HomeMy WebLinkAboutContract 56797-A1CSC No. 56797-A1
FIRST (I)AMENDMENT TO
FORT WORTH CITY SECRETARYCONTRACT No. 56797
This First Amendment to Fort Worth City Secretary Contract No. 56797 ("The
Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation
and Diving Unlimited International, a Texas limited liability company("Vendor").
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort
Worth City Secretary Contract No. 52961 beginning September 01, 2022(the "Agreement");
and
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend
Agreement to increase the amount of the contract from $50,000.00 to $100,000.00 to reflect
the additional cost for extra dive suits for contaminated water diving. Now THEREFORE City
and Vendor do hereby agree to the following:
1.
AMENDMENT TO AGREEMENT
The following terms are hereby amended to either replace any conflicting terms in the
Original Agreement or shall be added to the terms and shall be binding and enforceable as if
they were originally included therein and the amended agreement shall be referred to as the
Agreement in all future documents.
1. Exhibit A of the Original Agreement is deleted and replaced with the Exhibit A attached
to this Amendment.
[Signature Page Follows]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
of 3
First Amendment to Fort Worth City Secretary Contract No. 56797 Page 1
IN WITNESS WHEREOF, the parties heretohave executed this agreement, to be effective the
day the Assistant City Manager signs this Agreement.
FORT WORTH:
City of Fort Worth
V&-- OAA --
By: Valerie Washington (Mar 8, 202310:37 CST)
Name: Valerie Washington
Title: Assistant City Manager
Approval Recommended:
By:J sDavis(Mar6,202318:16CST)
Name: Jim Davis
Title: Fire Chief
Attest:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
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P�vby°°°F°°�°°R°°t° o'�add0,o o=d o
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Diving Unlimited International, Inc.
By:
Name: 6welf
Title-I/Ith,
Contract Compliance Manager:
By signing 1 aclmowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Mark Rausc her (Mar 2, 202316:48 CST)
Mark Rauscher
Title: Fire Assistant Director
Approved as to Form and Legality:
By.
Name: Taylor Paris / Nico Arias
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Name
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment to Fort Worth City Secretary Contract No. 56797 Page 2 of 3
EXHIBIT A
23-Feb-23 - 7:52am Diving Unlimited International Page 1
O R D E R Q U O T E
Divina Unlimited International
1148 Delevan Drive
San Diego, CA 92102
Telephone: 619-236-1203
Dear Customer,
This Document Serves As A Quote For The Items Listed Below. Please Review
The Information Presented Here. If You Have Any Questions Or You Wish To
Place An order, Please Contact Us At The Address Or Phone Number Printed
Above And Refer To Our Quote Number 173267 In Your Correspondence.
Our Quote $: 173287 Your Customer 4: 118293 Quote Date: 02/23/23
Bill To: Ship To: Ship via:
FIRE, Fire Station 17 UPS Ground Sery
FIRE OPERATION ADMINISTRATION Captain. Alan Lake
505 W. Felix Street 5151 Hemphill St SHIP DATE:
Fort Nlorth TX 76115 Fort Worth TX 76115 07/27/23
USA
Shipping Instructions: Freight Terms: Payment Terms:
Net 30
Item-No/Description Quantity Um Price Disc Net Price
181210 29.000 Fk 2,038.7900 .00 59,124.91
TLS CONTAMINATED WATER DRYSUIT
302241 29.000 EA .0000 .00 .00
Kit, Drysuit Bag, w/Zip-Ease
720750 29.000 PR .0000 .00 .00
Boots, Rock410 v2 Blk/Elk/Skrm
FREIGHT 1.000 EA 900.0000 .00 900.00
Shipping & Handling
DUI GSA 4 GS-07F-0789N
Total Quantity: 88.000 Total Amount: 60,024.91
First Amendment to Fort Worth City Secretary Contract No. 56797 Page 3 of 3
CSC No. 56797
FORT WORTIJ
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Diving Unlimited
International Inc, ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order
of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — City's Terms and Conditions;
3. Exhibit B — Vendor Quote, Scope of Services or Purchase Order;
4. Exhibit C — Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard); and
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. Vendor agrees to provide City with the services and goods included in Exhibit B
pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto.
In the event of a conflict between Exhibit A — City's Terms and Conditions, Exhibit B — Vendors Quote, and
Exhibit C — [Cooperative Agency Contract], then Exhibit A — City's Terms and Conditions shall control, but
only to the extent allowable under Exhibit D - [Cooperative Agency Contract].
City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for each year by City shall be in
the amount of Fifty Thousand Dollars ($50,000.00). Vendor shall not provide any additional items or
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 shall not be liable for any additional
expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement shall be for one year beginning on October 15", 2021 and ending on
August 31st, 2022. City shall be able to renew this agreement for one (1) one-year renewal options by
written agreement of the parties.
Notices requh-ed pursuant to the provisions of this Agreement shall be conclusively.
determined to have been delivered when (1) hand -delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States .Mail, registered, return receipt
requested, addressed as follows: -
To CITY:
City of Fort Worth
Attn: Jesus Chapa, Deputy City Mgr
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Diving Unlimited International, Inc.
Carol Heaton, Direc-torof Military & Commercial Sales
1 148 Delevan Dr.
San Diego, CA 92102-2499
Facsimile: ( 619).237-0378
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
Zi. 11,.E
By: Jesu%J. Chapa ec9,_02111:a1 CST)
Name: .IeSLIS Chapa
Title: Deputy City Manager
Date: Dec 9, 2021
APPROVAL RECOMMENDED:
CONTRACT COMPLIANCE MANAGER:
By signing I acknotivledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Br Ray (Dec 9, 20-1110.45 CST)
Name: Brenda Ray
Title: Sr Contract Compliance Specialist
By: J sDavis(Dec9,202111:16CST) APPROVED AS TO FORM AND LEGALITY:
Name: .lames Davis
Title: Fire Chief
ATTEST: By:
By:
Tgnnotly S. Goodgll
Jannette S. Goodatl (Dec9, 202111:44 CST)
Name: Jannette Goodall
Title: City Secretary
VENDOR:
i
Name: Carol Heaton
Title: Director of Military & Connuercial
Sales
Date: /d�-- Del - -a
Name: Christopher Austria
Title: Assistant City Attorney
CONTRACT AUTHOI;UZATION:
M&C: N/A
1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
I v.If:1f11"-
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS & CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, Sellers and subSellers
who act on behalf of various City departments, bodies or agencies.
1 0101 W 1011121 ;
The consultant, Contractor(s), Vendor(s) supplier, or other provider of goods and/or services, its
officers, agents, servants, employees, Sellers and subSellers who act on behalf of the entity under
a contract with the City of FortWorth.
1 ►I 1;u: 1►
Any information submitted to the City of Fort Worth (the "City") may be requested by a member
of the public under the Texas Public Information Act. See TEx. Gov'T CODE ANN. §§ 552.002,
552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information,
the Seller listed in the request will be notified and given an opportunity to make arguments to the
Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its
information may not lawfully be released. If Seller does not make arguments or the AG rejects the
arguments Seller makes, Seller's information will be released without penalty to the City.
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position. Any violation of this section with the
knowledge, expressed or implied, of the person or corporation contracting with the City Council
shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section
16, City of Fort Worth Charter)
5.1 No employees of the Buyer or its officers, agents, servants, Sellers or subSellers who act
on behalf of various City departments, bodies or agencies are authorized to place orders for
goods and/or services without providing approved contract numbers, purchase order
numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card
orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1),
(2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such
orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in
rejection of delivery, return of goods at the Seller's cost and/ornon-payment.
.1 ml full.: 111
Seller will package goods in accordance with good commercial practice. Each shipping container,
shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's
name, address and purchase order or purchase change order number; (c) Container number and total
number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing
slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably
packed to secure lowest transportation costs and to conform to requirements of common carriers
and any applicable specifications. Buyer's count or weight shall be final and conclusive on
shipments not accompanied by packing lists.
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Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes
possession of the goods at the point or points of delivery after inspection and acceptance of the
goods.
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs
in the amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted
delivery terms do not include transportation costs; provided, Buyer shall have the right to designate
what method of transportation shall be used to ship the goods.
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change
order, or release order.
1191MWETERIM ► �►
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be
responsible for all charges for the return to Seller of any goods rejected as being nonconforming
under the specifications.
12.0 INVOICES
12.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any, shall
be listed separately. A copy of the bill of lading and the freight waybill, when applicable,
should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goods and/or services.
12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
13.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services ofthe kind and specification covered by this agreement for similar quantities under
like conditions and methods of purchase. In the event Seller breaches this warranty, the
prices of the items shall be reduced to the prices contained in Seller's proposals, or in the
alternative upon Buyer's option, Buyer shall have the right to cancel this contract without
any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition
to and not in lieu of any other remedies which Buyer may have
in law or equity
13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or
secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or rights
arising pursuant to said purchase(s), to cancel this contract without liability and to deduct
from the contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the full amountthereof.
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications,
drawings, and descriptions, Buyer's specifications shallgovern.
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and
cause this contract to terminate immediately.
W-MINT01 0 IMATIN R M I Eli Mem
If this purchase is for the license of software products and/or services, and unless otherwise agreed,
Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free
license to use the software. This software is "proprietary" to Seller, and is licensed and provided to
the Buyer for its sole use for purposes under this Agreement and any attached work orders or
invoices. The City may not use or share this software without permission of the Seller, however
Buyer may make copies of the software expressly for backup purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each individually
referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe
upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or
any intellectual property rights or other third party proprietary rights, in the
performance of services under thisAgreement.
17.2 SELLER shall be liable and responsible for any and all claims made against the City
for infringement of any patent, copyright, trademark, service mark, trade secret, or
other intellectual property rights by the use of or supplying of any Deliverable(s) in
the course of performance or completion of, or in anyway
connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other
intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement
to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the
Deliverable(s). So long as SELLER bears the cost and expense of payment for claims
or actions against the City pursuant to this section 8, SELLER shall have the right to
conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect the City's interest, and City agrees to cooperate with SELLER in
doing so. In the event City, for whatever reason, assumes the responsibility for
payment of costs and expenses for any claim or action brought against the City for
infringement arising under this Agreement, the City shall have the sole right to
conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, SELLER shall
fully participate and cooperate with the City in defense of such claim or action. City
agrees to give SELLER timely written notice of any such claim or action, with copies
of all papers City may receive relating thereto. Notwithstanding the foregoing, the
City's assumption of payment of costs or expenses shall not eliminate SELLER's duty
to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,
is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, SELLER shall,
at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it
non -infringing, provided that such modification does not materially adversely
affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)
with equally suitable, compatible, and functionally equivalent non -infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to SELLER, terminate this Agreement, and
refund all amounts paid to SELLER by the City, subsequent to which termination
City may seek any and all remedies available to City under law.
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested by
the Seller for the City pursuant to a Work Order, including all such developments as are originated
or conceived during the term of the Contract and that are completed or reduced to writing thereafter
(the "Work Product") and Seller acknowledges that such Work Product may be considered "work(s)
made for hire" and will be and remain the exclusive property of the City. To the extent that the
Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby
agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer,
all rights, title and ownership interests, including copyright, which Seller may have in any Work
Product or any tangible media embodying such Work Product, without the necessity of any fiirther
consideration, and Buyer shall be entitled to obtain and hold in its own
name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of
its Sellers hereby waives any property interest in such Work Product.
The City owns and operates a computing environment and network (collectively the "Network").
If Seller requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other
network application, Seller shall separately execute the City's Network Access Agreement prior to
providing such services. A copy of the City's standard Network Access Agreement can be provided
upon request.
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of
Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer
may have in law or equity.
1 iU__\E_-e\
The performance of work or purchase of goods under this order may be terminated in whole or in
part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of
Termination" specifying the extent to which performance of work or the goods to be purchased
under the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of Buyer as set
forth herein.
No interest, obligation or right of Seller, including the right to receive payment, under this contract
shall be assigned or delegated to another entity without the express written consent of Buyer. Any
attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all
purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller
agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by
Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights,
interests, or obligations to another entity. The documents that may be requested include, but are not
limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-
9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any
entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide
necessary information in accordance with this section, Buyer shall not be liable for any penalties,
fees or interest resulting therefrom.
1 A: /
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with any
applicable proposal documents published by the Buyer and Seller's Response to such proposal
(the "contract documents"). This Agreement is intended by the parties as a final expression of their
agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of this
Agreement even though the accepting or acquiescing party has knowledge of the performance and
opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is
used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict
between the contract documents, the order of precedence shall be these Standard Terms and
Conditions, the Buyer's published proposal documents and the Seller's response. If Buyer and
Seller have otherwise negotiated a contract, this Agreement shall not apply.
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation
arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be
governed, construed and enforced under the laws of the State of Texas.
1 \ 1 ►l 0) 0112M 901410 11 :: 9 : .
Seller shall operate hereunder as an independent Contractor(s)and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the
details of its operations hereunder, and all persons performing same, and shall be solely responsible
for the acts and omissions of its officers, agents, employees, Sellers and sub- Sellers. The doctrine
of respondeat superior shall not apply as between Buyer and Seller, its officers, agents, employees,
Sellers and subSellers. Nothing herein shall be construed as creating a partnership or joint enterprise
between Buyer and Seller, its officers, agents, employees, Sellers and subSellers.
28.1 LIABILITY - SELLER SHALL 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 SELLER, ITS OFFICERS, AGENTS,
SERVANTS OREMPLOYEES.
28.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED
TO AS BUYER), ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS
TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES
FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF
SELLER, ITS OFFICERS, AGENTS, SUBCONTRACTOR(S)S, SERVANTSOR
EMPLOYEES.
In case any one or more of the provisions contained in this agreement shall for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision ofthis agreement, which agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence and
this contract shall be terminated on the last day of the fiscal period for which funds have been
appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of
annual payments herein agreed upon for which funds shall have been appropriated and budgeted or
are otherwise available.
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to
have been delivered three (3) business days following the day such notice is deposited in the United
States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager,
City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102. Notices to
Seller shall be conclusively determined to have been delivered three (3) business days following
the day such notice is deposited in the United States mail, in a sealed envelope with sufficient
postage attached, addressed to the address given by Seller in its response to Buyer's invitation to
proposals. Or if sent via express courier or hand delivery, notice is considered received upon
delivery.
This contract is made and entered into with reference specifically to Chapter 17, Article III, Division
3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as amended, and
Seller hereby covenants and agrees that Seller, its employees, officers, agents, Sellers or subSellers,
have fully complied with all provisions of same and that no employee, participant, applicant,
Contractor(s)or subContractor(s)has been discriminated against according to the terms of such
Ordinance by Seller, its employees, officers, agents, Contractor(s)or subSellers herein.
11MM" 13 101 zZIN Y 11101M.1 1 (11013
Seller shall 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, Seller shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Seller shall adhere to
all Federal and State laws as well as establish appropriate procedures and controls so that no services
will be performed by any Seller employee who is not legally eligible to perform such services.
SELLER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Seller, shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
Revised August 31,
Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable
health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees
to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections
necessary to provide the products orto perform the services hereunder. Seller shall indemnify Buyer
from any penalties or liabilities due to violations of this provision. Buyer shall have the right to
immediately terminate this Agreement for violations of this provision by Seller.
1 . 0 0 Keya"1
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration ofthree
(3) years after final payment under this contract, and at no additional cost to Buyer, have access to
and the right to examine and copy any directly pertinent books, computer disks, digital files,
documents, papers and records of the Seller involving transactions relating to this contract,
including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees
that the Buyer shall have access, during normal working hours, to all necessary Seller facilities, and
shall be provided adequate and appropriate workspace, in order to conduct audits in compliance
with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in
accordance with the standards set forth in the Texas Administrative Code. The Buyer shall give
Seller reasonable advance written notice of intended audits, but no less than ten (10) business days.
ar mm -.11maq
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subSellers will not unlawfully discriminate on the basis of disability
in the provision of services to general public, nor in the availability, terms and/or conditions of
employment for applicants for employment with, or employees of Seller or any of its subSellers. Seller
wan -ants it will fully comply with ADA's provisions and any other applicable federal, state and local
laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or
allegations asserted by third parties or subSellers against Buyer arising out of Seller's and/or its
subSell&s alleged failure to comply with the above -referenced laws concerning disability discrimination
in the performance of this agreement.
011111PIMU, 0 N a ILI Oklill�►
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations,
services rendered or any warranty that arises under this Agreement, the parties shall first attempt to
resolve the matterthrough this dispute resolution process. The disputing party shall notify the other party
in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state
the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business
days of receipt of the notice, both parties shall make a good faith effort, either through email, mail,
phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach
or other matter in question that may arise out of, or in connection with this Agreement. Ifthe parties fail
to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the
parties may submit the matter to non -binding mediation upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. Ifthe parties cannot
resolve the dispute through mediation, then either party shall have the right to exercise any and all
remedies available under law regarding the dispute.
Revised August 31,
1 ' : Y .I 1 -.3 YY 161allmolowlY:: ft V lecrAvo 0 Y. Y ul' . ►11K"Wing �: Y `[�Y�Wliw. -WM
If Seller has fewerthan 10 employees or the Agreement is for less than $100,000, this section 31 does not
apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum,
Seller certifies that Seller's signature provides written verification to City that Seller. (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement.
39.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., RS., 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., RS., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
40.0 PROHIBITION ON DISCPXMNATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
Seller 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,
Contractor certifies that Contractor's signature provides written verification to the City that Contractor:
(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.
EXHIBIT B
12-Jul-21 - 9:08am Diving Unlimited international Page
O R D E R Q U O T E
Diving Unlimited International
1148 Delevan Drive
San Diego, CA 92102
Telephone: 619-236-1203
Dear Customer,
This Document Serves As A Quote For The _terns Listed Below. Please Review
The Information Presented Here. If You Have Any Questions Or You Wish To
Place An Order, Please Contact Us At The Address Or Phone Number Printed
Above knd Refer To Our Quote Number 163516 In Your Correspondence.
Our Quote a: 163516 Your Customer #: 118293 Quote Date: 07/12/21
Bill To: _hip To: Ship Via:
FIRE FIRE UPS Ground Sery
FIRE OPERATION ADMINISTRATION =IRE OPERATION ADMINISTRATION
505 W. Felix Street 505 W. Felix Street SHIP DATE:
Fort Worth TX 76115 Fort Worth TX 76115 09/07/21
USA
Shipping Instructions: Freight Terms: Pa....ent Ter:rs:
Item-No/Description
131100
CXO 100, SIZE TO BE DETERM:NEED
302241
Kit, Drysuit Bag, w/Zip-Ease
720750
Boots, Rocka10 vZ Blk/Blk/Sk=
New 30
Um Price Disc Net Price
4.000 EA 1,813.6000 .00 7,254.40
4.000 EA 36.0000 100.00 .00
4.000 PR 90.0000 100.00 .00
FREIGHT 1.000 EA 140.0000 .00 140.00
Shipping srandling
DUI GSA s GS-07-F-0789N
Total Quantity: 13.000 Total Amount: 7,394.40
**� The Above Total Does Not Include ?disc. Charges, Freight And Sales Tax ***
1
3-Dec-21 - 8:24am Diving Unlimited International Page 1
O R D E R Q U O T E
Diving Unlimited International
1148 Delevan Drive
San Diego, CA 92102
Telephone: 619-236-1203
Dear Customer,
This Document Serves As A Quote For The Items Listed Below. Please Review
The Information Presented Here. If You Have Any Questions Or You Wish To
Place An Order, Please Contact Us At The Address Or Phone Number Printed
Above And Refer To Our Quote Number 163516 In Your Correspondence.
Our Quote #: 163516 Your Customer #: 118293 Quote Date: 07/12/21
Bill To: Ship To: Ship Via:
FIRE FIRE UPS Ground Sery
FIRE OPERATION ADMINISTRATION FIRE OPERATION ADMINISTRATION
505 W. Felix Street 505 W. Felix Street SHIP DATE:
Fort Worth TX 76115 Fort Worth TX 76115 02/28/22
USA
Shipping Instructions: Freight Terms: Payment Terms:
Net 30
Item-No/Description Quantity Um Price Disc Net Price
131100 12.000 EA 1,813.6000 .00 21,763.20
CXO 100, SIZE TO BE DETERMINED
302241 12.000 EA 36.0000 100.00 .00
Kit, Drysuit Bag, w/Zip-Ease
720750 12.000 PR 90.0000 100.00 .00
Boots, Rock#10 v2 Blk/Blk/Skrm
FREIGHT 1.000 EA 400.0000 .00 400.00
Shipping & Handling
DUI GSA # GS-07-F-0789N
Total Quantity: 37.000 Total Amount: 22,163.20
*** The Above Total Does Not Include Misc. Charges, Freight And Sales Tax ***
EXHIBIT C
General Services Administration
Federal Supply Service
AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST
Current as of: August 2020
Federal Supply Schedule 47QSMD20R0001- Consolidated Multiple Award Schedule
Contract Number: GS-07F-0789N Contract Period: September 1, 2013 through August 31, 2023
Current GSA Price List: August 14, 2020 per mod PO-0031
CONTRACTOR INFORMATION:
Sales
Contract Administrator
Name:
Diving Unlimited International, Inc.
Tim Morrow
Address:
1148 Delevan Dr.
11820 Tesson Ferry Road
San Diego, CA 92102-2499
Suite 211
St. Louis, MO 63128
Telephone:
619.236.1203
314.842.6339
Fax number:
619.237.0378
t morrow@gsacenter.com
E-mail:
cmheaton@dui-online.com
Web site:
www.dui-online.com Business type: Small Business
CUSTOMER INFORMATION
Ia. Awarded Special Item Number(s): lld. Urgent requirements: Consult with contractor.
3152 - Shipboard/Aircraft Anti-Exp Immersion Clothing 12. FOB Point: FOB Origin for all products on contract.
33911PA- Introduction of New Services/Products
lb. Lowest Priced Model Number:
3152 - Necklace Comfort Ring 302102 $6.65
33911PA - End Cap Replacement 750575 $45.34
lc. Hourly Rates: N/A
2. Maximum Order Guideline per each SIN/Order:
3152 - $250,000.00
33911PA - $250,000.00
3. Minimum Order Limitation: $100.00
4. Geographic Coverage: Within 48 contiguous states
and the District of Columbia
5. Points of Production: San Diego CA, Broomfield
CO, Redcar Cleveland, England, Taurage LT 72328
Lithuania
6. Basic Discount: Ranges from: 0.00% to 52.50%
7. Quantity Discount: None
8. Prompt Payment Terms: Net 30 days
9a. Government Purchase Cards accepted at or below
the micro -purchase threshold: Yes
9b. Government Purchase Cards accepted above the
micro -purchase threshold: Yes
10. Foreign items: None
IIa. Time of delivery: 7-60 Days ARO
11b. Expedited delivery: Consult with contractor.
11c. Overnight/2-day delivery: Consult with contractor.
13a. Ordering address: same as contractor
13b. Ordering procedures: Phone, fax or GSA
Advantage or refer to www.gsa.gov/schedules
14. Payment address: Same as contractor
15. Warranty provisions: Standard Commercial
Warranty
16. Export packing charges: N/A
17. Terms and Conditions of Government Purchase
Card Acceptance: Accepted on orders over the
micro -purchase threshold of $3,000.00.
18. Terms and conditions of rental, maintenance and
repair: N/A
19. Terms and conditions of installation: None
20. Terms and conditions of repair parts: N/A
21. List of service and distribution points: None
22. List of participating dealers: None
23. Preventive maintenance: None
24a. Environmental attributes: None
24b. Section 508 electronic and info. Tech. (EIF)
standards: N/A
25. Data Universal Number System number:
028363182
26. System Award Management Registration database:
Registered
EXHIBIT D
CONFLICT OF INTEREST QUESTIONNAIRE FORM Cs
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
Date Received
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 if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
Diving Unlimited Intemational Inc,
z
❑ 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 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 wh�om� the information is being disclosed.
(Name of Officer
4j Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
FlYes F-1 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 or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes �No
$ Describe each employment or business relationship that the vendor named in Section 1 maintains with 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.
6
❑Check this box if the vend r has given the local government officer or a family member of the officer one or more gifts
as described in Section 76.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
Si 6d&6 o ven or doing business with the governmental entity Date/
Form provided by Texas Ethics Commission www,ethics. state.tx.us Revised 1/1/2021