HomeMy WebLinkAboutContract 58483 CSC No,58483
FORT WORTHO
41*
SOLE SOURCE AGREEMENT
SERICORE,LLC
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 Sericore, LLC. ("Vendor"), a corporation 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 Vendor Services Agreement;
2. Exhibit A—Scope of Services or Goods;
3. Exhibit B—Sole Source Exemption;
4. Exhibit C—Verification of Signature Authority Form.
5. Exhibit D—Conflict of Interest Questionnaire.
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C, or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. Scope of Services. Purchase of goods & Services. ("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 date signed by the 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,in its sole discretion,to renew this Agreement under
the same terms and conditions for an additional three(3)one-year renewals.
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 under this Agreement will not exceed Fifty Thousand Dollars ($50,000.00) per year.
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
CITY SECRETARY
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. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or
otherwise corrupt City Information in any way. Vendor must notify City
immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event, Vendor
will, in good faith, use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and will
fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. Rieht to Audit. Vendor agrees that City will, until the expiration of three(3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees,contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim;however,Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d)if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assienment and Subcontracting.
9.1 Ass nment. 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
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Sericore,LLC
Attn: Assistant City Manager 306 Crain Highway South
200 Texas Street Glen Burnie,MD 21061-4233
Fort Worth, TX 76102-6314
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governine Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board, department, commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. 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(1-9). Upon request by City,Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides,and documentation that are created,published, displayed, or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due, or rights of retention thereto on the part of City.
27. 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.
28. Chanee 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
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.
29. 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.
30. Prohibition on Bovcottina Enerey Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and(2) will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Aeainst Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains
the entire understanding and agreement between City and Vendor,their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
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
this contract,including ensuring all performance and
By;Valerie Washington(Nov 17,202214:22 CSC
Name: Valerie Washin ton reporting requirements.
Title: Assistant City Manager
Nov 17,2022
Date:
By; Mark Rauscher(Nov 16,202218:15 CSC
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Fire Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By: J6pfs Davis(Nov 17,2022 08:57 CS-0
Name: Jim Davis
Title: Fire Chief o�oFORr�aaa B '
Y'
p#.° ���dd Name: Taylor Paris
ATTEST: P, o�d
o o=� Title: Assistant City AttorneX
�a*�°°000000000
aabnnEXA5o4o CONTRACT AUTHORIZATION:
Tannel-fe S. Gaadall M&C: N/A
By: Jannette S.Goodall(Nov 18,2022 08:01 CST) Form 1295•N/A
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Sericore,LLC
By: 3c60
Name: Sue Sciandra
Title: Controller
Date:
16 November 2022 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
Quotation
% sencore
DATE 11;212422
306 Crain FBgrwey Scum quotation#22112
Glen Bumie,MD 21061
QumatLan For Quota9on vadd uxd. lA02D23
Fort Worth Fire department Preoared by: Sue Sasndra
505 W Fekx Street
Fort Worth,TX M 15
Comments or Spec ial Inatmedom Quote reflects GSA pnising, Relersnce GSA mrina wGS07F077GA.
SALESPERSON P.Q-NLMA6ER SHIP DATE SHIP YV4 F-O.B-P41HT TFRMS
Sue TBID TBD UPS Origin #Jet 30
QUANTITY OESCFdFrr N UNIT PRICE TAXABLE? AMOUNT
t 29&Offl1 SRFI HsH KA $ 17.192.96 N $ 17,192.96
10 28"102 SRF 'ver Spare $ 2.801.91 N $ 28,018.10
BMagG
292-04132mm U9'
SD HPT Ftre Tip Fitting $ 20.96 N $ 1.047.50
GRAY
4 Shipping EWirnmw $ 82.85 N $ 62.96
SUBTOTAL $ 46.321.40
TAX RATE 0.10%
SALES TAX $
OTHER $
TOTAL $ 46.321.40
EXHIBIT B
SOLE SOURCE EXEMPTION
IORTWORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions:Fill out the entire form with detailed inforniatiun-Once you have completed this form,
provide it to the Purchasing attorney for review-The atturne w will review the information you have
provided to determine whether an exemption to C'hapier 252's biding requirements is defensible.
If you are printing this fonn to provide to Legal,please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination-
Section 1:General Information
Requesting Department: [Fire 104nlmenll
Name of Contract Manager_ [James Hortortl
Department's Anorney: [Taylor Paris]
Item or Service sought'.
Gonads' IK
Service: ❑
Anticipated Amount: [S37,000.001
'vendor: [5ericore Technolovies,LLCI
Current+Prior Agreement for iternfservice; Yes No ❑
CSC or Pun:hase Order#: NIA
Amount: [S 140,5 76.751
Projected M+l&C Hate: [April 20,20211
How will this item or service be used? [The FWPD SWAT Team previously_purrhased
remote fire devices from this vendor in 2021. The Fart Worth Fire Department Bomb Squad
also uzes these remote fire devices. The remote fire device is a paimd device with a transmitter
and receiver eLectronically connected. The remote fire devices enables the user to intitiate an
explosive char4u from a safe distance. The advantage for using a remote fire device is that one
does net have to have a lengthy amount of fuse,wire or detonation cord on t he round to initiate
an explosive charke while conducting a render safe procedure or explosive brcaijh. Alter the
Pag@ I of 4
intial purchase,additional Uafit fwsds became aveilbale that were earmarked for this.item. The
original a6,,reement was draped as a one time purchase and could r<ot be re-used. I
Section 2t Clairued Exemption and.lustificadon(Other than sole Source)
NOTE-For a claimed sole-source exemption,complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability_ Please refer to the Exemption Primer for detailed
information about common exemptions:
A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents.
Q A procurement necessary because of unforeseen damage to public machinery,
equipment,or other properly:
Q A procurement for personal,professional,or planning services;
Q A procurement for work that is performed and paid for by the day as the work
progresses;
A purchase of land or a right-of-way;
Q Paving drAnage,street widening and other public improvements,or related matters,if
at leas.[ anti-third of the cost is to be paid by or through special assessments levied on
property 11721E will benefit from the improvements;
Q A public improvement project,already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
Q A payment under a contract by which a developer participates in the cot struction of a
public improvement as provided by Subchapter C,Chapter 212;
Q Personal property sold:
• at an auction by a state licensed auctioneer;
• at a I'�,ine_ 001 of business sale held in compliance with Subchapter F,
Cbapt;fr l?_BUSUIes5&Commerce Code;
• by a poluu:al subdivision of this state, a state agency of this state, or an
entity of the federal government;or
• under an interloeal contract for operative purchasing;administered by a
regional planning commission established under Chapter 391;
Q Services performed by blind or severely disabled persons;
Q Goods purchased by a municipality for subsequent retail sale by the municipality;
page 2 of 4
Electricity;or
Q Advertising,other than,legal notices.
Please provide details and facts to explain why you believe the exemption,applies to the
purchase-You may also attach documentation to this form.[]
Section3:Claimed%ole-Source Exemption and.lustifcation
NOTE-For any non-sole-source:exemption,complete Section i.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source.,incl uding,
• items that are available from only one source because of Patents,copyrights,
secret processes,or natural monopolies;
• films,manuscripts,or books;
• gas,water,and other utility sentices,
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only front the persons holding exclusive distribution rights to the
materials,and
• management services provided by a nonprofit organization to a municipal
museum,park,zoo,or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available frown one source?
[The items to be purchased are restricted to public safety bomb 4 uads and law enforcement
Sericore manufactures this specific item and because of trade secrets and sovernment
restrictions,the item is not publicly available. Because the department owns this specific brand
of pnLc u it must be electronically Wired with this specific brand. When additional funds
became available,FWPD SWAT and FWFD Bomb Squad decided to increase their limised
inventory- 1
Attach screanshots and provide an explanation of any irAependent research you Omducted,
through Internet searches, searching,cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only frown a single source-
[Web research at--
hops:!! ww.Magdvantageagovladvantagelwsfcatalog4LnAuct_detail?gsin=1100007257595"
Page 3 of 4
Did you attach a sole source justification letter'' ❑ Yes E No
Describe the uniqueness of the itern or service(e-g-compatibility or patent issues,etc-) Lae
-
5ericore Rernowe Fire Device is a proprietary item only availbel to law enforcement and military
with an authorized need- The department previously purchased these items and desire&to
increase their inventory with additional grant funds that became available. The devices brand
SMific,proprietary and roust be linked electronically within the same br+agd. We are
sun Iemanting our existing s3+stena and the receivers and transmitters have to be brand specific or
they will not communicate with our current devices- These items are on]y manufaciured by
5ericore_
Section d:Attorney Determination
With the facts provided by the department,is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? [K Yes Q No-
Was there anything attached to this farm that was relied on in maki this determination?
a Yes Q No-
If y s,please explain_Sole Source Letter
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑Yes [K No-
If yes,please explain_[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply'' Yes ❑No-
Will the contract require special terms? Q Yes No-
Will the contract require mviewv by the department attorney? Yes ❑No-
Approved By:
'i Date: I 111012022
J to-Mensah
Aki�ft
ant City Attorney
Page 4 of 4
r
STILE SOURCE STATEMENT
RE:SRFI Remote Fire System
The Sericore Remote Fire Initiator{SRFI]Emergency f esponse&aw E nfo r cement System incorporates
military standards safety and reliability in a onrilian-uEe-approved federal.state and local law enforcement
device The SRFI demolition response and taGcel tool set evolved through federal law enforcement
evaluations.feedback and refinements specific to civilian tactical response operations_
The system incorporates a specialized radio system developed with NSA Oversight and is optimized for high-
noise urban and open range environments,, secure oommuni€ations over AES rolling encryption.and
provides unmatrdred output power y39OV 10 Joules)in a Size Weight and Power(SWAP)reduced
ruggedized chassis.The system also provides Night Vision Goggle fNVG)operations in zero light
conditions.
Th a SRFI provides the unmatched ability to field-canfigure devices as necessary.The transmitter can
control up to-8 receivers at one time.with selective firing of any or all as Gne shot.Receiver
configuration tie customized with settings for ARM hold time and selective FIRE delay.All configurations
are set and cleared by device and any transmitter can be configured to control any receiver.Once
paired,communication ulil izes a secured rolling AES encryption scheme Yjth each device.
The SRFII system is the only available Law E nforcement device to undergo Weapons System Explosives
Safety Review Board"BESRB)mandated testing noted belcw•.The system also underwent review
through the Softhare System Safety Technical Review Panel(SSSTRP)and the Fuze and Initiation System
Technical Review Panel{FISTRP).
Oualific-atinns Testing
Hazards Yf Eletrrartiagr)eiic Ratliatiari to Gedhahae(HERG)201it
MIL-STD'3IDG METLABS2013
50a.5 Law Pressure f Altiludey
5D1.5 High Temperawre
5D2-5 Low Terri perSlu re
5D6-5 Rain
5N-5 San Fag
512.5 Immer a in h
514.6 Vibration fAlrcratt,Vehicle,Loose Cargo)
516.E Shock
Electromagnetic EravirO MehUl E#letrs�U)QualiRcaWn HSWC DAHLGREN ZD13
3N W to IM Muhity
25 hV ESa Immunity
vs4
EMP Immunity
IEC€N 61400-4-d,€lectromagneticcompatrblllty JEMC)-Part 4-2:Testing and measurement Lechri ques-
E.lectrostatic Discharge ImmunIq Test
Features
MIL-Spec Chassis,hot-dip Conformal coating,MIL-Spec top coating.
Normal,backlight and NVG mode display shows individual device status in tent AND LEDs_
24 hour mission I ife with 2 CR123 batteries-
Smile LOS and 1 mile urban radio range_
Radio strength of each paired device(in dB)displayed on transmitter.
SVWaP-Receiver wnights 12ozwithbatteries,Transmitterweighs.5ozwith hatter ies_
Integrated safety interlocks_
Firingtipsupporksboth NCFNELandE-CAPs�noadditional partsoradapternece55ary}_
Output-390 Volts f 10 Jbule3(3x the typita111FD)
The Sericore Remote Fire I nitiator{SRFI I System Kits are required to enhance the safety of the field
operations Bomb Technicians and replace the need for f'iri ng wire a nd shack tube ignition systerne_The
covert nature of SRTJSWAT operations require highly-Secure two-way communication rapabilities that
only the SRFI incorporates.
ATF Explasives Enforcement Branch and the"untwil le Training Center utilize and train all incoming
Bomb Technicians.with thisequipment and in testing,training and field deployment theSRFI is reliable
a nd fulfil Is the ATF m ission requi rernent more effectively than a ny of her Remote Firi rig Devices
available.
llt7
am: t --- 15 AP P,2022
Steve Baker
5ericare
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Sericore,LLC
306 Crain Highway South
Glen Burnie,NM 210614233
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: Sue Sciandra
Position: Controller
aG� li75C-e��
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President rCEO
Other Title: President
Date: 16 November 2022
EXHIBIT D
Conflict of Interest Questionnaire.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governfnental entity
This questionnaire reflects changes made to the law by H.B. 23,84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code, c,J�'Rxe.`:c
by avendorwhe has abusiness relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.DD6(a).
By law this questionnaire must be filed with the recerds 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 17E.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government CDde.An offense underthis section is a misdemeanor.
11 Name of vendorwho has a business relationshlpwlth local governmental entity.
Check this box Ifyou are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.}
3
Name of local government officer about whom the information Inthls 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 Government Code_ Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income,from the vendor?
Yes F-1No
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 taxab€e income is not received from the local governmental entity?
Yes F-1No
G_ 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 mare?
Fl Yes F1 No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
Signature of vendor doing business with the governmental entry Date
Adopted Rr7+2015