiiclz
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the lcind and specification covered by this agreement for
siinilar quantities under like conditions and methods of pluchase. I� the event Seller
breaches this wananty, the prices of the items shall Ue reduced to the prices
contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to caiicel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
Revised 3.11.20tp
14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or seci.ue this contract upon an agreement or understandiiig forcommission,
percentage, brokerage or contingent fee, excepting employees of an established
coininercial or selling agency that is maintained by Seller for the puipose of
securing business. Por breach or violation of this warranty, �uyer shall have the
right, in addition to any other right or rights arising pursuant to said purchase(s), to
cancel this contract without liability and to deduct from the conta-aci price sucli
commission percentage, brokerage or contingent fee, or otherwise to recover the
full amount thereof.
fl5.0 k'I�OD�JCT �AI��AN'g'l'
Seller shall not liinit or exclude any eYpress or implied warranties and any a�tempt to do so
shall render this contract voidable at the option of Buyer. Seller warrants that the �oods
fiirnislied will conform to Buyer's specifications, drawings and descriptions listed in ihe
proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict
between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall
govern.
fl6.0 SA�E'i'�' W.�➢2RAN'fl'Y
Seller wa.rrants that the product sold to Buyer shall confornz to the standards proinulgated
by the U.S. Department of Labor under the Occupational Safety and �iealth Aci: (OS�IA)
of 1970, as amended. In the event the product does not conform to OSHA standa�ds, �uyer
may return the product for con-ection or replacement at Seller`s expense. I�7 the event Seller
fails to make appropriate correction within a reasonable time, any correctaon made by
Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall reti_u�d
all moiiies received for such goods within thirty (30) days after request is Ynade b}r �uyer
in writing and received by Seller. Notice is considered to have been received upon hand
delivery, or otherwise in accordance witl� Section 29.0 of these tenns and conditions.
Failure to make such refund sha11 constitute breach and cause this contract to tenminate
iirunediately
�7.0 SOF"9�'�VA]2E g.,dCENSE TO SELIL��L
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a peipetual, irrevocable, non-exclusive,
nontran.sferable, royalty free license to use the software. This software is "�roprietary" io
Seller, and is licensed and provided to the Buyer for its sole use for puaposes under this
Agreement and any aitached work orders or invoices. The Buyer may noi use or sharetllis
software without permission of tlie Seller; however Buyer may make copies o�f the software
eYpressly for bacicup puiposes.
Revised 3.11.20tp
��.� VVA1212.�N'T�' ACAINST INF1l�INGEMEN'�' OF �INTE�.�.EC'I'iJ.��., �'�2�PFfl2'Ii'g'
18.8 'I'he S���ER w�ra-�aats that all �eliverables, or ��ny p�a�-� gH�e��m�', fFu��-�asll��d�
&ae�-euncler, g�aclud'ang but not 9amited to: �rog�-amas, clocaaa�e��atnon, sof�va��,
analyses, ap�lications, ffiethods, w�ys, aaad g�rocesses �na� a�nfis Sec�flo�n �a��
nnd'a��idually refer�ed io �s � "Defliver�➢�le" �ndl �oIllle�tn��fly �s �1��
"Delavera&�les,") do not infaringe ug�on oa- violate �ny ��g�ffit�, c��y�ag�a�s,
$rade�a�ks, sea-vice anarks, trade secrets, o� �ny ange�&ec�aa�fl g�r����-� �gb�n�s
oa- otfl�eu� tlaia-d pa�-ty �ropxieiary u-ights, in ��ne g�erfforan��n�e �iF s�a-vn��s aa����-
i9nis Abreerrn��at.
Il8.3 SEY�I.Efl: s�aYfl be lfalble and a-esg�onsalble for a�ny �aad a�fl sll�n�s ���� �gan�su
the �uyer for flrnfringeaneni of any p�tent, co�y�raghg, �a-ade�na�}k, s�a-vnc� �na�rfl�,
tpade secreg, o� other uangefllec�a�l p�o���9y a-igln�s �ry the uas� �� �� sung�i�Ily�n�ng mff
aflay Deliverabl�(s) in �he course of g�ea-%rana�ace o� co�p��e�a�m ��, ��- um ��y
way co�nrnected with providing tlne sea-vices, or the �uyea-'s �o�tnm�uae� u�s� ��' ��n�
1)eRiver�b�e(s) h�reunder;
Il8.�} SEI.I.Efl2 aba-ees �o clefend, seitle, o�- �ay, �t i$s ow� cos$ ��d e�c���nse, ��ny �ll�a�
o� actnoa� abaansi �uyer for ania-ambement o� any patent, cog�y�i��a4, ��aa�� m�a�ll�,
t�r�c�e seca-ei, or similar pro�e�ty a-aght �a-isang fro�a $�nyea-'s anse �ff �l�e s��fl�va�e
a�ad/or doctnanentation in accordance with thns Agree�aeaa�, n� &�eang una�e�s�oo�
tha4 thas ab eemnen4 to defemd, settle or pay sHaall no� apg�Ily ag �nnye� �osflaffa�s
o�- nnisuses the sof�vare and/o�- c�ocaaanent�gioaa. S� lo�ng �s SIEIL�L�� bea��s g�n�
cost and ex�emse of pay�ent fot- claams or �ctions agains� �u�ye�- �aa�-san��� �o
t�is sec�aon, SELLER shall have ilhe a-aght to conduet ��ne s�efte�nse �� aaa� suuc�
eflaim or ac�ion and al� aaegotiatnons for ats settle�raeng o� ����Sli oar�nse �ana� ti�
se��le o� compromm�ise any sucln claim; 9aoweve�-, �a�yer slaal& 9n�ve �fla� �ng�n� ��
fully g�artacig�ate nan any and all s�tch settleIInent, negotaatn�ns, �a- �a�snnag as
anecessaay 4o y��roiect �uye�-'s interes�, arad �uyer agr¢es t� �mog��ra�� �r✓n�fln
SELLEgZ amm doang so. Ir� the event Suyea-, for `�ha$eve�- ��asoau, �ssaa�n�s �9n¢
respoaasnbality for g�aynaent of cosis and expenses ffoa- a�ny �fl�a�n �� ���;noan
bro�nght abaganst ]Buyea- for infa-ingeffietnt arisang umdea- t�ns �bD'Q.'�IITA�IIIlIL9 D3usyea-
shall have 4he sole right to conduct the defe�se of aaay sanc�n ���flm o�- �c�io� a��]
all nebotiations ffor ats settlemen� or co�eg�romase �ana$ �o settfle �r ��mn��oanas�
any sueh clai�n; howeve�, SEI,I��R shall fully �artncig���e �an� ����aea-��� �a�a��n
�uyea- n�a defense of such clainn o� action. �uyer agrees $� gnve ����IER �a�neIly
wri�te� no�ice oiF any such c9a�aa� or action, wi�la cogsaes off all� ��pe�-s �unye�- �nn�y
receive �ella$nffig thereto. Notwithstand'aiag ��� �OIl�P.bOIlYIIb� �uuye�-'s �ssun�n��aoa�
of �ayaneni off costs or expenses shall not eliminage SELg,IElfg's du�y �o
andemm�ify �uyea- unc�ea- thfls A�greennent. If the software �aa�/oa� �lo�un�ae�nt��im�
or any �art tb�e�-eaf is helcIl to Ynffrnnge and the use $➢ae�e�i ns em,�onax�� o�
�est��in�d oa-, af as a result of a settle�nent oa- eoang��o�nse, sun�fla ans� ns
m�aterially adve�sely restricted, SELLER shall, at nts os�aa e�:ysems� amm�l �s
�uye�'s sole remedy, eatlnea-: (a) gsrocure for �uy�� the a�ngfia� �m ���tgna�e �o�ase
Revised 3.11.20tp
t�ne so�flware amd/o�r docupnentatnon; oa- (b) anodify aIl�e s�u���r� amdl/o�-
docu�aentataoua to nna�Ce it mon-anf�-iangiang, provncfled tha�� s�a�� IlIl1OQ1�Il�11�c1�tIlOIl1
does aao4 a�aa�erIlally adversely af%ci �uyer's aanth�rizec� nns� �� $l�e s���a�-�
and/or docana�aentation; or (c) �-eplace the softva�aa-e ammd/o� a�o��n���n��tn��n �ngl�
equ�ily suitalble, coffipatible, and functio�ally e�u�gvafleaa� LIl�Ti3-IlIlIl�Il'IlIIIl�IlY6�
sofftwvaa-e and/or ciocumentatioaa at no add"ntional chaxge �o �aay��; or �a�) ng ��a��
o� the foregoing alternatives is re�sonably avaiflalble io S�LILIEIP t���-�fl��ge �Ilans
Agr�enne�t, aa�d re�aam�d all arnou�nts pand to SE�,�,E� by �u�y��, su��s�qauettnt ��
vv➢nic�a te�amanatnon ]Buye�- �ay seek any ancl a�fl a-e�aeda�s a�a�Il��rfl� g� �en�e�
aan¢�e�- flaav; �anc�
fl�.5 �'4ne re�a-esen�atioms, vvarrat�ties, and cove�nants of the g��a-�n�s ��m��n�ne� Il�
section R3 th�ough fl7 off t�afis Aga-eea�ent wafll su�-vave the �e�-a�nm��a�ua au��l/�u�
�x�n���non o� this E1g�eeanen�.
�9.� ��3'l�T�RS�P OF VVORk� PROD�JC'T
Seller ab ees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made or sugbested by the Seller for the Buyer pursuant to a Work Order, incYudii�ag all sucii
developmeilts as are originated or conceived during the term of the Contract anc� that a.re
completed or reduced to writing thereafter (the "Work Product") and Seller acicnowlec�ges
that such Work Product may Ue considered "worlc(s) inade for hire" and will be and remain
the exclusive property of the Buyer. To the extent that the Work Product, under applicable
law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement
effectively transfers, grants, conveys, and assi�s exclusively to Buyer, all rights, title and
ow7iership interests, including copyright, which Seller inay have in any �Uork Product or
any tangible media embodying such Work Product, without the necessity of any further
consideration, and Buyer sliall be entitled to obtain and hold in its own name, all Intellectual
Property rights in and to the Work Product. Seller for itself and on behalf of i�s vendors
liereby waives any property interest in such WorlcProduct.
20.0 CAIiT�'�Y�LPa7'i01�
Buyer shall have the right to cancel tlus contract iinmediately for default on all or anypai-t
of the undelivered portion of this order if Seller breaches any of the terms hereof, inciudin�
warranties of Seller. Such right oFcancellation is in addition to and not in lieu of any other
remedies, which Buyer may have in law or equity.
Bfl.� 'b'EA�I�INf!'I'ION
20.1 Written Notice. The purchase of goods under this order may be tennuiated in whole
or in part by Buyer, with or without cause, at any tiine u�on the deiivery to Seller
of a written "Notice of Termination" specifying the extent to which the �oods to be
purchased under the order is terminated and the date upon which such ternZination
Revised 3.11.20tp
becomes effective. Such right of termination is in addition to and noc in lieu ofany
other termination ri�hts of Suyer as set forth herein.
ZQ2 Non-ap�ropriation of Funds. I�i the event no funds or insufficiei�t funds are
appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer
will notify Seller of such occurrence and this Agreeineizt shall tenninate on the Iast
day of the fiscal period for which appropriations were received without penalty or
expense to Buyer of any kind whatsoever, except as to the portions of the paymenis
herein agreed upon for which funds have been appropriated.
20.3 Duties and Obligations of the Parties. Upon termination of this Abreement for any
reason, Seller shall only be compensated for iteins requested by the Buyer and
delivered prior to the effective date of terniination, and Suyer shall ylot be liable for
any other costs, including aily claims for lost profits or incidental danlages. Seller
shall provide Buyer with copies of all completed or partially completeddocunnents
prepared wzder tlus A�reement. Iii the event Seller has received access to Biiyer
Infonnation or data as a requireinent to perform services hereunder, Seller shall
return all Buyer provided data to Buyer in a machine readable %i7nat oi- oiher
fornlat deemed acceptable to Buyer.
82.0 ,4SSIGNIVI�I�T'T / DE�EGATION
No interest, obligation or right of Seller, includina the right to receive �ay�nent, underthis
contract shall be assigned or delegated to another entity without the express written consent
of Buyer. Any attempted assigrunent or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to �uyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
docusnents, as detennined by Buyer, that are reasonable and necessary to verify Seller's
legal status and transfer of rights, interests, or obligations to another entity. The docuinents
that may be requested include, but are not limited to, Articles of I�icorporation and related
amendments, Certificate of Merger, IRS Forin W-9 to verify tax identification number, etc.
Buyer reserves the right to witl�llold all payments to auy entity other tllan Seller, if Seller
is not in compliance with this provision. If Seller fails to provide necessary information in
accordance with this section, Buyer shall not be liable for any penalties, fees or interes�
resulting therefroin.
23.� �' IVF'
No claiin or right arising out of a breach of this contraet can be discharged in whole or in
part by a waiver or renunciation of tile claim or right i.uiless the waiver or renunciatioa� is
supported by consideration in writing alzd is sib ed by the aggrievedpai-ty.
24.0 �OI)iFICA'Il�'IONS
9
Revised 3.11.20tp
This contract can be modified or rescinded only by a written agreeinent si�ned by both
parties.
25.� '�'HE �►GREEIVBEN'�'
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Tei7ns and Conditaons
together with any attachments and exhibits. This Agreement is intended by the p�alies as a
fuial expression of their agreement aud is intended also as a complete and exclusive
stateinent of the terms of their agreement. No cotu se of prior dealings betv�een the parties
and no usage of trade shall be relevant to supplement or explain any term used in this
Agreement. Acceptance of or acquiescence in a course of perfoiYnance u�Ider this
Agreement sliall not be relevant to deteiznine the meaning of this Ab eement even though
the accepting or acquiescing party has lcnowledge of the perfoi7nance and opportuiuty for
objection. Whenever a term defined by the Unifoi7n Commercial Code (iJ�C) is used in
this Agreement, the def nition contained in the UCC shall control. I�Z the event of a coirilict
Uetween the coniract documents, the order of precedence shall be these S�andard Terms
and Conditions, and the Seller's Quote.
26.� ��Pi.iC�4�g,E g,A� / VIENUE
This ab eeinent shall be governed by the Uniforn� Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Coirunercial Code as adopted and ainended in the State of TeYas. Both pafl-ties
agree that venue for any litigation arising from tlus contract shall be in Fort �1Vorth, Tarrant
County, Texas. This contract shall be govenied, construed and enforced under the laws of
the State of Texas.
27.0 gl�TDEPENIDEN'I' CONTRAC'I'OR(Sl
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, an�. rhe exclusive
right to control, the details of its operations hereunder, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, a�ei�ts, employees,
vendors and subcontractors. The doctrine of respondent superior shall not apply as betvveen
Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing
herein shall be construed as creating a partnership or joint enterprise between Buyer and
Seller, its officers, agents, employees, vendors and subcontractors.
8�.� �.bA�IL�'�'�' .�Nl� INDElO�iNi�'ACATgOl�i.
27.1 T.T�-0 BIL.�Tb' - SELLER SHALL BE LIf9BLE �41VI) dZESPON.SI��L I'OIZ A1�7�' �11��';
,�4LL .i'ROP.�RTY LOSS, PROPERTY D�GE f11Vd3/O�d P���N�4� gN.P�Iti�',
dNCL UDINCT DEATH, B'O ANY AND ��L PERSON,�, �� A��T�' �11lTD ��
Cl�ffl�flCT'ER, �T'HETHEIZ REAL OR �SSEIiTED, TO �'gI�' E'X�'Elo'�' �A1 �i,��D �Y
10
Revised 3.11.20tp
7'HENEGLIGg'NT�4CT(S) OR OIVpISS'ION(S),111�F'E�fl,�fA1VC'� �� r'1��'�1lT�'��ld�
1Vi7SC'OND�ICT OF SELLEId, ITS OFFICERS, A�EN�'S, 5��bf�N�'.S �:�
E1VIPLOI'�'�'S.
27.2 r N. �. IN.I) ,1VINPF7 ATION- SELLER HLRE��' COT��'ElOTAN�'S �1l�DtIl�.Fi�ES
B'O INi3�'MNIF�', FdOLD HARIVILESS ANI� I)EFENI) ��J�'�dd, .�1T�' ��'�'I�`.�.�dS,
AGEN7',�, SERVfflNTS ANID E1VIPLOYEE,�, FR019d ANl3 fAG�Il�NS�' AN�' AliT� A��
CL�4d1VIS OR LA�YSUd7'S OFANYdf.IN,i) OIZ C'HA�flCTEIZ, ��E�'�TE� a'�.�� �d�
�IlS�SERTEi�, FOR EITI�ER PRO,�,EIdTY 1)A14IAGE Old ���5 (�1V�`� rU��'Nvr
AiL�GE'7) I)�AGE Od� LOS'S TO SELLER',� �iI�dNE,SS �9N�➢ �,1��� d�S�I��'�lle"�
.�OS7' PROF,�?'S) AND/Old PLRSON�4L INJUIiY, INCLI7d�pN� ��'A1��', �'� �1V�'
AND ALZ, PL'�{SON.S, �RISING OUT OF Odd IN C'ONNEC�'IOl� b�I�'.�' 7'�F,�'
�4 G�EII�dENT, TO 7'HE EXTENT CA USED B�' 7'�IE NECyL��'�Na' ���',�' �R
01417SSIONS Old 161'�9LF'EA,SANC'E O�F' 3'ELLER, IT.�' OFFiT�'��5', A��'N7'�,
.SER 6��dNT,S OR �14�'PLOYE,ES.
27.3 �N7'�7._%,F(',TLTAI PIZO,PL'RT�'IND.��NI.��'IC,9TiON— Se11er agrees �m sIleffe��, s��tfle,
o� p�y, a� its own cos� amd expeaese, any claim or �ctaoan agBfiffis¢ Lany�� fl�u-
inffringenaea�g �ff any patent, copyrnght, arade enark, ta-ade s¢e�-¢t, �e- sn�n���s p�u-o�se�-4y
�ngh� �rnsaang #��-o�e �uy�a-'s use of �he so$ttware aatc�/on• ciocenm�an�a�n�ae u�n �cc�rc�a�c�
wnth thas Agreeanent, it being unde�-stood iha# thes aga'eernerat go �e�'�mmd, s��lle oa- �ay
slaag9 a�ot appdy n4' I3uyer nnodifies or naesuses tflae sofftware ���Il/on• e�oeaa¢a�e�t��n��n. ��
long as Seller bears tlne cost �nd ex�ense oi g�ayment ffo�- cPairnns �r a��e�aas agaa�s�
Buyer pursuamt to this section, Sellea- shall have i9�e rigIl�� to coandaac� �he cIle�e�s� oft
any such claim or action and all negot�ations fror ats settfle�nena or s��a�ro�n�se amd tm
set#le oe- eomprom6se any suc9� c9�im; however, ��ayea- sha9H Ila�v� t�ne rn�9n� ao ffae9Ily
q�ar4ncipate �a► any and ail sench settlement, negotiatnons, oe- laws�at as aaeeessaII--y �o
protect Buyeu-'s interest, and Buyea- agrees to coo�erate with S¢flfler a� donanb s�. �g� ��ie
event Buyer, ffor whatever reason, assumes the resp�onsibility �'oa- g��yu��su� �ff �os�s ��n�
expemses $'oa- any elaim or action brotagha agaunst �uyea- foa- n�ffrnza�e�e�� aa-asnang
under tlnis Agreement, Buyer shalll have ihe sofle rngH�t to comdaaca gk�e d�f�ffise oi a�y
suc➢� cIl�im o� action anal all negotnations $'oa- i�s seta➢em�nernt or co�anpa-�aanIls� a�a�Il ao se�g➢e
o� comp�omise any sucla claim; laowever, Se1Yer sha41 fuflfly ��r�acepa�e an�➢ ���pea-a�e
witfln �uyea- in defense of such claiaen or �ct�on. Suyes- ag�ees �o ga�e SeIl9er �fla�ueQy
wraiten notice of amy such claim or action, witIl� copies of al& p��pe�-s l�uayer ¢eaay �e�eawe
a•elating ihereto. Notrovithstanc➢��ng the fforegoing, Buyea-'s assnaagag�hno�e oi �ay�eana ��'
cosgs or expeanses slaall not el�mianate Selle�'s du9.y go indeau�n�ffy l�a�yea� an�uafle�- �➢nas
Agreeanem4. If �he soff4ware and/o� doeanmentatioan or a�ny pa�-� a��se�� �s ➢neS�Il um
in�range and �fl�e use tlnea•eoff is enjoimmed oa� rest�-aa�e�Il on-, n�' �s a�esanIl4 �ff a sea�Ileaaae�nu
or coa�p�o�nise, sucl� use os anaternally adversely mests�ctea�, Se�➢e� slaa�fl, �g n�ts ����
expense and as �uyer's sole u-eme�ly, eit9�er: (a) psocanre ff�r Baayer ��ne �ngIlna �m
commtinaae �o use �lne sofftware �nc�/or doc�n�r►entation; or (k�) �ao�affy a�ae soff�a�-e aansIl/o�
docaaaflnentataorn to anake nt mon-infringing, pa-ovided that suc9n aeno�ln�n�a�ao�a a�o�s �a�4
materia9ly advea-sely afffee4 �uyer's aut➢�o�naed ease off �ine sm��va�� aa��/��
docw�nnentatnon; o� (�) ffeplace �he so�are and/or docanaan�¢na�$u�� vvi�Ha eq�nafl��
sufl�able, compatnble, and functioa►a11y equivalent raom-inffri�ngian� s�ftw�r� �mmc�/��-
docuanentation at no add'ntional eharge 40 �nayer; or (�fl) iff moane � t the �'�a�egoi�ng
alternaaives is reasonalbdy avaiflable to Seller tea-aQai�n�te tlais Age-ee�anemm�, ��aIl ff�ffaa��7 a9I
11
Revised 3.11.20tp
a�oenn�s ��ed to Sellea- by �uyer, saabsequem�t to whicln termnnatnorn 1Benyes- �ay se��c
any anc➢ alfl �-eme�Eies available to Buyer unclerIlaw.
28 5����ii,i'T�'
In case any one or more of the provisions contained in this a�reement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illebality or
unenforceability shall not affect any oflzer provision of this agreement, which ab eement
shall be construed as if such invalid, illegal or unenforceable provision lzad never been
contained herein.
29 F�S�AL. F'iJNI)IlatG LIMITA'T�O1V
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under tlus contract, then Buyer will immediately notify Seller of
such occurrence an.d this contract shall be tern7inated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to Buyer of any lcind
whatsoever, except to the portions of atuival payzrzents herein agreed upon for which func+s
shall have been appropriated and budgeted or are otherwise available.
3� NO'T�CES '�'O P.�R'�'�ES
Notices required pursuant to the provisions of this Agreement shall 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 �Tnited States Mail;
registered, retuni receipt requested, addressed as follows:
TO SUYER:
TO SELLER:
City of Fort Worth Cori Criss
Attn: Purchasing Manager CEO �, Title
200 Texas Street 4921 Alexander Blvd. i�W, Sui'ie
Fort Worth, TX 76102-6314 g
Facsimile: (817) 392-8654 Albuquerque, NNi 87'� 07
With copy to Fort Worth City
Attorney's Office at saine address
3fl 1\TO1�T-A)ISCR�lV1�NA'�'�Oi�
Seller, for itself, its personal representatives, assib s, sub vendors and successors in
12
Revised 3.11.20tp
interest, as part of the consideration herein, agrees that in the perfonnance of Seller's duties
and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. �' �1��' �IL��l�/Tt
�SES F1Z010'I �leT ALI.EGEI) VIO]LATION OF 'T�IIS I�Ol>t-�gSC][�IlDBgl�1.�'IC1��T�1
COVENAN'I' �X SEILb,ER, I'I'S PEI�SONAL ��'II22�S�1V'd'�'7['�VIE�, .A�Sg�TaT�,
SiT�VENI9�1�S �I� SiJCCESSOI2S �l�T IN��fl�S'I', SE��l�� ���1ES 'Ii�
1-�SSiJIVdE SIJC�-I I,IABIL,ITY A.1�11� 'I'O INIDElO'gNI�'Y �iT� �l���l�� I��J�'IE� AI�tID
�OLii ��TYER2 II�I[�Ii�II,ESS FI�011�� SiJCi� CL�11VV�.
32 �]l�I1VI�G�,4'�➢-'IO1V NA'I'TONALI'i'�' AC'I'
Seller shall verify the identity and employment eligibility of its employees who peiforn�
work uilder this Agreement, including completing the Employment Eligibili-ry Verification
Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 fonns
and supportin� eligibility doci.unentation for each employee who performs work under this
Agreement. Seller shall adhere to a11 Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller eiziployee who
is not legally eligible to perform such services. SEI�LER S�3[AI�I, gl�fl)�I�l���'�' l�LrJ�Y1EIR
AN� HOL,I) �iJ'�'�R I�A1tNIL,ESS FR.OIVI Al��' PEN�'��ES, �I(.�B�1C,� iZ'�]�S, �II�
i.,OSS�S �➢iJE 'I'O �dOI,�4'I'IONS �F 'I'�S PA.I�G�]P�Eg �3�Y SI�ILI�.�k�,
S�L�,EI�'S EliigPLOYE�S, SiTBCONTI2ACT012S, AGICl�'g'S, �R ILI�ClEI�S�IE�.
Buyer, upon written notice to Seller, shall have the right to iminediately tenninate thas
Agreement for violations of this provision by Seller.
33 HEAi�TH. 5.4,1FE'7,�', A]iT1D ]CNViRON1i�dEN'9'ALRiE��JIR]El�EI�'lf'S
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the envirorunental laws, requirements, and staildards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, pennits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violatioiZs of tlzis provision by Seller.
34 RgGII�T TO .e.Ul�i'I'
Seller agrees tllat Buyer shall, until the expiration of three (3) years after final paymei�t
under this contract, or the final conclusion oF any audit commenced dLu-in� the said three
years, have access to and the right to exatnine at reasonable tinZes any directly pertinent
books, documents, papers and records, including, but not limited to, all electroiuc records,
of Seller involving transactions relating to this Ab eement at no additional cost to Buyer.
Seller agrees that Buyer shall have access during normal worlcing hours to all �zecessary
Seller facilities and shall be provided adequate and appropriate worlc space iyl order to
conduct audits in compliance with the provisions of this section. Buyes shall bive Seller
13
Revised 3.11.20tp
reasonable advance notice of intended audits. The Buyer's right to audit, as described
herein, sha11 survive the termination and/or eYpiration of thisAgreement.
35 �IS ��I�b'i'I'
In accordan.ce with the provisions of the Americans With Disabilities Act o� 1990 (A�A),
Seller warrants that it and any and all of its subcontractors will not wllawfully discriminate
on the basis of disability in the provision of services to general �ublic, nor in the
availability, terms and/or conditions of einploym.ent for applicants for employmeilt with,
or employees of Seller or any of its subcont�actors. Seller warrants it will fully comply
with ADA's provisions and any other applicable federal, state and local Iaws concerning
disability and will defend, indemnify and liold Buyer harmless a�ainst any claims or
allegations asserted by third parties or subcontractors against Buyer arisina out of Seller's
and/or its subcoiZtractor's alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreezne�it_
36 ��SP�J'�'� RESOI,�T'�'iON
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, �he parties
shall first attempt to resolve the inatter through this dispute resolution process_ T'he
disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the pai-ty's specific reasons for such dispute. Within ten (10) busiiZess days of
receipt of the notice, both parties shall inalce a good faith effort, either througli email, mail,
phone conference, in person ineetings; or other reasonable ineans to resolve any claim,
dispute, breacll or other matter in question that inay arise out of, or in connection withthis
Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may subinit the matter to non-bindii�g
mediation upon written consent of authorized representatives of both parties in accordance
with the Industry Asbitration Rules of the American Arbitration Association or othea-
ap�licable rules governiilg mediation then in effect. If the parties submit the dispute to non-
binding mediation and cannot resolve the dispute tYuough mediation, then either party shall
have the riglit to exercise any and all remedies available under law regardina the dispute.
37 P�t0�3�IT�ON Oli� CON'9'IZAC'�'IN� WIT]E� C010�I1'ANiES 'T�-iA'�' ��D�'��'lf'f"�'
T� L
�� Seller �n�s fevver tha�n AO �anp�goyees o�- this Agreenaent as fo�r ��ss r�aa�n �10�,��'�, ��ns
sec�a�aa does no� ag��ly. Seller acknowledges that in accordance with Chapter 2270 of the
Texas Governmeni Code, the Buyer is prohibited from entering into a contract with a
company for goods or sezvices unless the contract contains a written verification from the
compaizy that it: (1) does not boycott Israel; and (2) will not boycott Israel durin� theteran
of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those tei7ns in Section 808.001 of tlze Texas Government Code. Il�y sn�aan�n�
14
Revised 3.11.20tp
t�nns contrac�, Sel��r certifies that Selle�'s sig�natu�� �rovndes wv�-nt���n ve�fl�n�a�n�ua am
the �uyer ��x�t Seller: (1) does not boycoit gsrael; and (2) wilfl �o� &��ye��� gs�ra�� �a�r���
�flae �erm� off the coaatract.
38 �I�S�J�NCE REO�T�I2l�1V[EI>T'�fl�'S
38.1 Coverage and Limits
(a) Coinrnercial General Liability:
$1,000,000- EachOccurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
represeniatives in tlze course of providing services under this A�reeiri.ent.
"Any velucle" shall be any vehicle owned, hired and non-�w�ed.
(c) Worker's Compensation_
Statutoiy lunits according to the Texas Workers' Coinpensa�ion Act or any
other state worlcers' compensation laws where the worlc is l�eing performed
Employers' Iiability
$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 (En�ors & Onussions):
$1,000,000 - Each Claiin 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 al1
other requirements. Coverage shall be claims-made, aud rnaintained for the
duration of the contractual agreement and for two (2) years followin�
completion of se�-vices provided. An annual certificate of insurance shall be
submitted to Suyer to evidence coverage.
38.2 General Requireinents
15
Revised 3.11.20ip
(a) The commercial general liability and automobile iiabi�ity policies
shall nanze Buyer as an additional insured thereon, as �is interests may
appear. The ternl Suyer shall include its employees, olficers, officials,
agents, and volunteers in respect to the contracted services_
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. Ten (10) days' notice shail
be acceptable in the event of non-payment of premium. No�ice shall be sent
to the Risk Mana�er, Buyer of Fort Worth, 200 Texas Street, Port W�rth,
Texas 76102, with copies to the Fort Worth City Attorney at the same
address.
(d) The insurers for all policies inust be licensed and/or approved to do
business in tile State of Texas. All insurers must have a minimum ratinb of
A- VII in the ci.u7eizt A.M. Best Key Rating Guide, or have reasonably
equivalent financial strenb h and solvency to the satisfaction of �isk
Management. If the rating is below that required, vv�itteil a�proval of Risk
Mat�agement is required.
(e) Any faihue on the part of Buyer to request required ifllsurance
documentation shall not constitute a waiver of the insurance requireinent.
(fl Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendlor
proceeding with any work pursuant to this Agreement.
16
Revised 3.11.20tp
Ex�ibag I� — CONFI,ICT OP' INTE�S�' QU�S'I'IO1�1�Ag][�L
Pursua.ut to Chapter 176 of the Local C'iovenunent Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship
that might cause a conflict of interest with the local goverrunental entity. By law, tlie
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the persoii begins cont�act discussions or negotiations with the Buyer, or
subinits an application or response to a request for proposals or Uids, conespoi7dence, or
another w�-iting related to a potential agreement with the Buyer. Updaied Questiomzaires
must be filed in conformance with Chapter 176.
A. copy of the Questionnaire Form CIQ is enclosed with the subinittal docuinents. �'he form
is also available athttp://www.ethics.state.tx.us/forms/CiO.pdf.
If you have any questions about compliauce, please consult your own le�al counsel.
Compliance is the individual responsibility of each person or a�ent of a person who is
subject to the filing requiremeut. An offense under Chapter 176 is a Class � i�alisdemeanor.
1`1�T�: Iiyoan a�-e mot awa�-e of a Coanfrlict of �nteres$ ia� �any lbnasnffiess �'��a�n��sIl�n� a�a�
you aaaaght Ilaave wi$� the �aayer, siat� Se�Yea- aaarane in ihe # 1, �ns� 1�/� u�a ����a o$' ���
aa-eas o�n the foru�. However, a Slb&13�llA"� YS 1'eC]�IYIIl'0Cl 13Il ��HC #4 �HO� HII➢ ��Il ��S�S.
17
Revised 3.11.20tp
�ONFLIC�" OF i�-fEl�EST QIJEST�Of�9(�fAIF�E
For ver�dor doing businass with local governmenial entity
This questioona[re reitec�s cnariges made to tlse law by H.B. 23, 84ih Leg.. Regufar Session.
This q�restionnai�e �s b2ing iiEed in �ccc;dance�.vitn Chapte� 176, Lccal Goverement Code,
by a vendor�.vhQ has a businesc rela�ionsnip as defi.�ed by Section 17b_J07 f i-aj witf-, a IocaG
goti�ernmental entir� anc t's�e�,-erdorm�ets � equi: ernents under Se�-:ion 176_OG6�;4).
6y lar� this quesiionn�ere mustba �ledwi:h ihe rxords administrator�af J;e local governmenta
en�ity na? iat?r thzn the 7th busin2ss day aft�� t?�e date the�endor becomes �.ti�are af fG�ts
;ha� requsrE the sta.ement to be �iied. See Sec:ion 17o.G0^o(a-� l. Loca� Gove;nment Code.
r'; vendor cornmits an ofFense i; the vendor lcnowingly viola4es S�ction 1;�c.00o, L��aa
Goverr�men: Ccde.An offense und�rihis secfiion is a mosdemeanor.
Name of vendorYrho has a btislness reiatio�tship with local governmental sniity.
Infrastructure Technologies LLC. Dba ITpipes
you are twnc� an upaate to a
�p���sa ���
��c� usE o���a y
Cata F.G_evFd
�The la�v requires that you file an upda:ed �ompleted questian�aire �uith the approari�;e ;ilinn alitnUrit}� n��t
later thar. the 7th business dav after th2 �ate en �.vhich you 6ecame a4o�are that lhe origi�3lb filed cuestionr.2ire +.sas
incomplete or iaaccurate.)
PJame of [ocaE goe�ernanent o#flcer about ��Jhom the intormation In this sectlon is being d�sclosed.
N/A
Name rrf Officer
This secEion �i.em 3 includiag sobparis A. B. C. F. D} must be completess for eacE� of'ic�r with o�ncm che vendor nas an
employment or other bc�sir.ess rolationship as defined by Section 7?6.Qp111-a1, Lecal C-a✓err.ment Code_ P.ttarn aclditional
gag?s to thi= Fom� CIQ as necessarv.
A. Is �l:e 3otial arn�prr�ment officer nama� in this section reaei�i�g or likely to rece:✓e izxable income, other thar, in�res_mani
3ncome. from the vencor?
�Yes allo
B. ls the vendor recei�•ing or'd;;cely to recerre Eaxabl� income, other than inve�.ment income, from cr ut L'�= cire�tion of tha [ccal
govemmen! oCiicer named in ihis sec6en AND the taxable inccme is not rece�aed irom the IocG1 cavernmen�ai entiri�?
�Yes � No
C, Is :Ize riter oi this �3uestionnaire empio}+�d by a corporetior. �r �ther �usirtess �ntiEy v:itl: respect to +rmi�h th� iccal
government ofiicer serves as an o�cer or air_xtor, or hoids an ov;r.ership interest of ene perce�t cr more7
a1'e`: � vo
Q. DescriQe each amp[cyment or businsss and family rela�onship wiSh 6ha l�cal gouernmen� ofnoer r.wmed in t1-us s=ctien.
S;gnature ut vendor �oing �usinsss v;i�h t�il gc:�Ernmen;al en�r�
May 10, 202�
C2:e
P.tloai«�c5 +l�l2p;5
18
Revised 3.11.20tp
�X�iIl6IT C — SELLEIg CONTAC'I' IN�'OR19�A7CI�1�
Seller's Name: �nfrastructure Technoloqies LLC. Dba ITpipes LLC
4921 Alexander Bivd. fVE, Suite B
Seller's Local Address: Albuquerque, iVM 87107
1'hone: 505.34'i .0109 F�;
Email:_ Cori@itpipes.com
Name of persons to contact when placing an order or invoice questions:
Carrie Bugner
Narne/Title
505.355.1354
Phone:
Fax:
Email:-- Bookkeeping(cr�.itpipes.com
Nanne/Title
Phone:
Email:
Nam.e/Ti
Phone:
Email:
�l/% �/l/'vr
Signature
Fax:
Fax:
Cori J. Criss
Printed Nanie
�/d�y 10, 2021
�ate
19
Revised 3.11.20tp
I��:f: i; : : � �I:
VEfl�I[F�CATION OF SIGliTA'�'iJ� �4i1'I'�IO�'��I
Infrasfiructure Technologies LLC. Dba ITpipes
r.aris ris�
4921 Alexander Blvd NE
u ite
Albua��ercaue. NM 87107
Execution of this S�bnagua-e Verifcatio�a ForYra ("Form") hereby certifies that the followin�
iiidividuals aa�d/or positioils have the authority to legally bind Seller and to execute any agreement,
amendinent or change order on behalf of Seller. Such binding authority l�as been granted by proper
order, resolution, ordinance or other authorization of Seller. Buyer is fully entitled to reiy on the
warranty and representation set forth in this Fonn in entering into any agreemerzt or amendment
with Seller. Seller will subznit an updated Form within ten (10) business days �f the�e are any
changes to the si�zatory authority. Buyer is entitled to rely on any current executed Form untzl it
receives a revised Form that has been properly eaecuted by Seller.
1. Naine: Cori
Positi . EO
.�. - /•'�-
Sign re
2, Name: AI Rossmeisl
Position: CFO
��� � � �
Signature
�jj � �%.-
Sigilature of President/CEO/ManagingPai-tner
Title: CEO Date May 10, 2021
20
Revised 3.11.20tp
FORT W0�
Cg'I'Y OF' FOR�' WOI2'T�l[
Ch�A.P'��R 252 �XE1VgPTION FOJL�.1Vd
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's bidin� requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. �'ailure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section Y: General Ynforrnation
Requesting Department:
Name of Contract Manager:
Department's Attorney_
Item or Setvice sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Water Department
Mark Shell
DouQ Black
❑
�.
$50,000.00
Infi-astructure Technoloaies
Current/Prior Ab eement for item/service: Yes � No ❑
CSC or Purchase Order #:
Amount:
Projected M&C Date
[INSERT PREVIOUS CSC/PO # OZ N/Al
jiNSERT AMOUNT OR N/Al
N/A
How will this item or service be used? This will continue the maintenance anci support fo�-
the Annual Software Subscription (SSA) and annual Service Level Aareement (SLA) costs for
an existina externally hosted cloud software�plication (ITpipes) and media storaQe (6
terabvtesi for SanitarY Sewer Inspections and Condition Assessments.
Page 1 of 6
Section B: Cl�imedl Exemption and .Tustification (Othea- thaae so➢e soan�ee�
NOTE - For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purcllase a€id provide
infonnation to support its applicability. Please refer to the Exemption Prirnec- for detailed
information about common exemptions:
J� A procurement necessary to preserve or �rotect the public heali:h or safety of �lie City
of Fort Worth's residents;
a A procurement necessary because of unforeseen dainage to public dnachinery,
equipment, or other property;
[1 !� procurement for personal; professional, or planning services;
n A procurement Por worlc that is pecformed and paid for by tlle d�y as tlie wor�1:
progresses;
[], A purchase oC lancl or a ri�ht-of way;
n Paving drainage, street widening, and other public improvements, or related inai�ers, if
at least one-third of the cost is to be paid �y or throu�h special assessmeorts levied oi�
property that will beiZeft from the improvements;
n A public improvement project, alceady in pro�ress; authorized by the voters of the
munici}�ality, for which there is a defciency of funds for completin� the project in
accot-dance with the plans and puiposes authorized by the voters;
n A payment uncler a contract by which a developer �articipates in the constructioi� of �
public improvement as provided Uy Subchapter C, Chapter 212;
n Persona! property sold:
� at an auction by a state licensed auctioneer;
� at a�oin� out of business sale .lield in compliance with Subcl�apter ��,
Chapier l7, Business 8c Commerce Code;
0 by a political subdivision of this state, a state agency o� =his sta�e, or an
enlity of the federal government; or
a undec an intei•local contract for cooperative }�urchasin` adm;nisteo-ed by a
regional planning commission established under Chapter 3� I;
[� Services perfonned by blind or severely disabled persons;
n Goods purchased by a municipality for subsequent retail sale by the munscipality;
n Electricity; or
Page 2 oF G
�, Advertisin�, othei• 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 foi7n.[INSERT DETAILEI�
EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES 'TO T�-IIS
PURCHASE]
Sec�io� 3: Cla�rned So➢e-Source Exer�e�tion and �usti$ecaaao�u
NOTE - For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
infor�nation to support its applicability. Please refer to the Exemption Pritner for detailed
information about common exemptions
���A procurement of items that are available from on]y one source, includii�b:
o items that are available fi•om only one source Uecause of patents, copyroghts,
secret processes, or natural monopolies;
� films, manuscripts, or books;
� gas, �vater, and other utility services;
o captive replacement parts or coinponents for equipmci�t;
o boolcs; papers, and other librac•y materials for a public library �hat �u-e
available only fi-om tlie persons holdinb eYclusive distributioi� rigllts to the
materials; and
o management services provided by a non�rofit organization to a municipal
museum, parlc, zoo, or other facility to which the oi-ganization has ��a•ovided
signifcant financial or other benefits;
How did you determine that the item or service is only available from one source?
Infrastructure TechnoloQies is the sole provider (seller) of licenses annual software
subscriptions and the onlv service provider of IT Pipes software as described in sole source
letter dated 4-6-2021.
Attacl� screenshots and provide an explanation of any independent research you conducted,
through intemet searches, searching cooperatives, or discussions with others Icnowledgeable on
the subject matter that corroborate that the item is available only from a single source.
See tl�e letter fi-oin the vendor dated 4-6-�021 statina that the�are the sole provide�- of software_
systems proarams and services related to the software.
Page 3 0; 6
Did you attach a sole source justification lettec? � Yes ❑ No
Describe the uniquei�ess of the item or service (e.g. compatibility or patent issues, etc.). I'er the
sole source lettec provided, Infrastructure Technoloaies is the sole provider of IT�pes software.
systems, proarams and services related to the same software. The software is unique in the way it
captures, analyzes, and collaborates inspection data and merges this into the existin� �ity
softwai•e s, s�
Section 4: Attornev Deterrninatnoea
With the facts provided by the department, is the use of the claimed exeinption defensible if tl�e
City were to be challen�ed on this pu�-chase? �, Yes Il No.
Was there anything attached to this foim that was relied on in makin� this determination?
� Yes Il No.
If yes, please explain:Sole source leiter fi•orn the vendor dated 4-6-2021
Was there aiiythin� not included on this form or attached hereto that was relied on in making thas
deterinination? n Yes �. I�io.
If yes, please explain:N/A
Will the standard te�ms and conditions apply?
Will the contract require special terms?
� Yes f � No.
L1 Yes � No.
Will the contract require review by the department attorney? � Yes � No.
App�oved �g�_
� �'� "" �1 Date: 4/S/21
a lor Paris / Jessika W illiams
A sistant City Attorney
Page � or 6
�XEMPTION FORM PRIlVIER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the inforination provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing atto�-ney.
I. A procurement necessary to preserve or protect the public healih or s�fety o4� tl�e
municipality`s residents;
CYamples of activities that have been found to fall within this exception include ai��bulance
services; solid waste collection and disposal; and First-responder safety equipznen4 such as
breathin� apparatus for frefi�hters and bullet-proof vests for police oi=ficei•s.
A procurement necessary because of unforeseen damage to puUlic machinery, equipment,
or other properl} ;
C�amples of tllis type of procucement �vould include repairing or replacin<z rooSs and
�vindows dama�ed by hail or a tornado. But parts and services Por c-outine mai�ites�ao�ce or
replacement of old, worn out roofs or ���indows would not meet this elcept�on.
A procucement for persoaial, professional, or plannin� services;
Personal services are ones that are unique to the individual providin` them. �l,herefo�e
personal services contract cannot gencrally be subcoi�tracted or assigned_
Professional services are not defined u.nder Chapter 252, so there is no precise definition
to follow. There is no universal detinition of this tenn, however, '`several cases suggest
that it._. is 'predominately mental or intellectual, rather than physical or n�ant�al.'" �'ex.
Atty Gen Op. iM-940 (1988} (�Izroti��`a Nlrnylund Casaralty Co. v. Cruy F�%aler :'o., 160
S.W. 2d 102 (Te�_ Civ. App.-Eastland l9�}2, no writ). The Te�as Atto�-ney Ge��era1 h�s
also opined that "professional services'" no longer includes only the services of lav�ryers,
physicians, or theologians, but also those members of disciplines requirin� special
lcnowledge or attaimnent and a high order oi� learnin�, sl<ill, and intelli��ence. Id.
['acts needed to support a professional service exeinption include the speci��lized
iequirements of that profession and the mental and intellectual skill required by the �erson
�a�hile perfornlinj tlle service. Purchases of goods are not professional services.
4. A procurement of items Yhat are available fi-oin only one source.
This exemption is commonly refecred to as the sole source exemption. ]n determinie�g
wheihcr a purchase is of a good or service that is available fi�otn one sou�•ce, yo�! silould
not consider price or time to receive the �ood or service. A sole source does not exist soiely
on the b�sis of personal or departmental preference or a desire to keep all uc�its ti�e saene
brand or malce. The information �zeeded to support this exemption is tlia� i�o otllej• provicier
Page 5 0� 6
can provide the service or cate;ory of good except Cor the vendor you are proposin�. Some
e�amples of sole source purchases include service agreements when only of�e vendoi- is
authorized to worlc on the ec�uipment by the manuf:acturer and allo�-i�in�� another vendoa-
tivould void the wJarranty; purcliase of a�ood that is eopyri�lzted or tcademarlced aoid on�y
providecl by one vendor.
Page 5 of 6
/ �l l
i��- i�;
��0��.�
April 6, 2021
Mark Shell
City of Fort Worth, TX
Emai9: Mark.shell@fortworthtexas.gov
Dear Mark:
This letter is being provided to document proof of so9e source for ITpipes sofiware and re6ated
services.
Infrastructure Technologies is the sole provider of ITpipes software, systems, programs and
services related to the software. ITpipes software is unique in the way it captures, ana9yzes,
and collaborates inspection data and merges this into the existing City software sys�em. From a
services standpoint, tasks such as training related to ITpipes, setting up an inspection
deliverable portal, reviewing data integrity and quality, are all specific and unique to onBy the
ITpipes software.
If we can provide any additionae details, please do call or emaiE at your convenience_
Regards,
C
Cori Criss, CEO
+-.�.....'�.�.�__..��.�i �...,.,� ���'�,.vLi:���C.=. ;���i�i.J'��a.�i�.���:t'..� J��I��uL� _.�'l,,.y_
,�"i'�.T''.ii�� �.�'J'�t..:+•;•..Cr �riL S>'� .—_�. ' u.,y�'J;:..:f J.4:'�.�'�.5 ° ii�r:�Vi�"!.d�t ''�5.�:'�:•c::
• !�"'°�
���
,e�, ;• ,,,
INFB2�fEC-iD2
CERT9FICA1'E OF' LIA�ILITV BNSl9RAN��
DATE (MM/DDR'YYY)
4/� 2/2�r21
THIS CERTIFICATE IS ISSUED AS A MATfER OF INFORMATION ONLY AND CONFERS NO R�GHTS UPOPJ 3HE CERiBF�CAdE 9iOLDER. o F�7S
CERTIFICATE DOES NOT AFFIP2MATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AF[�ORDE� �YTHEPO�L9CIES
BELOW. TH4S CERYIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE fSSU9NG INS49RER(S), AUTh90621ZED
REPRESENTATIVE OR PRODUCER, AfiID THE CERTIFICATE 9iOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIOiJA� ONSURED provosions oP be endorsed.
Gf SUBROGATION OS WANED, subject to the terms and conditions of the policy, certain policies may require an endorseso�ent. A sYatemen� o�
this certificate does not confer rights to 4he certificate holder in lieu of such endorsement(sl_
PRODUCER
WAFD Bnsurance Group, Enc.
5601 Office Blvd NE Suite 400
Albuquerque, NM 87109
INSURED
Infrastruc4ure Techno0ogies L.LC
4942 Alexander Blvd NE Suite B
Albuquerque, NM 87107
Samantha SancC�ez
�i�: (505) 369-1900 jarc No�:�505) 899-709�
samanthas@wafdinsuParoce.�o¢ba
COVERAGES CERTIFICATE NUMBER: REVOSVON NSJiNBEP.:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR
LTR TYPE OF INSURANCE N p�ryD POLICY NUMBER POIICY EFF POLICY EXP
MM DD MM DD LIMI7S
A � CDMMERCIALGENERALLIABILITY EACHOCCURRENCE � �,OOO,'�OO
CLAIMSMADE a OCCUR x � 34SBABK1491 8/23/2�20 8/23/2021 DAMAGETORENTED �,000 00�
E.M�SESIE_a_oec_urrence�_ 3
MED EXP (Anv onc erson $ ' �,��o
PERSONAL 8 ADV INJURY $ ���OO�OOO
GEN'l AGGREGnTE LIMIT APPLIES PER: GENERAL AGGREGATE g 2�00O�OOm
X POLICY ❑ jE� � LOC PRODUCTS-COMP/OPAGG 5 2�00�,000
OTHER:
5
AUTOMOBILE LIA8ILITY COMBINED SINGLE LIMIT
3FGld�nt $
ANY AUTO BODILY INJURY (Per person $
OWNED SCHEDULED
AUTOS ONLY AUTOS BODI�Y INJURY Pcracciden[ 5
HIR D NON-OWNED PROPERTY DAMAGE
AU OS ONLY AUTOS ONLY Per accident $
5
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTIONS $
A WORKERS COMPENSATION v PER OTFI-
AND EMPLOYERS' LIABILITY � ST�TUTE ER_
ANV PROPRIETOF/PARTNER/EXECUTNE Y! N 34WECJV9614 $/Z4/ZOZO 6/24/2021 E.L. EACH ACCIDcNT g '� �'UOO�OOO
OFFICER/MEMBER EXCLUDED? � �`7 � �+
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE S ��QOO,OOO
If yes. describe under
DESCRIPTION OF OPERATIONS bclaw 1,000,�0�
E.L.DISEASE-POLICYLIMIT $
Q Prof. Liability 34SBAIK1491 8/23/2020 8/23/2021 Per Occear�er�ce 9,��0,000
DESCRIPTION OF OPERATIONS / LOCA770N5 / VEHICLES (ACORD 10�, Additional Remarks Schetlule, may be attached if more space is required)
Certificate Holder is held as Additional Insured, primary and non-contributory, if required by written contract, in accordance with the Slanket Adde�ioral
Insured Endorsement on the General Liability policy, including Hired � Non-Owned Auto. Waiver of Subrogation in favor of ihe Certificate ho9der on Ger.erzl
Liability, Auto and Workers Compensation. Umbrella follows form over Auto, General Liability and Workers Compensatio�.
City of Fort Worth, Texas
200 Texas St.
Fort Worth, TX 76102
SHOULD ANY OF THE A60VE DESCRIBED POL7GES BE CANCELLED 6EFORE
THE EXPIRATION DATE THEREOF, NOTiCE WiLL 3E DELOVERED �N
ACCORDANCE WITH THE POLICY PROVISIONS_
AUTHORIZED REPRESENTATIVE
�������
ACORD 25 (2016/03) OO 1988-2015 ACORD CORPOr24�'GOP9. All sighs �esenre�.
Yhe ACORD name and logo are registered marks of ACORD
� C_... �. TM
-, II �-� �' ITpipes, LLC.
4921 ABexander B9vd. NE
_ __ Suite B
Albuquerque, IVM 87107
Pli: +1.505.341.0109
Bill To
City of Fort Worth SEWER, TX
Mark Shell
200 Texas St
Fort Worth, TX 76102-6314
Ship To
City of Fort Worth SEWER, TX
Mark Shell
200 Texas St
Fort Worth TX 76102-6314
�uote #
Date
Valid Till
Preparer
l"erms
QuotelEsii rr�a�e
13lT2219
Apr 1, 2021
Jun 30. 2021
Cori Criss
Deae u>>on receip�t
This quote includes the Annual Software Subscription (SSA) and Service Level (SLA) Agreement costs for ITpipes Web, Sync
2.0, Cloud and Mobile.
PRODUCT DETAILS
This includes sync usage and maintenance, billed at $500 per unit cost in
addition to the Mobile Annual Service Agreement.
#: z-SyncAnnual6-10
ITpipes Web Inspection View, unlimited users, billed annually.
#: p-webviewsub
ITpipes web with SmartTabs and mapping. This includes a per user cost,
billed annually.
#: p-webusersub
ITpipes Cloud Initial Setup and/or Subscription. This provides fully hosted
data storage, of up to 3 tbs. This is billed upon activation, this does require
an ongoing annual subscription.
#: p-cloud>3tb
This line item includes pricing for: This line item includes pricing for: Annual
Service Agreement - 9 CCTV trucks
#: s-sla
All software licensing costs are due and payable
upon receipt of the license activation key(s).
I� .F1'iT�i
Signature: .......
................. Date:
$ 4,000.00
$ 50,000.00
Term & Conditions: Sl iippinr� costs may be invoicec9 separately. Ordei:s ship 10-14 days afl.c.�r paymenY is rec'd. Notificaiion of bar.!<n� �ers v,rill occur as ITpu�:-�s is
informed, howcver, we c�nno�C be liablc i�or lhesa situa[ions. Alimiled 10 ciay �rvarrs_inty, coverinc� �arts/laboi on de��o1: basis applies. We di,daim any and �II warraiiiics.
express or irnplied, bi.i[ not limited ro any implied �varranties or with regatrd [a any licensed producis. A res[ocl<ing fee is applied if prodi.ict is rciurnecl, I�rices are ;ubjer_i
to cliange. All sal� s are direc[ to unr.l-users or Yhrouyh an authorizer.l reseller �nd 1'rum that resellcr direct [o end-uscr for w<u ran[ies fo be valir.l. /�II invoices not paid or�
time accrue interest at 1.25�/0 �er month, 15% per year. Cliecks returnecl unpaicJ shall result in an �drlitional chargc of $50 cach and ITpipes reserves Its ri�ht to collect
da.ma�es anei penalties �s to NM law. If lec�al acl.ion is necessary i.o a:�llect ainount due, ITpipes ,heill I.�e entitlecl to al.torney's ices. �ic�s�s-r_s 1-� ;�coa-tcans;�ra?�i�,
1
QTY Price
9 $ 500.00
1 $ 2,500.00
E[i]
1
1
$ 1,500.00
Amount
$ 4,500.00
$ 2,500.00
$ 15,000.00
$ 24,000.00 $ 24,000.00
$ 4,000.00
Grand Total