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Home My WebLink AboutContract 54179-A3R3CSC No. 54179-A3R3 AMENDMENT 3 AND RENEWAL 3 TO CITY SECRETARY CONTRACT NO. 54179 This Amendment and Renewal is entered into by and between the City of Fort Worth (hereafter "City"), a Texas home rule municipality, and SharpLogixx LLC. ("Vendor"), each individually referred to as a "Party" and collectively as the "Parties". WHEREAS, the Parties previously entered into City Secretary Contract 54179 (the "Agreement"), a sole source agreement created between the Parties to purchase Portable X-Ray Systems and Non -Warranty Repairs. WHEREAS, the Initial Term of the Agreement began on July 22, 2020 and terms stipulated that the Agreement would be reviewed by both Parties after one year and authorized up to two additional renewals of two years each; and WHEREAS, Parties have previously exercised two, one-year renewals which creates confusion as to the number of renewals remaining under the terms of the Agreement; and WHEREAS, the Parties wish to amend the Agreement in order to edit the language related to renewals so that the new language aligns with traditional City renewal periods and ensures the parties can renew the Agreement as contemplated by its original terms; and WHEREAS, the Parties also wish to renew the Agreement for a third annual term from July 22, 2023 to July 21, 2024. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: I. AMENDMENTS TO AGREEMENT The following terms are hereby amended to replace the referenced terms in the Agreement and shall be binding and enforceable as if they were originally included therein. Section II. TERM of the Agreement is hereby deleted in its entirety and replaced with the following: The initial team of this Agreement will become effective July 22, 2020, or when properly executed by both parties. After implementation, the agreement will be reviewed and may be renewed by mutual agreement of the Parties on an annual basis. Any changes or recommended changes shall be in writing and shall be made three (3) months in advance of the scheduled requested date change. 2. RENEWAL The term of the Agreement is hereby renewed for an additional year to begin on July 22, 2023 and expire on July 21, 2024, unless terminated earlier in accordance with the Agreement. 3. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Contract which are not expressly amended herein shall remain in full force and effect. CSC 54179 Amendment 3 / Renewal 3 OFFICIAL RECORD Page 1 of 3 CITY SECRETARY FT. WORTH, TX 4. ELECTRONIC SIGNATURE This Amendment and Renewal may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. (signature pagefollows) CSC 54179 Amendment 3 / Renewal 3 Page 2 of 3 ACCEPTED AND AGREED: CITY OF FORT WORTH: Ibt�uiC✓� By Valerie Washington (May 30, 2023 15:38 CDT) Valerie Washington Assistant City Manager Date: May 30, 2023 APPROVAL RECOMMENDED: J s Davis 24, 202316:53 CDT) By: .lames Davis Fire Chief ATTEST: By: Jannette Goodall City Secretary poi00 �� pORt��d �o °ate°s osd d�IlIl oEXA`oo4 SharpLogixx, LLC: -N- 1 By: O- NaJe- Robin Pfaff Title: President Date: -5 .. 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 reporting requirements. By: Br a Ra`y (May 24, 2023 15:52 CDT) Brenda Ray Fire Purchasing Manager APPROVED AS TO FORM AND LEGALITY: �� By: Taylor Paris Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 21-0861(11-9-21) 1295:2020-642543 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC 54179 Amendment 3 / Renewal 3 Page 3 of 3 CSC# CSC No. 54179-A2 SECOND (2) AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 54179 BETWEEN CITY OF FORT WORTHAND SHARPLOGIXX This Second (2) Amendment to Fort Worth City Secretary Contract No.54179 ("Second Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation and SharpLogixx LLC. ("Vendor"). WHEREAS, Fort Worth and Vendor entered into a Sole Source Agreement identified as Fort Worth City Secretary ContractNo. 54179 for an initial term from July 22, 2020 (the "Agreement") to July21, 2021; WHEREAS, Fort Worth and Vendor executed the First Amendment to the Agreement on March 31, 2021 ("First Amendment") to increase the total compensation from 63,975.00 to 76,770.00 to reflect the increase in the amount of the contract by 20% and to reflect the costs of non - warranty repairs; WHEREAS, Fort Worth and Vendor renewed the Agreement for a first renewal term beginning on July 22, 2021 to July 21, 2022; and WHEREAS, it is the collective desire of both Fort Worth and Vendor to execute a Second Amendment to the Agreement to increase the total compensation oflheAgreement from amount not to exceed $76,770.00 to $200,000.00 because of an additional purchase of other SRV X 1417 Extreme 3X Complete Portable X-Ray System and accessories and SRV X1012 Extreme 2X Complete Portable X-Ray System including a 10"x12" Imaging Panel with accessories. NOWTHEREFORE, known by all these present, Fort Worth and Vendor, acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: The following terms are hereby amended to either replace any conflicting terms in the Original Agreement or shall be added to the terms and shall be binding and enforceable as if they were originally included therein and the amended agreement shall be referred to as the Agreement in all future documents. I. Paragraph 1 of the Agreement, title Scope of Services, shall be deleted in its entirety and replaced with the following language: 1. Scope of Services. Purchase of SRVX1417 Extreme #x Complete Portable X-Ray System including 14" x 17" HD and Accessories, SRV X1012 Extreme 2X Complete portable X-Ray system including 10" x 12" Imaging Panel and Accessories and Non -Warranty repairs ("Services"), Exhibit' A," attached hereto and incorporated herein for all purposes. IL Paragraph 3 of the Agreement, titled Compensation, shall be deleted in its entirety and 2"d Amendment — CSC 54179 — SharpLogixx LLC. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX replaced with the following language: 3. C'pmnensatiop. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," -Price Schedule. Total payment made under this Agreement for each year, including each renewal year, shall not exceed the amount of Two Hundred Thousand Dollars and Zero Cents ($ 200,000.00), and the City makes no promise or guarantee of the total amount of work that will assigned to vendor under this Agreement. Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. III. The Agreement is amended by replacing Exhibit A of the Agreement with the Exhibit A attachedto this SecondAmendment. IV. The Agreement is amended by replacing Exhibit B of the Agreement with the Exhibit B attached to this SecondAmendment. V. The Agreement amended by replacing Exhibit E of the Agreement with the Exhibit E attached to this Second Amendment. VL All otherterms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK (Signature Page follows) Zaa Amendment — CSC 54179 — SharpLogixx LLC. Page 2 of 16 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth J By: Valerie Washington Nov 17, 202115:44 CST) Name: Valerie Washington Title: Assistant City Manager Date: Nov 17, 2021 Approval Recommended: By: J s Davis (Nov 17, 202113:56 CST) Name: James Davis Title: Fire Chief Attest: By:W ' Name: Ronald Gonzales Title: Acting City Secretary VENDOR: SharpLogixx, LLC 340 North Broadway, Ste. 335 Green Bay, WI 543030 Robin A. Pfaff By: Robin A. Pfaff (Nov 17, 2021 12:56 CST) Name: Robin Pfaff Title: President Date: Nov 17, 2021 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 reporting requirements. By: Mark Ra uscher (Nov 17, 202113:40 CST) Name: Mark Rauscher Title: Assistant Fire Director Approved as to Form and Legality: By: Name: Christopher Austria Title: Assistant City Attorney Contract Authorization: M&C: 21-0861 (11-9-21) 1295:2020-642543 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Zaa Amendment — CSC 54179 — SharpLogixx LLC. Page 3 of 16 Exhibit A Goods and Scope of Services AnnattRayrVision' For James Horton. PhO FortWorth FfeFrsorvEomb Squad 715Tecas St FortWorth TX 76102 817-392-6229 JameSJi nrWn@„fortwort htacas.grnr Quote #QT0010883 8/192021 Prepared by SharPLogrXX, LLC Expires: 90012021 If you have questions regarding this quotation, contact: Jod Rlling I VP, Govemment Programs 1 (8171045-34631 loet rMinci inartrityAmon rnm Thank you for your business! 1 P1417VJX SW X14170 Extreme ar Complete Portable X-Ray System including 14*r17' HD Narrow Margin DR Imager, M11-Grade Controller, Advanced Long Range Wireless Communications, Wred Communications, AMOSseries, and o'martRayVIsInn EOD Bdrtware packed in a custom ruggedized shipping case.lndudes2-year systemwarrardy and 1-year battery warranty 1 BA=yl Battery for any Mthe SRV panels, 1-year warranty 1 BACKPACK Portable Go Bag Backpack 1 P1012YZK SRV X10120 Extreme 2x: Complete Portable X-Ray System includ Ing 10"A 2'HO Imaging Panel, Mil -Grade Controller, WirelessWred Communicators, Accessories, and SmartRayVision EOD Sollware packed in a niggetlized shipping case. Includes 2-year system warranty and 1-year clattery warranty 3 BATTERYI Battery for ary of the SRV panels 1 BACKPACK Portable Go Bag Non Warranty R epair for the DR Imager in SRY-10 3. Note: The panel will resume the origina12 yearwarranty f rum when it was first purchased ( through D e c2MU. The repaired parts will have a six month warranty. Shar➢Logi)x, L LCw11) provide a loaner panel prior to and during the repair time. Sales r`$rmartrayvls Ions om SnarpLoglxx, LLC 34D North 11 1H Scree.SS ",5 Green Bay, wl54�3 S77-630-C66 GTnm M93 1 of 2 2" Amendment - CSC 54179 - SharpLogixx LLC. Page 4 of 16 SmartRa vision° Always in the Clem Notes: Berry Compliance = Yes All components are Country of Origin = USA Lead time =6-12Weeks Terms= Net30 Shipping CONUS only Purchase orders should be sent to: SharpLogm,LLC Aitn: Robin Praff rpfaff@sharplcgixxcom 340 North Broadway, Suite 355 Green Bay, W154303 s al es(gs in artray visIonxom Quote #QTOQ10883 6{19,`2021 Prepared by 5harpLogm,LLC SharpLoglxx, LLC 340 North �Ir,adw St I t, Sult 355 Green Bay,054303 877-638--18m QTOot 0883 2 of 2"d Amendment — CSC 54179 — SharpLogixx LLC. Page 5 of 16 EXHIBIT B Price Schedule -3 SmartRayVisiorr _ J A1,.an —h1 C,.., For James Horton, PhD Fort Worth Fire Arson/Bomb Squad 715 Texas St Fort Worth TX 76102 817.392-6229 James. Horton@fortwc rlhtexas,gov Quote #QT0010883 8/ 19/2021 Prepared by SharpLogixx, LLC Expires: 9/3012 021 If you have questions regarding this quotation, contact; Joel Riling I VP, Government Programs 1 (517) 845-3463 1 joel.rilinclOsmartravvis ion .co Thank you for your business! 1 P1417V3X SRV X1417plete Portable X-Ray 563,975.00 $63,975.00 System including 14"x17" HD Narrow Margin DR Imager, Mil -Grade Controller, Advanced Long Range Wireless Communications, Wired Communications, Accessories, and S martRayl/ision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty 1 BA7TERY1 Battery for any of the SRV panels, 1-year warranty $450.00 $450.00 1 BACKPACK Portable Go Bag Backpack $225.00 $225.00 1 P1012V2X SRV X10120) Extreme 2x' Complete Portable X-Ray S44 950.00 $44,950.00 System including 10"x12' HD Imaging Panel, Mil -Grade Controller, Wireless/Wired Communications, Accessores, and SmarlRaKision EOD Software packed in a ruggedzed shipping case. Includes 2-year system warranty and 1-year batterywarranty 3 BATTERY1Battery for any ofthe SRVpanels BACKPACK 5450.00 $1,350.00 1 Portable Go Bag $225.00 S225.00 Non Warranty Repair for the DR Imager in SRV- 90513. Note: The panel wilt resume the original year warranty from when it was first purchased ( through Dec 2020). The repaired par#s will have a six month warranty. SharpLogixx. LLC will provide a loaner panel prior to and $9, 400.00 $9,400.00 Subtotal $120.575.00 U S. Ground Shipping Inofuded sa les gismartrayv is ion.com SharpLogixx, LLC 340 North Broadway Street, Suite 355 Green Bay, WI 54303 877-638.3868 11111101111111111 0T001aBB3 1 of 2 Zaa Amendment — CSC 54179 — SharpLogixx LLC. Page 6 Of 16 EXHIBIT E FoRTWORTH � CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM This form must be provided when reauestina to make a purchase over S50.000 without following public biddina reauirements. Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided and determine whether using an exemption to Chapter 252's biding requirements would be defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Fire Department Name of Contract Manager: _James Horton Department's Attorney: Christopher Austria Item or Service sought: Smart Ray Vision Digital XRay System Vendor: _Sharplogixx LLC Current Agreement for item/service: Yes No X CSC #: This compact x-ray source and processing system will improve the bomb squad's capability to obtain high quality digital x-ray images of suspected improvised explosive/WMD dispersal devices in a wide range of situations. Additionally, the system will allow the Bomb Squad to more effectively conduct forensic examination of destructive devices, as well as evidence from scenes including: 1. Screen cargo, conveyances, mail, baggage, and people using information -based and physical screening technology and processes. 2. Conduct operations to render safe and dispose ofCBRNE hazards in multiple locations and in all environments, consistent with established protocols. 3. Conduct tactical counterterrorism operations in multiple locations and in all environments, consistent with establishedprotocols. 4. Prioritize physical evidence collection and analysis to assist in preventing initial or follow- on terrorist acts. Page i of 4 Section 2: Exemption Justification 2"d Amendment — CSC 54179 — SharpLogixx LLC. Page 7 of 16 Please indicate which exemption you believe anDlics to the purchase and provide information to sunDort its aDDlicability. Please refer to the Exemntion Primer for detailed information about common exemptions. a procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality; a procurement necessary to preserve or protect the public health or safety of the municipality's residents; a procurement necessary because of unforeseen damage to public machinery, equipment, or other property; a procurement for personal, professional, or planning services; 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; _,a procurement of items that are available from only one source, including: a purchase of rare books, papers, and other library materials for a public library; _paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; a public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; a payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; personal property sold: (A) at an auction by a state licensed auctioneer; (B) at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; (C) by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or (D) under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; services performed by blind or severely disabled persons; goods purchased by a municipality for subsequent retail sale by the municipality; _electricity; or _advertising, other than legal notices. Please provide details and farts to explain why you believe the, exemption applies to the purchase. You may also attach documentation to this form, The digital xray system will be used by members of the bomb squad to gray hazardous devices, which pose a public threat, at public and mass gathering events. The unit currently possesses two of these digital xray systems and will use this system to operate additional teams at incidents Page 2 of 4 2"d Amendment — CSC 54179 — SharpLogixx LLC. Page 8 of 16 and events. This xray is compatible with the systems already owned by the bomb squad. The units must be compatible because it is a proprietary system. Components and connections from different manufacturers will not work together. Fire reviewed the market and found that there were no other xray systems that are compatible with our current system. Additionally, no other system offers remote imaging, which is necessary for the work the unit is being purchased to perform. Section 3: Attornev 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? Yes or No Was there anything not included on this form or attached hereto that was relied on in making this determination? Yes or No J If yes, please explain: Emails ith FWFD and staff, Vendor Sole Source Letter APPROVED: Taylor Paris Assistant City Attorney Page 3 of 4 2"d Amendment — CSC 54179 — SharpLogixx LLC. Page 9 of 16 FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire Iona with detailed information_ Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Requesting Department: Name of Contract Manager: Department's Attomey: Item or Service sought: Section l: Genetml Infotnnation HRI 1)1 PT. Jams Horton CHRISTOPHER AUSTRIA Goods: f Service: z Anticipated Amount: $46,500.00 Vendor: f Sharn loeixxl Current/Prior Agreement for iteni/service: Yes ❑ CSC or Purchase Order 4: f N/Al Amount: $46,500.00 Projected M&C Date: 9/9/2021 • /L How will this item or service be used? This system is specifically for use at special events when on foot, and can be contained in a backpack. This compact x-rav source and processing system will improve the bomb sauad's capability to obtain high oualitv digital x-rav images of suspected improvised explosive/WMD dispersal devices in a wide range of situations. Additionallv. the system will allow the Bomb Souad to more effectively conduct forensic examination of destructive devices, as well as evidence from scenes including: 1. Screen cargo. conveyances. mail. baggage. and peovlc using information -based and phvsleal screening technoloev and processes.and events. This xrav system is conmatible with Page 1 of 2"d Amendment — CSC 54179 — SharpLogixx LLC. Page 10 of 16 the systems alreadv owned by the bomb squad. This digital xrav system is a proprietary technoloev and only available from a single source. . 2. Conduct operations to render safe and dispose of CBRNE hazards in multiple locations and in all environments, consistent with established protocols. 3. Conduct tactical counterterrorism operations in multiple locations and in all environments, consistent with established protocols. 4. Prioritize physical evidence collection and analvsis to assist in preventing initial or follow-on terrorist acts. Section 2; Claimed Exenwtion and Justification (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 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 property; 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; Q A purchase of land or a right-of-way; Q Paving drainage, street widening and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that 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 construction of a public improvement as provided by Subchapter C, Chapter 212; 0 Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; Page 2 of 7 2°d Amendment — CSC 54179 — SharpLogixx LLC. Page 11 of 16 • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an mterlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; [:[Services performed by blind or severely disabled persons; a Goods purchased by a municipality for subsequent retail sale by the municipality, a Electricity; or a 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[INSERT DETAILED EXPLANATION AS TO HOW/WHY CLAIIVMD EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sole-Sour-ce Exemption and Justification NOTE -For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support as applicability. Please refer to the Exemption Primer for detailed information about conanon exemptions *A procurement of item that are available from only one source, including: • item that are available from only one source because ofpatents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only frown the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a music ipa l museum, park, zoo, or other facaity to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Page 3 of 7 2"d Amendment — CSC 54179 — SharpLogixx LLC. Page 12 of 16 The xrav system is conivn'sed of an xrav panel wifi station and controller tablet. For a remote xrav to be taken, all parts of the system must communicate with each other. Because we already own other SmartRay , Sharplogixx components, the parts are compatible with one another and communicate across the system Sbatploaixx maintains all copyright privileges for their products and these products must be purchased directly from the company. There is one other digital xrav system on the market which was reviewed by the team The other system is comparable, but not compatible, with the technologv currently used by the bomb squad. The other system is comparable, in that A takes digital xrays, but the software and hardware are not compatible and carmot corimmicate with the xrav systems alreadv owned by the bomb squad. Adding a second, different system, would potentially increase the danger to bomb technicians as they must be able to operate Multiple variable systems while exposed to a potential explosive device. As a matter of precaution, bomb technicians attempt to limit the time they mast be down range and exposed to the hazardous device while setting up equipment. Using one vendor streamlines our tactics and techniques. Furthermore, purchasing a different system would result in additional expenditures and incompatible equipment. The current purchase does not preclude us from ebanging systems in the future, however, this purchase offers interoperability with equipment already possessed by the bomb squad. Personnel will be more effective and efficient in dealing with improvised explosive devices and other hazardous devices when there is cross compatibility amongst systems. Having multiple types of equipment and software would only increase the margin of error An important element for bomb technicians is to limit the amount of time spent downrange near a hazardous device. It is counterintuitive for team members to use multiple, different pieces of equipment. Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. [SHOW YOUR RESEARCHIWORK THAT LEAD TO YOUR CONCLUSION] Did you attach a sole source justification letter? ® Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). The unit is corripatible with the systems already owned by the bomb squad. The units must be compatible because it is a proprietary system and the hardware and software components must commumicate. Fire reviewed the market and found that there were no other xrav systems that are compatible with our current system Additionally, no other system offer remote imagining, which is necessary for the work the unit is being purchascd to perform Section 4: Attornev 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? 11 Yes Q No_ Page 4 of 7 Zaa Amendment — CSC 54179 — SharpLogixx LLC. Page 13 of 16 Was there anything attached to this form that was relied on in making this determirution? Yes Q No. If yes, please explain:Vendor sole source letter. Was there anything not included on this form or attached hereto that was relied on in nuking this detemauution? Q Yes Z[No. If yes, please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION] Will the standard terms and conditions apply? [K Yes Q No. Will the contract require special terms? Will the contract require review by the department attorney? Approved By: Ta or Paris C Jessika Williams Assistant City Attomcy Q Yes M No. a Yes a No. Date: 8.30.21 Page 5 of 7 2°d Amendment — CSC 54179 — SharpLogixx LLC. Page 14 of 16 EXEMPTION FORM PRIMER Below are explanations and examples of cornnon exemptions that could apply to City purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney or the appropriate purchasing attorney. 1. A procurement necessary to preserve or protect the public health or safety of the municipality's residents; Examples of activities that have been found to fall within this exception include ambulance services; solid waste collection and disposal; and first -responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. 2. A procurement necessary because of unforeseen damage to public machinery, equipment, or other property, Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old, worn out roofs or windows would not meet this exception. 3. A procurement for personal, professional, or planning services; Personal services are ones that are unique to the individual providing them Therefore personal services contract cannot generally be subcontracted or assigned. Professional services are not defined under Chapter 252, so there is no precise definition to follow. There is no universal definition of this term, however, "several cases suggest that it... is `predominately mental or intellectual, rather than physical or manual"' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160 S.W. 2d 102 (Tex. Civ. App. Eastland 1942, no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods arc not professional services. 4. A procurement of items that are available from only one source. This exemption is commonly referred to as the sole source exemption. In determining whether a purchase is of a good or service that is available from one source, you should not consider price or time to receive the good or service. A sole source does not exist solely on the basis of personal or departmental preference or a desire to keep all units the same brand or make. The information needed to support this cxemption is that no other provider Page 6 of 7 2"d Amendment — CSC 54179 — SharpLogixx LLC. Page 15 of 16 can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty; purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 7 of 7 2" Amendment — CSC 54179 — SharpLogixx LLC. Page 16 of 16 M&C Review Page 1 of 2 CITY COUNCIL AGENDA slit I �§Fle-920116I 1601 Q REFERENCE NO.. 10:20 **M&C 21- 0861 we] 6yNI►11 FORTIV0RT11 LOG NAME: 36AMENDMENT 2 SHARPLOGIXX PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of Amendment No. 2 to City Secretary Contract 54179 to Increase the Annual Amount by $123,230.00 for a New Annual Amount of $200,000.00 and Add Contract Items for Original Equipment Manufacturer, SharpLogixx, for Equipment, Replacement Parts, and Maintenance Under the Sole Source Agreement with SharpLogixx, LLC for the Fire Department RECOMMENDATION: It is recommended that the City Council authorize execution of Amendment No. 2 to City Secretary 54179 to increase the annual amount by $123,230.00 for a new annual amount of $200,000.00 and add to the eligible purchase items for original equipment manufacturer, SharpLogixx, for equipment, replacement parts, and maintenance under the sole source agreement with SharpLogixx, LLC for the Fire Department. DISCUSSION: In July 2020, the City Manager's Office authorized a sole source agreement with SharpLogixx, LLC for an annual amount up to $63,975.00 for original equipment manufacturer (OEM), SharpLogixx, for equipment, replacement parts, and maintenance on x-ray equipment to support the Fire Department Arson Bomb Team. This agreement was renewed, amended to include non -warranty repairs, and the annual amount increased by twenty percent in March through the execution of Amendment No. 1. In 2021, the Fire Department determined that additional funding is needed due to the need for additional x-ray units and increases in the number of parts and services needed. An increase to the agreement will continue the Fire Department's ability to preserve and protect the public health and/or safety of the City of Fort Worth's residents. Staff recommends amending the sole source agreement to add an additional $123,230.00 for the Fire Department for a new annual amount of $200,000.00. SharpLogixx, LLC is the documented sole source for OEM, SharpLogixx, for equipment, replacement parts, and maintenance. M/WBE OFFICE - SharpLogixx, LLC is the documented sole source vendor for these supplies, replacement parts and maintenance. A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the Business Equity Division, in accordance with the BDE Ordinance, because the MBE/SBE is based on the sole -source information provided to the Business Equity Division by the managing Department's project manager. This project is located in ALL COUNCIL DISTRICTS. ah'191A01L11;101NLyi Fit 1[0]L1 Flo] Ell :49la[9f_l1[0]L1A The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Grants Operating Federal Fund for the 2020 HSGP LETPA project to support the approval of the above recommendation and execution of the amendment to the contract. Prior to any expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. http://apps. cfwnet. org/council_packet/mc_review. asp?ID=29409&councildate=11 /9/2021 11/ 15/2021 M&C Review Page 2 of 2 TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (ChartField 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (ChartField 2) Submitted for Citv Manager's Office by Oriainatina Department Head: Additional Information Contact: /_TAiEN:I►yiIAL111 K Valerie Washington (6199) Jim Davis (6801) Mark Rauscher (6803) http://apps. cfwnet. org/council_packet/mc_review. asp?ID=29409&councildate=11 /9/2021 11/ 15/2021 CSC No. 54179 CSC No. 54179-R2 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE July 13, 2022 SharvLoaixx, LLC. Attn: Robin Pfaff, President 340 North Broadway, Ste 335 Green Bay, WI 543030 Re: Contract Renewal Notice Contract No. CSC No. 54179-R2 (the "Contract") Renewal Term No. 2 : July 22, 2022 to July 21, 2023 The above referenced Contract with the City of Fort Worth expires on July 21, 2022 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at htto://fortworthtexas.eov/purchasing to insure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, Brenda Ray Sr. Contract Compliance Specialist Brenda. ravna, fortworthtexas. eov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Pagel of 3 CSC No. 54179 ACCEPTED AND AGREED: CITY OF FORT WORTH B,1V . Valerie Wash ineton Ju122,202215:23CDT) Name: Valerie Washington Title: Assistant City Manager Date: Jul 22, 2022 APPROVAL RECOMMENDED: By: Jim Davis Title: Fire Chief J s Davis (�16, 202218:23 EDT) ATTEST: By j Pffp S Gnodall Oul 23, 202�: DT'l�Li�`� _ Name: Jannette Goodall Title: Citv Secretary Contract Renewal F°FO 0 � �� vo 0.4 o= � °°�000000000 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 reporting requirements. By: Mark Rauscher(Jul 16,202217:04CDT) Name: Mark Rauscher Title: Assistant Fire Director APPROVED LEGALITY: By: AS TO FORM AND Name: Paris, Taylor Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: Date Approved: M&C: CONTRACT AUTHORIZATION: M&C: 24089- 03- 2020 ( March 19, 2020) and 24161- 04- 2020 (April7, 2020) (Form 1295 Certification No.: 2020- 642543 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 54179 SharvLoQixx, LLC By: Name: Robin Pfaff Title: President OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 3 of 3 CSC No. 54179-A1 CITY OF FORT WO TH CSC No. 54179-R1 CONTRACT RENEWAL NOTICE June 14, 2021 SharnLo2ixx. LLC. Attn: Robin Pfaff, President 340 North Broadwav, Ste 335 Green Bav, WI 543030 Re: Contract Renewal Notice Contract No. CSC No. 54179-A1 (the "Contract' Renewal Term No. 1: July 22, 2021 to Julv 21, 2022 The above referenced Contract with the City of Fort Worth expires on July 21, 2021 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.Qov/purchasing to insure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, Brenda Rav Sr. Contract Compliance Specialist Brenda.ray afortworthtexas.izov OFFICIAL RECORD Contract Renewal CITY SECRETARY FT. WORTH, TX CSC No. 54179-A1 ACCEPTED AND AGREED: CITY OF FORT WORTH Valerie Washington (Jun 15, 202114:5sCO) By: Name: Valerie Washinxton Title: Assistant Citv Manager Date: Jun 15, 2021 APPROVAL RECOMMENDED: By: Jim Davis Title: Fire Chief J s Davis 15, 202108:34 CDT) ATTEST: A NO Name: Mary Kayser Title: Citv Secretary Contract Renewal 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 reporting requirements. By: Mark Rauscher (Jun 14, 202122:06 CDT) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: Chrisfonher �usfriu By: Christopher Austria (Jun 15, 202114:09 CDT) Name: Christopher Austria Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: Date Approved: M&C: CONTRACT AUTHORIZATION: M&C: 24089- 03- 2020 ( March 19, 2020) and 24161- 04- 2020 (Apri17, 2020) (Form 1295 Certification No.: 2020- 642543 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 54179-A1 SharvLop-ixx, LLC By:�- Name: Robin Pfaff Title: President OFFICIAL RECORD Contract Renewal CITY SECRETARY FT. WORTH, TX CSC No. 54179-A1 FIRST (1) AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 54179 BETWEEN CITY OF FORT WORTH AND SHARPLOGIXX This First (1) Amendment to Fort Worth City Secretary Contract No.54179 ("First (1) Amendment') is made between the City of Fort Worth ("Fort Worth"), a municipal corporation and SharpLogixx LLC. ("Vendor"). WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 54179 beginning July 22, 2020 (the "Agreement'); and ends July 21, 2021. WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement to cover any non -warranty repairs. WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement to increase the amount of the contract by 20%, to reflect the costs of the non -warranty, repairs from $63,975.00 to $76,770.00. NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: 1. Paragraph 3 of the Agreement, titled Compensation, shall be deleted in its entirety and replaced with the following language: 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions ofthis Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement for Initial Term shall not exceed the amount of Seventy -Six Thousand, Seventy -Seven Hundred Dollars and Zero Cents ($76,770.00), and the City makes no promise or guarantee of the total amount of work that will assigned to vendor under this Agreement. Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 2. The Agreement is further amended by replacing Exhibit A of the Agreement with the Exhibit A attached to this First Amendment. 3. The Agreement is hereby further amended by replacing Exhibit B of the Agreement with the Exhibit B attached to this First Amendment. 4. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 54179 - - -- - [Signature Page Follows] Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth VA'6w e- YVad�frrty By: Valerie Washington(M a r31,2 109:27 CDT) Name: Valerie Washington Title: Assistant City Manager Date: M a r 31, 2021 Approval Recommended: By: J s Davis 12, 2021 10:09 CST) Name: James Davis Title: Fire Chief Attest: By Name: Mary Kayser Title: City Secretary VENDOR: SharpLogixx, LLC 340 North Broadway, Ste 335 Green Bay, WI 543030 By: Name: Robin Pfaff Title: President Date: 2/11/2021 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 reporting requirements. By: Mark Rauscher (Feb 12, 2021 09:19 CST) Name: Mark Rauscher Title: Assistant Fire Director Approved as to Form and Legality: 2Lht l Alllrtlia By ChristopherA stria (Feb 15, 202117:53 CST) Name: Christopher Austria Title: Assistant City Attorney Contract Authorization: M&C: 24089-03-2020 (March 19, 2020) and 24161-04-2020 (April 7, 2020) 1295:2020-642543 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 54179 t , o _ _ _ „ . Quantity Part 0 Item 1 P1417V3X SRV X14170 Extreme 3x: Complete Portable X-Ray System including 14"x1T' HD Narrow Margin DR Imager, Mil -Grade Controller, Advanced Long Range Wireless Communications, Wired Communications, Accessories, and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty Notes: Berry Compliance = Yes All Components are Country of Origin = USA Lead time = 8-12 weeks Terms = Net30 Shipping included CONUS only Purchase Order should be sent First Amendment to Fort Worth City Secretary Contract No. 54179 Page 3 of 6 EXHIBIT A SCOPE OF WORK Non Warranty Repair for the DR Imager in SRV-10513. Note: The panel will resume the original 2 year warranty from when it was first purchased (through Dec 2020). The repaired parts will have a six month warranty. SharpLogixx, LLC will provide a loaner panel prior to and during the repair time. Purchase orders should be sent to: SharpLogixx, LLC Attn: Robin Pfaff rpfaff@sharplogixx.com 340 North Broadway, Suite 355 Green Bay, WI 54303 First Amendment to Fort Worth City Secretary Contract No. 54179 Page 4 of 6 EXHIBIT B PRICE SCHEDULE SmartRayVisiorf Always ,n the Gear For Expires: 6/30/2020 E. J. Fishman Fire Operation Administration 505 W. Felix Street Fort Worth TX 76115 (817) 392- 6850 Edward_ Fishman@FortWorthTexas.gov Quotc ;QT0010473 5/6l2020 Prepared by S6arpLogixr, LLC If you have questions regarding this quotation, contact: Joel Riling i VP, Government Programs i (817) 845-34663 i ioel.ritinq(a)smartravvision_com Thank you for your business! Quantity Part Item 1 P1417V3X SRV X14170 Extreme 3x Complete Portable X-Ray $63,975.00 $63,975.00 System including 14'x17" HD Narrow Margin OR Imager, Mil -Grade Controller, Advanced Long Range Wireless Communications, Wired Communications, Accessories, and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty Subtotal $63,975.00 U.S. Ground Shipping Included otal $63.975 00 Notes: Berry Compliance = Yes All Components are Country of Origin = USA Lead time = 8-12 weeks Terms = Net30 Shipping included CONUS only Purchase Order should be sent to: SharpLogbor, LLC Attn: Robin Pfaff rprfaff@sharplogixx.co m 340 North Broadway, Suite 355 Green Bay, WI 5430 First Amendment to Fort Worth City Secretary Contract No. 54179 Page 5 of 6 `—� SmartRa`JVision" Always in the Clear For E. J. Fishman Fire Fort Worth Arson/Bomb Squad 715 Texas St Fort Worth TX 76102 (817)392-6850 Edward. Fishman@FortWorthTexas.gov Notes; Quote #QT0010628 11/3/2020 Prepared by SharpLogixx, LLC Expires: 12/28/2020 If you have questions regarding this quotation, contact: Joel Riling I VP, Government Programs I (817) 845-3463 I ioel.rilinuesmartravvision.com Thank you for your business! Non Warranty Repair for the DR Imager in SRV-10513. $9,400.00 $9,400.00 Note: The panel will resume the original 2 year warranty from when it was first purchased (through Dec 2020). The repaired parts will have a six month warranty. SharpLogixx, LLC will provide a loaner panel prior to and during the repair time. Purchase orders should be sent to: SharpLogixx LLC Attn: Robin Pfaff rpfaff@sharplogixx.com 340 North Broadway, Suite 355 Green Bay, WI 54303 sales@smartrayvision.com Subtotal $9,400.00 U.S. Ground Shipping Included SharpLogixx. LLC 340 North Broadway Street, Suite 355 Green Bay. WI 54303 877-638-3868 1111111111111111111111111 OT0010628 1 of 1 First Amendment to Fort Worth City Secretary Contract No. 54179 Page 6 of 6 1' RECEIVED FORTWORTH, JUL 2 3 2020 CITY OF FORT WORTH CITY SECRETARY City Secretary Contract No. VENDOR SERVICES AGREEMENT 54179 SharpLogixx, LLC This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and SharpLogixx, LLC ("Vendor"), each individually referred to as a "parry" 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; 3. Exhibit B — Price Schedule; 4. Exhibit C — Verification of Signature Authority; 5. Exhibit D- Seller's Sole Source Justification Letter; and 6. Exhibit E- Sole Source Procurement Justification Exhibits A, B, C, D, E which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. one of Services. Vendor shall supply City with a P1417V3X SRV X14174D Extreme 3x: Complete Portable X-RaySystem including 14"xl7" HD Narrow Margin DR Imager, Mil -Grade Controller, Advanced Long Range Wireless Communications, Wired Communications, Accessories, and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty. Exhibit "A" - Scope of Services more specifically describes the Services to be provided hereunder. 1. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire a year after ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to (2) Two-year renewal options, at City's sole discretion. 2. 3. ComDensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions ofthis Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement for Initial Term shall not exceed the amount of Sixty three Thousand and Nine Hundred and Seventy Five Dollars and zero cents ($63,975.00), and the City makes no promise or guarantee of the total amount of work that will assigned to vendor under this Agreement. Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vendor Services Agreement — Sharp Logixx, LLC UH-ICIAL RECORD CITY SECRETARY "gWO lTH, TX City Secretary Contract No. 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-auujLuuiiLation 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 shall 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 ObliL-ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall 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 shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 1 i -rri,ei� 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 inwriting. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall 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 shall promptly notify Seller. It will be the responsibility of Seller 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 shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. Vendor Services Agreement — Sharp Logixx, LLC Page 2 of 9 City Secretary Contract No. 6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, 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 shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. T`draendent Contractor. It is expressly understood and agreed that Vendor shall 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 shall 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 subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitledto any employment benefits from City. Vendor shall 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 or subVendor. 8. Liabilily andIndemnification. 8.1 LIAHIZ. TY- VENDOR SHALL BE LJABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY BIND 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 OREMPLOYEES. 8.2 GEAEBAT. I WE1 ME CATION - 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 (INCLUDINGALLEGED 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 17V CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OREMPL0YEES. 8,3 TNTF.T.T.F.CTIT4T. PROPERTY EV EMAY ICATION — 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 Vendor Services Agreement — Sharp Logixx, LLC Page 3 of 9 City Secretary ContractNo. 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 shall 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 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 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 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, Vendor shall 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 shall 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 shall, 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 underlaw. 9.1 Assinment. Vendor shall 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 shall 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 and Assignee shall be jointly 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, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall 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 work pursuant to this Agreement: 10.1 Coverace and Limits Vendor Services Agreement — Sharp Logixx, LLC Page 4 of 9 City Secretary ContractNo. (a) Commercial GeneralLiability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limitbasis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall 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 work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; eachemployee $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 shall 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 shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor ofCity. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shallbe Vendor Services Agreement — Sharp Logixx, LLC Page 5 of 9 City Secretary ContractNo. acceptable in the event of non-payment of premium. Notice shall 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 isrequired. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. CoMRLiance with Laws, Ordinances Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall 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 shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCHCLAIM. 13. Notices Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Valerie Washington. Assistant City Manager 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: SharoLo6xx. LLC Attn: Robin Pfaff mfaff(a.shamlogixx.co In 340 North Broadway. Suite 355 Green Bay. WI 54303 Firesales(a-)howeandho we.com Facsimile: Vendor Services Agreement — Sharp Logixx, LLC Page 6 of 9 City Secretary Contract No. 14. SoRcitation of Employees. Neither City nor Vendor shall, 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 shall 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 shall 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. Governing Taw / Venue. This Agreement shall 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 shall 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 shall not in any way be affected or impaired. 19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Heading not controWng. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of thisAgreement. 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 shall 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 shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of eachparty. 23. FEw ire_ly of Agreement. This Agreement, including Exhibits A, B and C, 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. Vendor Services Agreement — Page 7 of 10 City Secretary Contract No. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Warranty of Product. Vendor shall not limit or exclude any express or implied warranties and any attempt to do so shall render this agreement voidable at the option of the City. 27. Immigration Nationality Aft. Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision byVendor. 28. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patents, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall 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 shall 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 ofCity. 29. Signature Authority. The person signing this Agreement hereby warrants that he/she has 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 whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Vendor Services Agreement — Page 8 of 10 City Secretary Contract No. 30. Change in Company Name or OwneubjR. Vendor shall 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 invoicepayments. 31. 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 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, 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 contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement — Sharp Logixx, LLC Page 9 of 10 ACCEPTED AND AGREED: CITY OF FORT WORTH: 44j By: Valerie Washington (Jul 22, 202010:49 CDT) Name: Valerie Washington Title: Assistant CityManager Date: J U l 22, 2020 APPROVAL RECOMMENDED: ATTEST: Name: Mary J. Kayser Title: City Secretary VENDOR: 145WA-�' X- By; Robin A. Pfaff (Jul 16, 2020 NameRobin A. Pfaff Title: President/COO Date: j,�� Vendor Services Agreement — Sharp Logixx, LLC CONTRACT COMPLUNCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By James WHorton (Jul 17,2020 11:49 CDT) Name: James Horton Title: Fire Lieutenant APPROVED AS TO FORM AND LEGALITY: Cdj- i o,�hg ,ka2-za By: Christopher A stria (Jul 21, 202011:05 CDT) Name: Christopher Austria Title: Assistant CityAttomey CONTRACT AUTHORIZATION: M&C: 24089-03-2020 (March 19, 2020) and 24161-04-2020 (April 7, 2020) 1295: 2020-642543 ATTEST: By: Name: Title: F FICIAL RECORDITY SECRETARY MgW60Tki, TX P1417V3X SRV X14170 Extreme 3x: Complete Portable X-Ray System including 14"x17" HD Narrow Margin DR Imager, Mil -Grade Controller, Advanced Long Range Wireless Communications, Wired Communications, Accessories, and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty Notes: Berry Compliance = Yes All Components are Country of Origin = USA Lead time = 8-12 weeks Terms = Net30 Shipping included CONUS only Purchase Order should be sent EXHIBIT B PRICE SCHEDULE _JSmartRayVision' ,J Always in the Clear For Expires: 6/30/2020 E. J. Fishman Fire Operation Administration 505 W. Felix Street Fort Worth TX 76115 (817) 392- 6850 Edward.Fishman@FortWorthTexas.gov Quote #QT0010473 5/6/2020 Prepared by SharpLogixx, LLC If you have questions regarding this quotation, contact: Joel Riling i VP, Government Programs i (817) 845-3463 1 ioel.rilinciOsmartravvision.com Thank you for your business! P1417V3X SRV X14170 Extreme 3x: Complete Portable X-Ray $63,975.00 $63,975.00 System including 14"x17" HD Narrow Margin DR Imager, Mil -Grade Controller, Advanced Long Range Wireless Communications, Wired Communications, Accessories, and SmartRayVision EOD Software packed in a custom ruggedized shipping case. Includes 2-year system warranty and 1-year battery warranty Subtotal $63,975.00 U.S. Ground Shipping Included otal $63,975.00 Notes: Berry Compliance = Yes All Components are Country of Origin = USA Lead time = 8-12 weeks Terms = Net30 Shipping included CONUS only Purchase Order should be sent to: SharpLogixx, LLC Attn: Robin Pfaff rpfaff@sharplogixx.co m 340 North Broadway, Suite 355 Green Bay, WI 5430 VERIFICATION OF SIGNATURE AUTHORITY ADDRESS 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: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: "�/� X. A Robin APfaff (Jul 16,2020V CPV Signature of President / CEO Other Title: President / COO Date: Jul 16, 2020 Exhibit D Seller's Sole Source Justification Letter `_"JSmartRayVision' January 1, 2019 To whom it may concern: This letter has been written to confirm that SmartRayVision X-Ray system is a sole source product. The hardware kit and application software is sold and distributed exclusively by SharpLogixx, LLC. SharpLogixx, LLC maintains all copyright privileges for their products and these products must be purchased directly from the company. SharpLogixx, LLC warrants that no other items or products are available for purchase that would serve the same purpose or function and there is only one price for the above -named product. If you desire additional information, please contact me at 817-845-3463, or by e-mail, ioehilina(a,smartravvision.com. Sincerely, Joel E. Riling CDR USN Ret. VP Government Programs Cell: 817 845-3463 i oel.rilin a(a) smartravvision. com 340 North Broadway St., Suite 355 Green Bay, WI 54303 877-638-3868 FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM This form must be provided when requesting to make a purchase over $50,000 without following public bidding requirements. Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided and determine whether using an exemption to Chapter 252's biding requirements would be defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Fire Department Name of Contract Manager: _James Horton Department's Attorney: Christopher Austria Item or Service sought: Smart Ray Vision Digital XRay System Vendor: _Sharplogixx LLC Current Agreement for item/service: Yes No X CSC #: This compact x-ray source and processing system will improve the bomb squad's capability to obtain high quality digital x-ray images of suspected improvised explosive/WMD dispersal devices in a wide range of situations. Additionally, the system will allow the Bomb Squad to more effectively conduct forensic examination of destructive devices, as well as evidence from scenes including: 1. Screen cargo, conveyances, mail, baggage, and people using information -based and physical screening technology and processes. 2. Conduct operations to render safe and dispose of CBRNE hazards in multiple locations and in all environments, consistent with established protocols. 3. Conduct tactical counterterrorism operations in multiple locations and in all environments, consistent with establishedprotocols. 4. Prioritize physical evidence collection and analysis to assist in preventing initial or follow- on terrorist acts. Section 2: Exemption Justification Page 1 of 4 Please indicate which exemption you believe applies to the purchase and provide information to support its anplicability. Please refer to the Exemption Primer for detailed information about common exemptions. a procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality; a procurement necessary to preserve or protect the public health or safety of the municipality's residents; a procurement necessary because of unforeseen damage to public machinery, equipment, or other property; a procurement for personal, professional, or planning services; 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; _,a procurement of items that are available from only one source, including: a purchase of rare books, papers, and other library materials for a public library; _paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; a public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; a payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; personal property sold: (A) at an auction by a state licensed auctioneer; (B) at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; (C) by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or (D) under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; services performed by blind or severely disabled persons; goods purchased by a municipality for subsequent retail sale by the municipality; electricity; or advertising, other than legal notices. Please provide details and facts to explain wbv you believe the exemption applies to the purchase. Yon may also attach documentation to this form. The digital xray system will be used by members of the bomb squad to xray hazardous devices, which pose a public threat, at public and mass gathering events. The unit currently possesses two of these digital xray systems and will use this system to operate additional teams at incidents Page 2 of 4 and events. This xray is compatible with the systems already owned by the bomb squad. The units must be compatible because it is a proprietary system. Components and connections from different manufacturers will not work together. Fire reviewed the market and found that there were no other xray systems that are compatible with our current system. Additionally, no other system offers remote imaging, which is necessary for the work the unit is being purchased to perform. Section 3: Attornev 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? Yes or No Was there anything not included on this form or attached hereto that was relied on in making this determination? Yes or No If yes, please explain: Emails ith FWFD and staff, Vendor Sole Source Letter APPROVED: Taylor Paris Assistant City Attorney Page 3 of 4 14 NO I W I O ► 61 A' -UV -I U .j 18111.7 Below are explanations and examples of common exemption that apply to municipal purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney. 1. A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality. This is generally used in cases of public emergency. 2. A procurement necessary to preserve or protect the public health or safety of the municipality's residents. This is a factual determination that will be used when the purchase directly impacts public health and safety. Please note, this is generally a very narrow exception. 3. A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. Damage or immediately foreseeable damage that is caused by an unexpected event. This will generally be used when a natural disaster or unforeseen failure occurs that impacts other property. 4. A procurement for personal, professional, or planning services; Professional services are not defined under Chapter 252, so there is no precise definition to follow. However, the Texas Attorney General has suggested that a professional service comprehends labor and skill that is `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. )M-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that `professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods are not professional services. 5. A procurement of items that are available from only one source. This exemption is commonly referred to as the sole source exemption. In determining whether a purchase is of a good or service that is available from one source, you should not consider price or time to receive the good or service. The information needed to support this exemption, is that no other provider can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty; purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 4 of 4