HomeMy WebLinkAboutContract 57256 CSC No.57256
F O WO �
SOLE SOURCE AGREEMENT
This SOLE SOURCE AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation, acting by and through
its duly authorized Assistant City Manager, and ERGOFLEX SYSTEMS, INC. DBA XYBIX
SYSTEMS, INC. ("Vendor"), a Colorado Corporation and acting by and through its duly authorized
representative, each individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Sole Source Services Agreement;
2. Exhibit A— Scope of Services or Goods;
3. Exhibit B—Price Schedule;
4. Exhibit C— Sole Source Exemption;
5. Exhibit D—Verification of Signature Authority Form; and
6. Exhibit E—Conflict of Interest Questionnaire.
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein,, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A, B,
C, D, or E and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
1. Scone of Services. Custom console furniture and installation ("Services"), which are set
forth in more detail in Exhibit"A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on the date signed by Assistant City Manager ("Effective
Date") and expires one year after ("Expiration Date"), unless terminated earlier in accordance with this
Agreement("Initial Term"). City will have the option, if mutually agreed upon by Vendor, to renew this
Agreement under the same terms and conditions, for up to Four (4) one-year renewal option(s) (each a
"Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation,for each year, under this Agreement will not exceed Twenty Thousand Five Hundred and
Ninety-Two Dollars and Ninety-Five Cents ($20, 592.95). Vendor will not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City will not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
OFFICIAL RECORD
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc. CITY SECRETARY
Page 1 of 22
FT. WORTH, TX
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. Payment is made at the initiation of the
Services. In the event that this Agreement is terminated prior to the Expiration Date, no refund is
provided.Upon termination of this Agreement for any reason,Vendor will provide City with copies
of all completed or partially completed documents prepared under this Agreement. In the event
Vendor has received access to City Information or data as a requirement to perform services
hereunder,Vendor will return all City provided data to City in a machine-readable format or other
format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential information.
5.1 Disclosure of Conflicts. Vendor hereby states to the best of its knowledge to City
that Vendor has made full disclosure in writing of any existing or potential conflicts of interest
related to Vendor's services under this Agreement. In the event that any conflicts of interest arise
after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full
disclosure to City in writing.
5.2 Confidential Information. Each party, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by the other party ("Confidential
Information") as confidential and will not disclose any such information to a third party without
the prior written approval of the other party.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Each party must store and maintain Confidential
Information in a secure manner and will not allow unauthorized users to access, modify, delete or
otherwise corrupt Confidential Information in any way. A party must notify the other party
immediately if the security or integrity of any Confidential Information has been compromised or
is believed to have been compromised, in which event, the notifying party will, in good faith, use
all commercially reasonable efforts to cooperate with the other party in identifying what
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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information has been accessed by unauthorized means and will fully cooperate to protect such
Confidential Information from further unauthorized disclosure.
b. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3)years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent financial transaction
books, documents, papers and records, including, but not limited to, all electronic records, of Vendor
involving transactions relating to this Agreement at no additional cost to City.Vendor agrees that City will
have access during normal working hours to all necessary Vendor facilities and will be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
City will give Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL TANGIBLE AND DIRECT PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY, .INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS IN PERFORMANCE OF THE SERVICES. IN
NO EVENT SHALL VENDOR BE LIABLE FOR INDIRECT SPECIAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM VENDOR'S PERFORMANCE OR
FAILURE TO PERFORM PURSUANT TO THIS AGREEMENT OR THE CONTRACT OR
THE FURNISHING, PERFORMANCE, OR USE OF ANY SERVICES SOLD HERETO,
WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE
NEGLIGENCE OF VENDOR OR OTHERWISE.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES, FROMANDAGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER TANGIBLE PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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INCLUDING DEATH, TO ANY THIRD PARTY,ARISING OUT OF OR IN CONNECTION
WITH THISAGREEMENT, TO THE EXTENT DIRECTL Y CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS IN
PERFORMANCE OF THE SERVICES.
8.3 INTELLECTUAL PROPERTYINDEMNIFICATION-
9. Assi nment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract, If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability.
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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$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)
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
include City as an additional insured thereon, with respect to ongoing operations
performed by Vendor for City. The term City includes its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c)
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
Sale Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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transmission, or(3)received by the other party by United States Mail,registered, return receipt requested,
addressed as follows:
14.
To CITY: To VENDOR:
City of Fort Worth Ergoflex Systems, Inc. dba Xybix Systems
Attn: Assistant City Manager 8207 SouthPark Circle Littleton CO 80120
200 Texas Street Main 303-683-5656
Fort Worth, TX 76102-6314 Fax 303-683-5454
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
15. Solicitation of Employees. Intentionally omitted.
16. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
17. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
18. Governine Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas.
19. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
20. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board, department,commission,or agency
of the United States or of any States;civil disturbances; other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Sole Source Agreement-and Ergoflex Systems,Inc. dba Xybix Systems Inc.
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Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
21. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
22. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
23. Amendments 1 Modifications 1 Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its Services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the Services are completed. In such event, at Vendor's
option, Vendor will either(a) use commercially reasonable efforts to re-perform the Services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immieration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform- work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. City, upon written notice to Vendor, will have the right to immediately terminate
this Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. Intentionally omitted.
28. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter.A letter indicating
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
31. Prohibition on Boycotting Enerjzy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2)will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and "company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the tern of this
Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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34. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains
the entire understanding and agreement between City and Vendor,their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
(Signature Page to Follow)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By:Valerie Washington(M a r 16,2022 14:39 CDT) this contract, including ensuring all performance and
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Mar 16 2022
Date: By: Ryan y(Mar 13,202223:21 CDT)
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Fire Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By: J&fs Davis(Mar 14,2022 11:59 CDT)
Name: Jim Davis 0.40
��F°FORr�
Title: Fire Chief d
�vo o=� By.
ATTEST: p�,f o o Name: Taylor, Paris
d� °°°°°°°°°°° `y Title: Assistant City Attorney
Tgnnette S. Goo�%ll a��EXAS•o4p
By: Jannette S.Goodall(Mar 17,2022 07:10 CDT) CONTRACT AUTHORIZATION:
Name: Jannette Goodall M&C: N/A
Title: City Secretary Form 1295: N/A
VENDOR:
Ergoflex stems, nc. dba X ix Systems,Inc.
By:
Name:
Title: r-F e� Soles
Date: OFFICIAL RECORD
CITY SECRETARY
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc. FT. WORTH, TX
Page 9 of 22
City Secretary Secret Contract No.
EXHIBIT A
SCOPE OF SERVICES
Custom Training Console for Training Room at FAO. This console furniture will be built into our new
Training Room, where new employees will train on the various equipment and the dispatch process.
In addition: Vendor will ship equipment to City location Fire Communications/Dispatch office at 3000
West Bolt Street.City will prepare space,including removal of any and all equipment,in advance of Vendor
coming to Fort Worth to ensure Vendor can proceed with installation without delay. Vendor will complete
installation within one business day.
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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City Secretary Contract No.
EXHIBIT B
PRICE SHEDULE
Xyto Systems, Im Quote Number: 30298
8207 Solc Circle
LittletonCO 80etan CO 80120 � Quote Oats: 311012022
Phone:303-662.5656 xybixRevision: E
Fax:30 -M-5454 Orig Croats Date: 311012022
taylom Expires: WV2022
opt,0: 0024075
Terms:1%24 Days,NET 30 Days Par; i of 3
QUOTE T4., SHIP TO:
Aca FORWORTX01 Fort Wank Police Communications Dwision
wool W.Bolt St
Fort Worth 9-1-1 Communicslions Fort Worth.TX 76110
505 West Felix Street USA
Fort Worth TX 75115
Salesperson;BRITTNEY MUSGtiAVE
Phone?(214)727-1681
Email:br1tume ml@xybix.com
Phom
Small.
tie„aC CONTRACT t=C07 20
u*
Fax Exw"
03.10.2022-R3.Pmvkws Otme9#301700.Had to updM clue ro quaml Paftwere erf w TAM
02.21.2022-R3,Update qig"to 140AC Pnervrg'TAM
02.03.2022-R3.Upgdate cafuas to D1 Vay PorU TAN
12.01.2021-R2.Update table to axysl TAN
01,07.202f-R1,Ouotea7AN
01.64.2021-R4,t7ramng Creator✓TAM
Pande nbc FreergN Surcharge
Tnrs fee rs the i6mAorary vpeharge w6 are exA6nenang far shtpprrrg.related costs aqd delays
une Part Mum Dena 01ty EN#I Ust Ea. Disc.°c+ Disc.Prics Net Prtr-o
1.0D Panel System Prxmd by the Linear Foot 1,OO EA $3,760.50 47.M•.. S 1 993,07 51 993.07
Grade 3 Fabric
12343-1-SS-2@P- 8In-13.0 LF a
$212.00A-F
12343-1-08-29-46in-3.5 Lfi
$2$7,DINLF
Upper Tiles Fabric Color:TBD Grade 3 i
G2
Lower Tiles fabric Cdor:TBb Grade 3
G2
Panel Trim Color.Black
1.01 13771, Panel Tile 11429-14HX30VY W-Fatim 1.00 EA $172.00 47.OD% $91.16 S91.16
OPEN MARKET
1.02 13671. Panel Tile 11430-14HXMW W-Fabric 1.00 EA $T72U0 47,OD% $91.16 $91.16
OPEN MARKET
2.00 144$rr3D. Ad}Table Worksurttioe-Comer dual 1.00 EA $2.313XD 47.00% $1.225.89 S1.225.89
Surface-65L x 66R- Cable
Managerneni Included
2.01 15701 L4 TANe Base 1.00 EA $6.052.00 47.OD% $3,207.56 53,207.66
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
Page 11 of 22
Xybix Systems, Inc. Quote Number: 30298
8207 COo CO 80k Circle
Littleton 80120 Quote date: 311012022
Phone:303�B3-5d58 xybi xRevision: E
Fax:303-683-5454 Orig Creato Dale: 31IW2022
tayiorn Expires: 6/802022
Ote Opp i_ 0024075
Terms:1%20 Days NFT 30 Days Pop: 2 of 3
LL1e Pert Num Desc Qty WM List Ea. Diet.% Disc.Price Not Price
4.0•a 16744. Monitor Mount 3-Rollervwon-Comer 1.00 EA $4.943.00 47.00% $2.619.79 $2.6 t 9.79
Dual Surface-66L x 66R
16676-S46 VESA Mount 2 H 12 Knuckle
Qty=3 Total:$2,580.00-OPEN
MARKET
OPEN MARKET
4.01 IWAO Aarylia Cleaning Kii 1.00 EA $114.00 47,00% $6142 560.42
5.00 14349 Drsplay Port Cable 25 FT Male?Male 6.00 EA S88.00 47.00% $46.64 $279.84
5.01 1613" Datadoc(2-Keyboard Snap-I n Cable 1.00 EA $802.00 47,00 $319.05 $319.06
Organizer
Includes:
8-US8 Ports
1-RJ45 Pon
6.00 t t7g2.SLK Power Bar-10 Outlet With Black Sticker 1.00 EA $156.00 47.00% $BZ65 582.68
6.01 11792-OR Power Bar-10 Outlet With Orange 1.00 EA $156.00 47.00% 582.68 S82.68
Sticker
7.00 16708, Axys Control System with Fen 1.00 EA $4,009.00 47.00% $2,124.77 $2.124.77
Bass Price:$2,079.00
16707AXS-Heat-S582.00-OPEN
MARKET
167O tXS-Tssk Lights-5519.00-
OPEN MARKET
16711A XS-♦=ootwell Lrphang-$155.00-
OPEN MARKET
16712AXS-Down Blas Lighling-
$155.00-OPI N MARKET
16713AXS-Aft Lighting-$519.00-
OPEN MARKET
8.00 15463 Shelf Under Surface 19W x 9D-Metal 1.00 EA $146.00 47.OD% $77.38 $77.38
0.01 15476 - Shelf Under Surface USB Ctlarging 1.00 EA $122.00 4T.00% SS4.66 56d.66
Upgrade Assembly
10.0D 12033-3iD-�Flip Top Return Worksurface-24Wx36D 1.00 EA $516.00 47.00% $273.48 $273.48
FT.
11.00 1$2€r9 Cable 6ridpe Comer Angled Left Slde 1.00 EA $229.00 47.00% $121.37 $121.37
11.01 16210 Cable Bridge Garner Angled Right Side 1.D0 EA $229.00 47.00% $121.37 $121.37
11.02 15484-30- CPU Cabinet-ERGO ACCESS Undef 1.00 EA $1,485.00 47.00% $787.05 $787.05
FT, Work Surface 24Wx34.5D With Flip Tap
Binge
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
Page 12 of 22
XYb4x System, Inc. QU019"Umb8r: 30239
a207 SwRiPark Cirde xyb•
Littleton CO 80120 ' Quote Date: 311012022
P'hone:303-663-5656 -i;,. Revision: E
Fax:3D3-683-5454 . Orig Crest*Oats. 3l1012022
tayiom Expires: 6f812022
Quote Opp M. 0024075
Terms: 1%20 Days,NET 30 Days Pegs: 3 of 3
line Part glum Desc Qty Ulm list Ea. Dlsc~% Disc,Price Net Brice
80.00 16139 Installers Kit Eagle Lute %W LA $(J.00 0.00 $C.0U $U.UU
90,01 10166 Crating or Cradling table for Shipment 4.00 EA $201I X 0.00% $201.00 $804,OD
99.00 Other Other Charges Servwm - 1.00 EA $0.00 0jD0% $0600 $0.00
t h1e 125).Miscellaneous Chatrna.
Dwriptlon Ex6 Price
1.} LTL-Std wish LINate 1,380600
2.) Installation 4,497.02
3.) Pandemic Freight Surchar9p 268655
Ust PrK a Total $26,508.50 Llnes Total: $14.427.38
Line Mwallar►eous Charges 56 165.57
Total:
Taxes Total: Svc
Quote Total: $20.592.95
Note f
All quoted taxes are esllmated.Any eppbcable 1a srw lm permlta,ate,moat be Aoded 10 trig Ru018.
hole 2.
Where Irvtellabon Is Itsled on qume it rf towd in non4AIon labor and on one bip for InasWiabon only.Clim is reelwnetble for coerunwon of
Teofntp8ns and ether verwomecantraoore.Walung time still oe charged ad the raee of$75 per men hmr streghl Urns and 5115 par man hour for 01
plug suWglence erpeasea,
Addffioraaly INS qu0te g barred upon a remOflet in an aksbrn epwe Eknftr new buldnrl-complately Vfval*d with Is Gail kSte Of OtttDeney.Anv
project where the Gerreeal Cowaetor Is still an the job to subject to eddlevtal charges.
W B swooly a IhIe oppof nOw 10 pfande thi9 400te.Our poet Is t0 stbstanuaily Improve werktag OVAltk)M for your v9Arablp staff.Vie 100k fortlrprd 10
meeling wfth you 10 review his proposal n detail.In she irmarflime please don'f heailala b cal LIS IMIh any gUGIIJI lg.
Sole Source Agreement-and Ergoflex Systems,Inc. dba Xybix Systems Inc.
Page 13 of 22
EXHIBIT C
SOLE SOURCE EXEMPTION
FORT WORTH
CITY"OF FORT WORTH
CHAPTER 2-52 EXEMPTION FORK
Instructions: Fill out the entire form with detailed information. Once you have completed this form.
provide it to the Purchasing attorney for review The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible
If you are printing this form to provide to Legal please do not provide the Primer portion Fadwe
to provide sufficient information may result in follow up questions and cause a delay at the
attorney's detena ination
Section 1:Genemd Information
Requesttag Department: FIRE DEPT.
Nanr of Cci=act Manager: James Tiwater
Deparmaent's Attorney: PAMS.TAYLOR
Item or Service sought:
Goods:
Service:
Anticipated Amount: S 25.000.00
`'endor- Er¢oflex Systems. Ind dba Xybia Svstems
Current?rior Agreement for itemsenice: Yes ❑ No
CSC or Purchase Order i N.AJ
Amount- $21. 268.62
Projected M&C Date: N A
How will this item or service be used"? This console firrninrre will be built into our new
TraDM Rom where new FAO employees will train on the xmwtis equwnrnt and the
dispatcbw process.
Page i of 7
Sole Source Agreement-and hrgotlex Nystems, Inc. dba xybix systems Inc.
Page 14 of 22
Section?: C Lyme d Exemption and Justification(Othe r than sole source)
NOTE-For a clanned sole-source eyeunptiori complete Section 3.
Please indicate the next-sole-source exemption you believe applies to the purchase and provide
mforinnation to support its apphcabdity. Please refer to the Exemption Printer for detailed
infornnation about connnnon exemptions:
[] A procurement necessary to preserve of protect the public health or safety of the City
of Fort Worths residents:
0 A procurement necessary because of unforeseen damage to public macbinffy.
equpnrnt. or other property-
n A procurement for personal professional or planning services.
A procurenent for work that is performed and paid for by the day as the wort:
prolresses=
A purchase of land or a right-of-way
Paving drainage. street wxki ing. and other public m provennents. or related matters. if
at least one-third of the cost is to be paid by or through special assessments levrd on
propem.- that win benefit from the m4xmenrnts_
II A public auprovement project. already m progress_ authorized by the voters of the
numici; li ,. for which there is a. deficiency of fiords for completing the project in
accordance with the plans and purposes authorised by the voters.
n A paynrnt under a contract by wbicb a developer participates in the construction of a
pubbc mnprovenrni as prodded by Subchapter C. Chapter 212,
LL Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held ra comp}iUKe With Subchapter F.
Chapter 17. Business &Cornmr-rce Code:
• by a political subd isim of this state, a state agency of this state. or an
entm, of the federal government: or
• under an mterlocal contract for cooperatme purchasing adu=ustered by a
regional planning conmussion established Lander Chapter 391;
n Services performed by bland of severely disabled persons:
F Goods purchased by a immicrpahty for subsequent retail sale by the nntulicq)ahly.
Electrrcrtv- or
Page 2 of 7
Sole Source Agreement- and Ergoflex Systems, Inc. dba Xybix Systems Inc.
Page 15 of 22
n Advrrositrg, other than legal notices.
Please provide details and facts to explaitr why you believe the exemption applies to the
purchase. You may also attach doctarrentatim to this form
Section 3:Claimed Sole-Source Exemption and Justification
NOTE-For any men-sole-source exemptiom complete Section 2_
Please indicate the sole-source exemption you believe applies to the purchase and prop-Ae
information to support its applicalnky- Please refer to the Exemption Primer for detailed
information about common exentp ms
�*A procurement of items that are mailable from onhr one source,mcku ing:
• items that are xmilable fiord onh• our sauce because of patents.copyrights.
secret processes.or natural monopolies:
• fikus_ manuscripts. or books
• gas,water.and other utflin• senwes_
• captroe replacement parts or components for equipn em,
• books. papers. and other lttrary materials for a public library that are
a,aitable only from the persons holdmg exclsr,e cbstribumon sights to the
materials: and
• manaeenrnt services provided by a nonprofit orgasm Wn to a nis ipal
nnrseum. park zoo, or other facility to which the organization has prCK-Aed
smificant fmancol or other benefits;
How did -,w determine that the item or service is o* ai22able from one source"
The existw ftaninure in the c211 center is prcn-&d by Xybm a custom dispatch ftanmrre
vendor. As the design is protxietarv_ no other vendor could provide the exact fum re in use M
the Fire Alarm Office, 1
Attach screenshots and provide an explanation of any independent research you conducted.
through Vermt searches,searching cooperatives, or discussions with others kn(mledgeable on
the subject matter that corroborate that the item is wmilable only from a single source.
[After yerifitig this consoles are a sole source item decided would Lire to purchase the same ites.
The Fort Worth Fire Ikpartnrnt Alarms Office has Sprimran dispatch consoles and sie backup
consoles. All 14 of those consoles are exact duplicates in retrards to ftunititre and eq wnrnt.
This proposed console will be for training new employes. As this is for trag mg_taauoses, the
fiauiture and egurarnt should be exacth,the same as what is_currently- within the Alarm office.
Butimg from a different vendor wwuW make this sink. The exist existaw fim=e in the call
Page 3 of 7
Sole Source Agreement-and Ergoflex Systems,Inc. dba Xybix Systems Inc.
Page 16 of 22
center is provided by?3 i a custom dispatch fitrri ture vendor. As the design is proprietary no
other trndor could MAW the exact furniture in use in the Fire Alarm Office.
Did you attach a soar source yastificatiQn letter? ® Yes ❑ No
Describe the uniqueness of the item or senace(e.g.rompatibslity or patent issues.etc.).This is a
patented product that cannot be reproduced by another%endor or dupbcated by another
mamiticturer. The patent relates to the desks roller xisian monitor nxu ting system which
allows for the monitors to be raised and loGyered independently of the work space desk area as
well as O&d closer or pushed further away ftmdent on the user requirements. The_motmts
hold eight to ten monitors as well as mukple controls for keyboards and mice. of which each
console has three. This fimctionality is mVmtant to the departmeml as we haze a wide range of
empkn+ees with different vision requirenrnts. Allowing the monitors to be muted tou-ards the
user.I revvias changes display settings which uIrmiately lead to support tickets and costs
because the next user may not be able to change the system back This furniture is designed for a
247 dispatch operation in our Fire and Police Conmusnication center.As this is also a
console and%rill be utilized to c lete new dispitcher tm=g and continmg education
scenario based trainm it is assportarnt that the consoles be identical
Section 4:Attorney De to tznination
With the facts provided by the department. is the use of the claimed exemption defensible if the
City were to be challenged_on this purchase? CE Yes Ej No
Was there anything attached to this form that was relied on in making this determinaboen?
® Yes No.
If yes.please explainSole source letter from vendor
Was there aTAhing sot included on this farm of attached hereto that was relied on in making this
deternimation? ayes 0 No.
If ties.please explain: discussions with staff concerning patent.
Wi l the standard terms and cotes apple,' 21 Yes M No
Will the contract regiare special terms? EL Yes El No.
Will the contract require review by the departnxnt attorney? Yes 0 No.
Page 4 of 7
Sole Source Agreement-and hrgollex Systems, Inc. dba Xybix Systems Inc.
Page 17 of 22
Approved By.
-P'4� Date: 2 25-22
T Paris/Jessib Wdium
Assistant City Attonzy
Page 5 of 7
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
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EXEMPTIO'y FORIIri PRIMER
Below are etplanations and exuitples of conmnou exemptions that cold apph' to City purchases.
If you have question abort the mfornnum pro,,-Aded or need additional information, please
contact,,roar departnrnt-s assigned attorney or the appropriate purchasiig attorney-
1 A procurement necessary to present or protect the public health or safety of the
nn ipaliry's residents:
Examples of actnities that have been found to fall %vithin this excepbm include ambulance
senses: solid waste collection and disposaL and first-responder safetv.'equ#nent such as
breathing apparatus for firefighters and bullet-proof firsts for police officers.
2 A procuremrnt necessary because of unforeseen damage to public machinery. equ4mrnt_
or other propene
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by had or a tornado. But parts and services for rotrtine maintenance or
replacement of oli v.-om out roofs or waubws would not meet this exception
i a procurement for personal professronaL or planning senyces:
Personal senses are ones that are unique to the indnidual pro%xhng them Therefore
personal sen'ices contract caunot generan-v be subcontracted or assigned
Professional serves are not defined under Chapter 252. so there is no precise definition
to folbvy. There is no unnrrsal definition of this term howevw. "se,,rral cases suggest
that it... is 'predominateh mental or intellectuaL ratter than physical or manual Tex
Atty Gen Op. JM-940 (i988) (quoring Alarrland Curs MIN Ca. V Crmy [later Co- 160
S.W. 2d 102 (Tex Civ. App—Eastland 194'_', no runt) Tlae Texas Attorney General has
also opined that '-professional sen'ices" no bnger includes onh' the services of 13A vxls.
physicians. or theobgiam. but also those members of disciplines requiring special
lmau,ledge or attainment and a high order of learning_ sk dL and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirenrnts of that profession and the menial and intellectual skill) required by the person
whik performing the senyce. Purchases of goods are not professional senices.
4 A procurement of items that are available from onh- one source
This exemption is comutonh, referred to as the sole source exemption In deteraming
whether a purchase is of a good or senxe that is available front one sotace. you should
not consider price or tune to receive the good or service.A sole source does not exist solely
on the basis of personal or departnrwal preference or a desire to keep all urns the same
brand or make. The mfomation needed to support this exentption is that no other provider
Page 6 of 7
Sole Source Agreement- and Ergoflex Systerns, Inc. dba Xybix SysteEns Inc.
Page 19 of 22
can provide the service or category of good except for the vendor you are proposing Some
examples of sole sot rce purchases mchtde senice agreements when only ow mndor is
authory d to work on the equipment bry• the manufacturer and allowing another vendor
would tad the warrants- purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
F'a�e7 ar 7
Page 20 of 22
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Ereoflex Systems,Inc. dba Xybix Systems
8207 SouthPark Circle Littleton CO 80120
Main 303-683-5656
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor. �e-ctv,4AJ
1. Name: �o k
Posi
Sign
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: 16arrr C
Si ture of President/CEO
Other Title: Pres:a-eni' l Q L-�14e-r
Date: 3 • [ 1 I 90'�
Sole Source Agreement-and Ergoflex Systems, Inc. dba Xybix Systems Inc.
Page 21 of 22
EXHIBIT E
CONFLICT OF INTEREST
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with focal governmental entity
This questionnaire reflects changes made to the law by 14.11 23.84th Log., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code,
by a vendorwho has a business relationship as defined by Section 176,001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1).Local Government Code.
A vendor commits an offense it the vendor knowingly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
Name of vandorwho has a business relationship with local governmental entity.
2 Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than She 71h business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government off toer about whom the Information In this section is being disclosed.
Name of Officer
This section(item 3 including subparts A. B, C. & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176,001(1-a),Local Gavamment Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income, from the vendor?
= Yes No
B Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
= Yes = No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director,or holds an ownership interest of one percent or more?
= Yes = No
D Describe each employment or business and family relationship with the local govemment officer named in this section.
4
Signature of vendor doing business with the governmental entity Date
Adopted 8/7/2015
Sale Source Agreement-and Ergoflex Systems,Inc. dba Xybix Systems Inc.
Page 22 of 22