HomeMy WebLinkAboutContract 59657CSC No. 59657
RP9
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Vendor Agreement ("Agreement") is entered into by and between
the duly -authorized representatives of Gaumard Scientific Company, Inc. ("Vendor") and the
City of Fort Worth, ("Buyer"), a Texas home -rule municipal corporation, each individually
referred to as "party" and collectively as "parties."
The Sole Source Purchase Vendor Agreement includes the following documents which shall be
construed in the order of precedence in which they are listed:
1.
This Sole Source Vendor Purchase Agreement;
2.
Exhibit A
— Terms and Conditions;
3.
Exhibit B —
Vendor's Quote;
4.
Exhibit C —Vendor's
Sole Source Justification Letter;
5.
Exhibit D
— Sole Source Procurement Justification;
6.
Exhibit E —
Conflict of Interest Questionnaire;
7.
Exhibit F —
Vendor Contact Information;
8.
Exhibit G
— Verification of Signature Authority; and
9.
Exhibit H
— Vendor's End User License Agreement
Exhibits A, B, C, D, E, F, G, and H which are attached hereto and incorporated herein, are made
part ofthis agreement for all purposes. In the event of any conflict between the terms and conditions
of Exhibits A, B C, D, E, F, G, or H the terms and conditions of this Agreement, the terms of this
Agreement shall control. Total Compensation for the services provided under this agreement shall
not exceed seventy-five thousand and no/100 dollars ($75,000.00).
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 1 of 33
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples and each
signatory represents and warrants that he or she has the power and authority to execute this Agreement
and bind the respective party.
ACCEPTED AND AGREED:
CITY:
City of Fort Worth
By: V,,
Name: Valerie Washington
Title: Assistant City Manager
Date: J u n 25, 2023
Approval Recommended:
By: s Davis 23, 202312:52 CDT)
Name: JamesDavis
Title: Fire Chief
Attest:
By:
Name: Jannette Goodall
Title: City Secretary
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Name: Peter i .ggert
Title: Senior Vice President
Date: 06/22/2023
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: B1QV
3;Ray(-1- 23, 202312'42 CDT)
Name: Brenda Ray
Title: Contract Compliance Manager Fire
Approved as to Form and Legality:
By:
Name: Andrea Phillips
Title: Assistant City Attorney
Contract Authorization:
M&C: _N/A
1295: N/A
ATTEST:
By:
v
Name: Ivis Mendoza
Title: Senior Manaeer, Corporate Leeal Affairs
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. OFFICIAL RECORD Page 2 of 33
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
CITY OF FORT WORTH. TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
sub -vendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Vendor(s), supplier, or other provider of goods and/or services, its officers,
agents, servants, employees, vendors and sub -vendors who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 TERM
3.1 The term of this Agreement will commence upon date contract is signed by the
Assistant City Manager below ("Effective Date") and shall continue in full force
and effect until Mav 31. 2024, unless terminated earlier in accordance with the
provisions of this Agreement. City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to three (3) one-
year renewal option(s) (each "Renewal Term")
4.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth ("City') may be requested by a
member of the public under the Texas Public Information Act. See TEX. GOWT 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 ("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.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
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)
6.0 ORDERS,
6.1 No employees of the Buyer or its officers, agents, servants, vendors or sub -vendors
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Gaumard Scientific Company, Inc. Page 3 of 33
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.
6.2 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/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
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.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
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.
9.0 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.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
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.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods within seven (7) days after 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.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 4 of 33
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, by email or other means 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.
13.2 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.
13.3 Payment. All payment terms shall be "Net 30 Days" from the receipt of the
invoice, unless otherwise agreed to in writing. Before the 1 st payment is due to
Seller, Seller shall register for direct deposit payments prior to providing goods
and/or services using the forms posted on the City's website".
14.0 PRICE WARRANTY
14.1 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 other
similar customers for the same products and services of the kind and specification
covered by this agreement for the same quantities under conditions and methods of
purchase. In the event Seller materially breaches this warranty, Buyer shall have
the right to cancel this contract without any liability to Seller forbreach 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.
14.2 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 amount thereof.
15.0 PRODUCT WARRANTY
Seller warrants that if a Product proves to be defective in material or workmanship within ninety (90) days from
the date on which title to the Product passes to the Buyer ("Warranty Period"), Seller will, at Seller's option,
repair or replace the Seller product. This limited warranty covers all defects in material and workmanship in the
Seller product, except: Sole Source Purchase Vendor Agreement Gaumard Scientific Company, Inc. Page 6 of 33
(a) Damage resulting from accident, misuse, abuse, neglect, or unintended use of the Seller product; (b) Damage
resulting from failure to properly maintain the Seller product in accordance with Seller product instructions,
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 5 of 33
including failure to properly clean the Seller product; and (c) Damage resulting from a repair or attempted repair
of the Seller product by anyone other than Seller or a Seller representative. Services are warranted to be supplied
in a workman -like manner. Seller does not warrant that use of the Products will be uninterrupted or error -free, or
that the Products will operate with non -Seller authorized third -party products.
THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR
PURPOSE, OR NON -INFRINGEMENT. SUCH LIMITED WARRANTY IS GIVEN
SOLELY TO THE ORIGINAL CUSTOMER AND IS NOT GIVEN TO ANY THIRD
PARTY INCLUDING, WITHOUT LIMITATION, SUBSEQUENT PURCHASERS
OR USERS OF THE PRODUCTS OR CUSTOMERS OF THE CUSTOMER. THIS
WARRANTY IS VOID UPON TRANSFER OF PRODUCT BY CUSTOMER TO ANY
OTHER ENTITY. SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO
CUSTOMER.
16.0 SAFETY WARRANTY
To the extent applicable, Seller warrants for ninety (90) days from delivery of the product
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 during the
Warranty Period, 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 may be made by Buyer will be at Seller's expense. 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
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer a non-exclusive, nontransferable, royalty free license
to use the software as set forth in Seller's End User License, which is attached and
incorporated into this Agreement as Exhibit "H". 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.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 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 individually
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 6 of 33
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 this Agreement as long as the Deliverables are used
in the manner intended by the Seller.
18.2 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 any way connected with providing the services, or the
City's continued use of the Deliverable(s) hereunder when such Deliverables are used in the
manner intended by the Seller.
18.3 SELLER AGREES TO INDEMNIFY, DEFEND, SETTLE, OR PAY, AT ITS OWN COST
AND EXPENSE, INCLUDING THE PAYMENT OF REASONABLE 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 USES THE
DELIVERABLES IN A WAY NOT INTENDED BY THE SELLER. 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. 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, PROVIDED THAT A COURT OF COMPETENT
JURISDICTION FINDS SELLER TO BE AT FAULT FOR SAID INFRINGEMENT, 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)
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 7 of 33
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.
19.0 OWNERSHIP OF WORK PRODUCT
SELLER agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were custom 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 ("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. All of Seller's existing intellectual property rights shall remain
the sole and exclusive intellectual property rights of Seller.
20.0 NETWORK ACCESS
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.
21.0 CANCELLATION
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 materially breaches any of the terms
hereof, including warranties of Seller and fails to cure the breach within a reasonable time
period after receiving written notice of the material breach. Such reasonable time period
shall be no longer than fifteen (15) days. Such right of cancellation is in addition to and
not in lieu of any other remedies, which Buyer may have in law or equity.
22.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in
writing 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.
23.0 ASSIGNMENT / DELEGATION
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
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Gaumard Scientific Company, Inc. Page 8 of 33
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.
24.0 WAIVER
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.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
26.0 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 attachments and exhibits. 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..
27.0 APPLIC.ABI.'F, LAW / VENUE
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.
28.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(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,
vendors and sub- vendors. The doctrine of respondent superior shall not apply as between
Buyer and Seller, its officers. agents, employees. vendors and sub -vendors. Nothing herein
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Gaumard Scientific Company, Inc. Page 9 of 33
shall be construed as creating a partnership or joint enterprise between Buyer and Seller,
its officers, agents, employees, vendors and sub -vendors.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 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 OR EMPLOYEES.
29.2 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 ALLTHIRD PARTY
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, SUBVENDORS, SERVANTS OR EMPLOYEES
30.0 SEVERABILITY
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 of this agreement, which agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
31.0 FISCAL FUNDING LIMITATION
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.
32.0 NOTICES TO PARTIES
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,
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Gaumard Scientific Company, Inc. Page 10 of 33
or by electronic mail (to contract compliance manager with electronic confirmation of
receipt). addressed to:
To City:
City of Fort Worth
Attn: Assistant City Manager for Fire
200 Texas Street, Fort Worth, Texas 76102-6314
Facsimile: (817) 392-8654
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.
To Seller:
Gaumard Scientific Company, Inc
Attn: Peter Eggert, Senior Vice President
14700 SW 1361h Street
Miami, FL 33196
Facsimile: (305) 252-0755
33.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article
I1I. 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, vendors or sub -vendors, have fully complied with all provisions of same
and that no employee. participant, applicant, vendor or sub -vendor has been discriminated
against according to the terms of such Ordinance by Seller, its employees, officers, agents,
vendors or sub -vendors herein.
34.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and
nondiscrimination. Vendor shall verify the identity and employment eligibility of all
employees who perform work under this Agreement. Vendor shall complete the
Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees. Vendor shall
establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Vendor shall provide City
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Gaumard Scientific Company, Inc. Page II of 33
with a certification letter that it has complied with the verification requirements required
by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to
violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
35.0 HEALTH. SAFETY. AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards.
Additionally, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
36.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the
expiration of three (3) years after final payment this contract, and at no additional cost to
Buyer, have access to and the right to examine and copy any directly pertinent books,
digital files, documents, papers and records of the Seller involving transactions directly
relating to this contract, including any and all records maintained pursuant to this
Agreement. Seller agrees that the Buyer shall have access, during normal working hours,
to all necessary Seller facilities that Seller considers a public area, 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.
37.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its sub -vendors 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 sub -vendors. Seller warrants 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 sub -vendors against Buyer arising out of Seller's
and/or its sub -vendor's alleged failure to comply with the above -referenced laws
concerning disability discrimination in the performance of this agreement.
38.0 DISPUTE RESOLUTION
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 matter through this dispute resolution process.
The disputing party shall notify the other party in writing as soon as practicable after
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 12 of 33
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. If the parties fail to resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may 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. If the 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.
39.0 PROM ITTON ON CONTRACTTNG WITH COMPANIES THAT BOYCOTT ISRAEL.
Seller 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, Seller
certifies that Seller's signature provides written verification to the City that Seller: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract
40.0 INSURANCE REOUIREMENTS
40.1 Seller shall assume all risk and liability for accidents and damages that mayoccur
to persons or property during the prosecution of work under this Agreement. Seller
shall file with the City of Fort Worth Purchasing Division, prior to the
commencement of services, a certificate of insurance documenting the following
required insurance within five (5) calendar days of notification.
40.2 Policies shall have no exclusions by endorsements which nullify the required lines
of coverage, nor decrease the limits of said coverage unless such endorsements are
approved by the City.
40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability
Insurance at the following limits:
$100,000 Each Accident
$500,000 Disease — Policy limit
$100,000 Disease — Each Employee This coverage may be written as
follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers'
Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 13 of 33
minimum policy limits for Employers' Liability of
$100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and
$100,000 per disease per employee.
40.2.2 Commercial General Liability Insurance including Explosion, Collapse,
and Underground Coverage shall be provided as follows:
$1,000,000 Each Occurrence
$2,000.000 Annual Aggregate
Coverage shall include but not be limited to the following:
premises/operations, independent vendors, products/completed operations,
personal injury, and contractual liability. Insurance shall be provided on an
occurrence basis, and as comprehensive as the current Insurance Services
Office (ISO) policy.
40.2.3 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on "Any Auto",
defined as autos owned, hired and non -owned.
40.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of
insurance documenting the required insurance prior to the commencement
of services.
40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty- (30)
day notice of cancellation, material change in coverage, or non -renewal of
coverage.
40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth
as an additional insured, as its interests may appear (ATIMA).
40.3 ADDITIONAL INSURANCE REQUIREMENTS
40.3.1 The City, its officers, employees and servants shall be endorsed as an
additional insured on Vendor's insurance policies excepting employer's
liability insurance coverage under Contractor's workers' compensation
insurance policy.
40.3.2 Certificates of insurance satisfactory to the City and Worker's
Compensation Affidavit must be received before Vendor can begin work.
Failure to supply and maintain such insurance shall be a breach of contract.
Contractor shall provide complete copies of all insurance policies required
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 14 of 33
by this Agreement. Certificates of insurance must be supplied to:
Financial Management Services Department
Attention: Purchasing Division SS-
200 Texas Street (Lower Level)
Fort Worth. Texas 76102
40.3.3 Any failure on part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirements specified herein.
Each insurance policy shall be endorsed to provide the City a minimum 30
days' notice of cancellation, non- renewal, and/or material change in policy
terms or coverage. A ten (10) day notice shall be acceptable in the event of
non-payment of premium.
40.3.4 Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A: VII or equivalent measure of financial
strength and solvency. Deductible limits, or self -funded retention limits, on
each policy must not exceed $10,000.00 per occurrence unless otherwise
approved by the City.
40.3.5 Other than worker's compensation insurance, in lieu of traditional
insurance, City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups. The City must
approve in writing any alternative coverage.
40.3.6 Workers' compensation insurance policy(s) covering employees of the
Vendor shall be endorsed with a waiver of subrogation providing rights of
recovery in favor of the City.
40.3.7 City shall not be responsible for the direct payment of insurance premium
costs for Vendor's insurance.
40.3.8 Vendor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self -funded or commercial
coverage maintained by City shall not be called upon to contribute to loss
recovery.
40.3.9 While this agreement is in effect, Vendor shall report, in a timelymanner,
to the Purchasing Department any known loss occurrence that could give
rise to a liability claim or lawsuit or which could result in a property loss.
40.3.10 Vendor's liability shall not be limited to the specified amounts of
insurance required herein.
41.0 FORCE MAJEURE
Neither Party to the Agreement will be liable or responsible to the other
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 15 of 33
for any loss or damage, or for any delays or failure to perform, due to
causes beyond its reasonable control including, but not limited to, acts of
God, strikes, epidemics, pandemics, war, riots, flood, fire, sabotage, or
any other circumstances of like character ("Force Majeure Occurrence").
The Parties may (1) terminate the Agreement or (2) may extend the Term
in an amount necessary for Seller to complete performance under the
Agreement, due to delay(s) caused by the Force Majeure Occurrence,
and during said extension Seller shall work diligently in accordance with
the Agreement to complete performance under the Agreement.
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 16 of 33
EXHIBIT B
VENDOR'S QUOTE
Gaumard"
Simulators for Health Care i
Oty. Item
Description
Unit Price
Amount
1 S2225201
Virtual Monitor Software License accessory for HALE five year
old advanced pediatric simulator. CD with activation code.
995.00
$ 995.00
Only for customers that already own .001, .002 or S57x
For Serial Number: X2011458
1 S3004201
Virtual Monitor Software License accessory for HALE One
1
Year Old pediatric simulator. CD with activation code. Only for
995.00
$ 995.00
customers that already own .001, .002 or S57x
For Serial Number: 02012606
Qty. Item
Description
Unit Price
Amount
1 S3000.201
Virtual Monitor Software License accessory for HAL® adult
tetherless simulator. CD with activation code. Only for
995.00
$ 995
customers that already own _001, .002 or S57x
For Serial Number: H2O06190
Oty. Item
Description Notes
Unit Price
Amount
1 30070688G
Face Skin and Airway replaceme-: for Tom/Damaged,
HAL® medium skin tone adult tetherless Missing Teeth
$ 1,225.00
$ 1,225.00
simulator
For Serial Number: H2O06190
1
LowI ight 1/0 Leg for medium skin
130070755C
toneR replacement (Damaged/Cracked
onesimulator. W th
I $ 1,290.00 I
$ 1,290.00
For Serial Number: H2O06190
1 130070732F
I Left Lower Arm Assembly replacement (Sensor is faulty
I $ 460.00 I
$ 460.00
for medium skin tone simultor
For Serial Number: H2O06190
1 53000.223R.R2.
Lower Right Arm Revision Two Reveining Vein replacement
M
consumable for HALO medium skin tone
$ 130.00
$ 130.00
adult tetherless simulator. Cannot be
replaced by customer
For Serial %umber: H2O06'90
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 17 of 33
1 R.515
Laryngospasm Actuator Assembly
replacement for HALO. With LLAR
Module
For Serial Number: H2O06190
Qty. Item
Description
1 R.630.1
ECG Snap Repair Kit replacement for
HALID adult tetherless simulator
For Serial Number: H2O06190
2 30031192B
Adult Compressor Assembly with
Bumpers replacement for HALO adult
tetherless simulator
For Serial Number: H2O06190
3 GU.CAF.1
I
Labor for high fidelity simulators. Per hour
I
For Serial Number: H2O06190
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc.
Broken module
Notes
ECG V2 site repair on
chest skin
Compressor
Replacement x2
1
$ 315.00I $ 315.00
Unit Price Amount
$ 10.00 $ 10.00
$ 750.001 $ 1,500.00 '
$ 125.00 ( $ 375.00
Page 18 of 33
EXHIBIT C
VENDOR'S SOLE SOURCE JUSTIFICATION LETTER
March 13th, 2023
To Whom It May Concern:
Gaumard Scientific Cuiui,a,ty, Inc. located at 14700 SW 136 Street, Miami. FL 33196, is the sole source for the
following item:
• Virtual Monitor Software License - UNI® Control Software
Should you require additional information, do not hesitate to contact us.
Thank you. Sincerely,
Odafye Saar"
Odalys Suarez Customer Service
- US Tel: 305-971-3790 Ext.168
E-mail: odalys.suarez@,gaumard.com
Sole Source Purchase Vendor Ag;,=Lf C,tt
Gaumard Scientific Company, Inc. Page 19 of 33
EXHIBIT D
SOLE SOURCE PROCUREMENT JUSTIFICATION
FORT WORTH
CTrY OF FORT WORTH
CH.A'TER.252 E_NT—NIpTION FORM
Instructions: Fill out the entire form with detailed information. Once gnu have completed th s form,
provide it to the Purchasing attorney- for re,.iew. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252-s biding requirements is defensible_
If y4maie printing this form to provide to Legal- please do not provide the Primer portion. Failure
to pro : ide sufficient information may result in follow up questions and cause a deli v in the
attorneys determination.
Section 1: General Information
Requesting Department:
Fire
Name of Contract 11anager:
Brenda Rav
Department's Attorney:
Tavlor Paris
Item or Service sou--ht.
Goods:
Senice:
Anticipated .Amount
10.000.00
Vendor: Gaumard Scientific Co. Inc.
Current Prior Agreement for item service: Yes ® -.No ❑
CSC or Purchase Order #:
An:o.mt:
Protected -1 &C Date:
CSC 54606,PSY.11658
$25_OW.00
NA
How i;ill this item or service be used? Maintenance_ soft -me upgrades and accessories for
the Gaumard HAI. S3000 m anneauin multimupose patient simulator. The rnanneauin uses
tetherless technology that alloivs ENIS instructors to train firefiahters on different vroerammable
life -saw scenarios in emergent situations such as intubation- CPR- defibrillation. treating burns
and trauma wounds, etc. - -
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obt Lnyil^ this good'serice`� Yea ❑ No
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 20 of 33
If yes. please provide requisition number or brief explanation of contact with
Purchasing Division: META= DESCRIMONJ
Section 2: Claimed Exemption and Justification (Other than sole sourcO
NOTE - For a claimed sole -source exemption_ complete Section 3.
Please indicate the non -sole -sou: � t exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
in iirmznon about common exemptions:
L1 A procurement necessary to presence or protect the public health or safety, of the City,
of Fort W'orth's residents:
R A procurement necessary because of unforeseen damage to public machinery.
equipment. or other property-
[-1 A procurement for personal_ professional. or planning serices;
II A procurement for work that is performed and paid for by the day as the ,i-ork
progresses;
r_1 A purchase of land or a right-of-w-av
Paving drainage, street ev ide=a. and other public :mpro-: ements. or related nLirters_ if
at least oue-third of the cost is to be paid by or through special assessments le-: ied on
property that gill benefit from the impro% ement s;
A public improvement project, already in progress; authorized by the voters of the
municipality. for whi-h there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A pa)mient under a contract by hick a developer participates in the construction of a
public improvement as provi.'; d by Subchapter C . C hap ter ? 1
f -1 Personal property sold:
• at an auction by a state licensed auctioneer:
• at a going out of business :ale held in compliance with Subch.•tgter F.
Chapter 17_ Business & Commerce Code;
• by a political subdivision of this state_ a state agency of this state, or an
entity, of the federal eoc ernment: or
• under an it *e-local contract for cooperative purchasing administered by a
regional planning commission established tinder Chapter 391,
Senices performed by blind or severely disabled .
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 21 of 33
II Goods purchased by a municipality for subsequent retail sale by the municipality-.
[] Electricity; or
II Advertising. other thanle_al notices.
Please proTgde details and facts to explain why yeti believe the exemption applies to the
purchase. You may also attach documentation to this form.[L;SFRT DETAILED
EXPLANATION AS TO HOWJWHY CI.ADAED EXCEPTION APPLIES TO THIS
PURCHASE]
Section 3: Claimed Sole -Source ESemprion and Justification
NOTE - For any mom -sole -ice emotion. complete Section ?-
Please indicate the sole -source exemption y ou believe applies to the purchase and pro.ide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
f *A procurement of items that are ai,-ailable from only one source. including:
items that are available from only one source because ofpatents. cop}Tights,
secret processes. or natural nionopohes:
films, manuscripts, or books:
s gas, hater_ and other utiL•r: senlcm-
• captive rep; � --rent parts or components for equipment--
* books- papers, and other hbrar; materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
management senices pro,: ided by a nonprofit organization to a municipal
niuiseumm. park, zoo. or other fa c to which the oTganization has provided
significant financial or other benefits:
Ho :.- did you determine that the item or service is only available from one source?
Gaimmard is the sole manufacturer and supplier of the patient training simulator. FDLL S3000
Adult- H.4L S" 25 Pediatric Five -Year Old Ad,. ;anted and IFLAL S31DO4 Pediatric One -Year Old
Simulator as well as some of the wound accessories which the Fort Worth Fire Devartment
previously purchased with both COVID CARES Funds and general fimds. The vendor has also
supplied a iustification letter stating that then- are the sole manufacturer of the H_-kL line and
owner it's trade mark_
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 22 of 33
Attach screenshots and provide au explanation of any independent research you conducted.
through inter et searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Attached sSHOW POUR RESEARCH WORK TH_-kT LEAD TO YOUR CONCLUSION1
Did you attach a sole source justification le#tei? Z Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibilin- orpatent is _-t:e _ etc). IiUY-, is
easy to use and fullv functional during transport %kith «•fireless control and documentation. His
electrically conductive skin regions allow the use of real equipment to obtain his ECG. perform
temooaazv aacing. cardiovert. and deflbrillate. The softy we_ accessories .arid maintenance are
exclusive to the HA. 3000 series simulators_
Section 4: Attorney- Deret muiation
With the facts provided h_: tLe department, is the use of the claimed exemption defensible if the
Cit-r were to be challenged on this purchase? 0 Yes ❑No.
Was there anything attached to this form that was relied on in making this dete� tion?
nYes ❑No -
If yes, please explain: The Department provided a sole source letter.
�N'a; anything not inchuded on this form or attached hereto that it as relied on in making this
determination? ❑ Yes ONo_
If yes_ please explain:. N' A
Will the standard terms and conditions apply` JR Yes R No_
[Fill the contract require special terms? ❑ Yes 1KNo_
Will the contract require re,.-ie x by the department attome,'' f R Yes ❑ No.
Approi-ed By
Date. 03 29 2023
Jere=' Anat0-Mensah
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 23 of 33
�� GauTard'
March 1 _ : 2023
To Whom It May Concern:
l aumard Scientific Company, Inc. located at 14700 SW 136 Street Miami, FL 33196, is the sole source for the
foLowmg :tem:
• Virtual Monitor Software License - UNIO Control Software
Should you : �- 1-.i: r- additional :::;_ : ,anon, du not hesitate to contact us. Thank you.
Sincerely,
Ada4u Smaazez
tldalys Suarez Customer
Service - US
Tel:305-971-3790 ±.2168
E-mail: odalys.suarez@gaumard.com
Gaumard'` Soenthr,2022114770SW'3ft^Street :'i_rri L3314;-=J-c,'
Toll FrW. USA 800.882 %55 I Woftwioe- 3359—37901 =a)c 2 �'J7>
Email, SMOgauma-d [ = — I www4aumard.com
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 24 of 33
EXHIBIT E
CONFLICT OF INTEREST OUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ (`Questionnaire") the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the City, or submits
an application or response to a request for proposals or bids, correspondence, or another
writing related to a potential agreement with the City. Updated Questionnaires must be filed
in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The
form is also available at httn://ww-w.ethics.state.tx.us/forms/CTO.ndf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship
that you might have with the City, state Vendor name in the # 1, use N/A in each of
the areas on the form. However, a signature is required in the #4 box in all cases.
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 25 of 33
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
TW Mswawhr rafkas cnrVes rneM w 11w kw by ME 2% 641* LOS. Anular setlabn•
Thw a antlonnmre a barr • lad in a000rdanioa x i * 7G. Local Governnent Coda
bye ve-dcvwho has s businAss reMlir- - - 171i 001(1-a)with a bra!
gvrermv.-teal ert ly and the vendor -r • .i a •i r _ -•Aon 176 006(a)
Ely 1w Its ¢iaslroman ratan bra WdtlnMl Ifts retaxcfa admrsrahv d he teal Qolrtrttrrhrrrta'
antlly not tarty than the 71h btarnaes OW aM w the dmfe the vwx w becomes aware of tracts
that roglare the statement to be Mod Sao Sechot i 176 006t s 1). Loaf Govemmorti Code
A vondo► coo mtts an onetso d the vendor kncwirAg y vaiales Section 176 006. Local
Goverrrnent Code An onense unde• this section is a msocrw-v=r-
1 Nillrollvwdwwhohas abusatessirefta nsnlpwnhW.algoremnterlalentity.
Gaumard Scientific Co., Inc.
Cnea Mils belt M y01a We atlrrg an tptlate tea PreVIOUSIT aaw (11uesllonnaae.
FORM CIO
OF FICL USE ONLY
ar- tiv�■stl
lThr lair rspurfos that y4d 14 liar updated co^nDla:aC SinANtaOrinairS wnh " appro0nets =tg tiuthonly no+
Low can Ube 71h boufto" dbv aA,r taw date an v.-.. * r w becaar owara that Ow aagr%Wy head 4 61li-twwwu V«+.
rronpi Me rx trumx rsle )
Nsmts o1 Iocal gotrontromtt o8law about whom the lnturtru tkm In this sectlon is borngi dbdow d.
N/A
Ndrl}e 4C'tuer
Thh ae1lon (Own 3 rldu&V stbparts A 11 S D) mutt be oonlpleled for each otAon will whom the vandur his an
8 islowl t or +ether butlinvas rWaontl 111 defined by SticWn 176 000-s}• Lout Covsrrtnsrt Cods Attach addfoom
pipes to ON Forst Cto as rW4v% vy
A Is tits local govanmwe 0donr •M-44 In this as~ rseelvnp of t&* to ranws tavabts Wtensa edar a" lrnrestmerr
r. u "o Nnrixn 11a Vwwty?
Yes �. d
R -rho.• t"ar vrws4nant rhravna, lrm or 3t tard'r .rl of nisi [oral
aazm+•w,l after nand in 4rc cacaos AND d-a taw ab- r+c:r �c c •+M racawod from tia bca govwwnantai artdy7
I II Vr 4 ti �
C h Ww MW of Ilan a wuhai[ rw •r employed t y n corpwalron & o0w brrlha m enld f wdh mspvct to whkil Uw 1W.M
pvvvrrtrrwnl ORKSI serves as art 011ca Or dredor, of hatdc an arnaShO rtlassl 01 one prros d or RW97
= Yen No
D Dexrbe each rnert � bum ew and farrvty relaeanshp wrath VW local goverttmers <er reed in this meteor
N/A
06/22/2023
squaw 'a v vwq runes mrh hire gotow— rrs - era# owe
Adopled 8.'7•?dt5
Sole Source Purcua�,e VCI1UU1 lAglCC111C111
Gaumard Scientific Company, Inc. Page 26 of 33
EXHIBIT F
VENDOR CONTACT INFORMATION
Vendor's Name: GAUMARD SCIENTIFIC COMPANY, INC
Vendor's Local Address: 14700 SW 136TH STREET MIAMI, FL 33196
Phone:305-971-3790 Fax:305-252-0755
Email: abigailragaumard.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Anyerit Conde, Sales Manager
Phone: 305-562-4114
Email: anyerit.conde t'Dgaumard.com
Name/Title Accounts Receivable
Phone: 305-971-3790
Email: GaumardAR(a)gaumard.com
Name/Title
Phone:
Email:
f
Signature
VJ
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc.
Peter Eggert
Printed Name
Fax: 305-252-0755
Fax: 305-252-0755
Fax:
06/22,12023
Date
Page 27 of 33
VERIFICATION OF SIGNATTTRF, AUTHORITY
GAUAL�U SCIENTIFIC COMPANY. INC.
14"00 SW IMTB STREET
1lIL MI. FL 33196
fixec ation of this Signature Verification Farm "Form") herebi. certifies that the following individuals and or
positions have the authorin. to legally bind Vendor and to execute any agreement amendment or chan?e order on behalf of
Vendor. Such binding authority has been gra^.ted by proper order. reselut:om ordinance or other au:hon.-ation of Vendor.
City is fullv entitled to rely on the ~canna:-,- and representation set forth in this : orm in entering into any agreernen: or
amauhnent with Vendor. Vendor i%ill subffi: an updated Form vithin :en (10) business days if there are am- changes to the
signatory au:hority. City is ent2dedreh- on ativ cu en: executed Form until it receives a :e;ised Form that has been
properly executed Vendo. /
`ame: Pe r E"
Position: cni -Vceesident
S"enatu:e
2. Name -
Position:
SiQnatti:e
3. Name:
Position:
51-natL e
.N=e Daphne Eggert
Simature of
Other Title:
Date: 06/2
Sole Source Purchase Vendor Agreement
Gaumard Scientific Company, Inc. Page 28 of 33
EXHIBIT H
VENDOR END USER LICENSE AGREEMENT
Gumr
far. , - E 4ation
GAUMARD END USER LICENSE AGREEMENT
This End User License Agreement ("EULA") sets forth the respective rights and responsibilities between the entity
named in the Purchase Order associated with this EULA ("End User") and Gaumard Scientific Company, Inc., a
Florida corporation ("Gaumard"), relative to the Gaumard Software (as defined below). This EULA is effective as of
the date Gaumard accepts and confirms the Purchase Order (the "Effective Date"). BY USING THE GAUMARD-
BRANDED SOFTWARE, END USER IS AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF
END USER DOES NOT AGREE, END USER MAY NOT USE THE GAUMARD SOFTWARE.
1. Definitions.
L I "Gaumard Documentation" means the Gaumard user and operations manuals, guides, and related materials
provided by Gaumard to End User to facilitate use of the Gaumard Products.
1.2 "Gaumard Equipment" means Gaumard-branded hardware components for medical simulation and training,
including manikins and associated instrumentation, sold by Gaumard to End User.
1.3 "Gaumard Products" means Gaumard Equipment sold or otherwise made available by Gaumard to End User
currently or in the future.
1.4 "Gaumard Software" means the object code form of computer programs and Gaumard Documentation owned by
Gaumard or its licensors and licensed to End User in accordance with this EULA. Gaumard Software includes (a)
computer programs embedded in firmware in the Gaumard Equipment; (b) computer programs embedded in a
separate medium (such as a CD or flash drive) for use in conjunction with the Gaumard Equipment; (c) computer
programs downloaded or received from Gaumard: (d) computer programs used on servers storing or processing data
related to the Gaumard Products; and (e) computer programs used to create and manage a network for the Gaumard
Equipment, interface with the components of the Gaumard Equipment, manage and compute location information
related to the Gaumard Equipment, and monitor health of the Gaumard Equipment.
2. Software License and Restrictions.
2.1 License. Subject to End User's compliance with the terms and conditions of this EULA, the Gaumard Sales
Terms and Conditions, the Gaumard Purchase Order, the Gaumard Limited Product Warranty, and the Gaumard
Cares Service Plan Agreement, Gaumard grants End User a non-exclusive, non -transferable (except as otherwise set
forth herein), limited, personal license to execute and use the Gaumard Software for End User's internal business
purposes, but only so long as the Gaumard Software is installed on the Gaumard Product on which it was originally
supplied. End User may not, directly or indirectly, sell, sublicense, display, timeshare, loan, lease, make or have
made, distribute, or create derivative works of the Gaumard Software. All other rights are reserved to Gaumard.
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Gaumard Scientific Company, Inc. Page 29 of 33
2.2 Ownership. All rights, title, and interest in and to the Gaumard Software, and any derivative works thereof,
whether created by Gaumard, End User, or a third party, will remain at all times solely and exclusively owned
by Gaumard. Nothing in this EULA or the Gaumard Purchase Order will be construed to grant End User any rights
of any kind with respect to the Gaumard Software, except as expressly set forth in this EULA.
2.3 Reverse Eneineering and Other Restrictions. End User will not, and will not allow any third party to, tamper
with, modify, decompile, disassemble, derive the source code of, reverse engineer, or attempt to obtain the internal
design of the Gaumard Software or Gaumard Products for any purpose whatsoever (collectively, "Restricted
Acts'),If applicable law permits End User to take any of the Restricted Acts notwithstanding the previous
prohibition, and End User wishes to take any Restricted Act notwithstanding the previous prohibition, End User will
first provide Gaumard with thirty(30) days prior written notice. Gaumard may terminate this EULA at any time
during such notice period without liability arising from such termination. The Parties agree that all information
needed for interoperability for the Gaumard Products is available from Gaumard in accordance with applicable
government directives as well as the contemplated permitted uses for the Products by Customer.
2.4 Updates. From time -to -time Gaumard may develop new versions or updates for the Gaumard Software that may
be made available to the End User. Unless otherwise agreed to by Gaumard, End User shall be responsible for
installing the provided new versions or updates for the Gaumard Software.
2.5 Proprietary Notices. End User agrees to maintain and reproduce on all copies of the Gaumard Software, any
names, logos, copyright notices, trademarks, other proprietary markings, and legends that appear on the Gaumard
Software.
2.6 Control of Duplication. End User will not, nor will it allow any third party to, circumvent the protection
controlling the duplication or use of the Gaumard Software, for example and without limitation, any software lock
controlling the number of copies End User may make of the Gaumard Software.
2.7 No Source Code. End User acknowledges and agrees that its rights under this EULA do not include rights to
source code. In its exercise of the rights granted under this EULA, End User agrees not to take any action that would
result in any requirement to disclose or make available to other parties the Gaumard Software in source code format.
2.8 Certification. Upon thirty (30) days written notice to End User from Gaumard, End User shall certify End User's
compliance with the restrictions and obligations in this EULA. Such requests will not occur more frequently than
once per calendar year. If End User has used the Gaumard Software in violation of this EULA, End User shall, in
addition to any other remedies Gaumard may have, pay Gaumard additional fees for the excess use according to
Gaumard' s then -current price list and policies, plus a late payment charge of one percent (1.0%) per month (or the
highest amount allowed by applicable law, if lower) for each month of excess use from the date of initial excess use.
2.9 Privacv and Recordines. End User will comply with all applicable laws, rules and regulations related to
privacy, publicity and data protection related to use of the Gaumard Products. End User shall not use the Gaumard
Software to record or collect personal data from any person in violation of End User's policies or privacy statements.
End User shall receive express consent from all persons recorded by the Gaumard Software sufficient for End User's
use, storage, and distribution of such recordings. Notwithstanding this provision, the Parties acknowledge and agree
that the Gaumard Products and Gaumard Software are provided solely for use as medical training and simulation
tools
and not for actual treatment of patients. The Parties are not planning to transfer any personal patient information
between them, nor shall Customer store, introduce, download or load personally identifiable data or patient
information into the Gaumard Products or Gaumard Software.3. Term and Termination.
3.1 Term. This EULA commences on the Effective Date and continues perpetually, unless terminated earlier in
accordance with the terms hereof.
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Gaumard Scientific Company, Inc. Page 30 of 33
3.2 Termination for Cause. This EULA is automatically terminated by Gaumard if the other Party materially
breaches this EULA, the Gaumard Sales Terms and Conditions, the Gaumard Purchase Order, the Gaumard Limited
Product Warranty, or the Gaumard Cares Service Plan Agreement. In addition, Gaumard may terminate this EULA
if. (a) End User becomes insolvent or makes an assignment for the benefit of End User's creditors; or (b) a receiver
is appointed or a petition in bankruptcy is filed with respect to End User and such petition is not dismissed within
thirty (30) days.
3.3 Effect of Termination. Upon the termination of this EULA for any reason, all licenses granted in Section 2 above
will immediately cease and terminate. Upon termination, End User will immediately cease using the Gaumard
Software.
3.4 Survival. Sections 3 through 6 will survive the termination of this EULA.
4. Confidential Information; Trademarks.
4.1 Confidential Information. End User acknowledges and agrees that the Gaumard Software is Confidential
Information and contains trade secrets of Gaumard. End User agrees to: (i) hold the Gaumard Software in the
strictest confidence; (ii) not disclose the Gaumard Software to any third party for any purpose; and (iii) use at least
the same security measures as End User uses to protect its own confidential and trade secret information but no less
than reasonable measures to protect the confidentiality of the Gaumard Software. End User agrees and acknowledges
that any breach of the provisions regarding ownership or confidentiality contained in this Agreement shall cause
Gaumard irreparable harm and Gaumard may obtain injunctive relief without the requirement to post a bond as well
as seek all other remedies available to Gaumard in law and in equity in the event of breach or threatened breach of
such provisions.
4.2 Trademarks. End User may not use Gaumard' s trademarks, logos, service marks, or names in press releases, web
sites, marketing, or other forms of public materials without the prior written consent of Gaumard. All use of the
Gaumard trademarks and all goodwill associated with them will inure solely to the benefit of Gaumard.
5. Disclaimer; Limitation of Liability; Infringement Indemnification.
5.1 Limited Software Warrantv and Disclaimer. For a period of twelve (12) months from the Effective Date,
Gaumard will: (a) provide all updates to the Software that are made available generally and (2) use reasonable efforts
to fix or provide a workaround for any Gaumard Software issue or bug that may prevent operation in substantial
conformity with the Gaumard Documentation. Other than the above, the Gaumard Software is provided "as -is," with
no express or implied warranties of any kind, including the warranties of merchantability, fitness for a particular
purpose, or non -infringement.
THE FOREGOING LIMITED SOFTWARE WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO: 1) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, PERFORMANCE,
THIS LIMITED SOFTWARE WARRANTY IS GIVEN SOLELY TO THE ORIGINAL CUSTOMER AND IS
NOT PROVIDED TO ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, SUBSEQUENT
PURCHASERS OR USERS OF THE PRODUCTS OR CUSTOMERS OF THE CUSTOMER. THIS LIMITED
PRODUCT WARRANTY IS VOID UPON TRANSFER OF PRODUCT BY CUSTOMER TO ANY OTHER
ENTITY. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE
EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
THIS LIMITED SOFTWARE WARRANTY DOES NOT APPLY TO ANY PRODUCTS THAT ARE SUPPLIED
ON A PRE-RELEASE BASIS.
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Gaumard Scientific Company, Inc. Page 31 of 33
5.2 Limitation of Liabilitv. THE TOTAL LIABILITY, IF ANY, OF GAUMARD TO END USER OR ANY
THIRD PARTY FOR ALL DAMAGES BASED ON ALL CLAIMS, WHETHER ARISING FROM BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, TORT, OR
OTHERWISE, ARISING FROM THE GAUMARD PRODUCTS IS LIMITED TO ONE HUNDRED DOLLARS.
IN NO EVENT WILL GAUMARD BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY SPECIAL,
INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF
REVENUES, LOSS OF PROFITS, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES
5.3 Infringement Indemnification. Gaumard will, as further described below, indemnify, defend, and hold End User
harmless, at its expense, against any claim or suit brought by a third party against End User alleging that any
Gaumard Software furnished under this EULA infringes the United States patent, trademark, copyright or other
intellectual property right of a third party. Gaumard will pay all reasonable settlements entered into or damages
finally awarded by a court of appropriate jurisdiction. including reasonable attorneys' fees and costs, based on any
such claim or suit; provided that End User gives Gaumard prompt written notice of such claim and gives Gaumard
information, reasonable assistance, and sole authority to defend or settle the claim. In defense or settlement of the
claim, at its sole discretion, Gaumard may obtain for End User the right to continue using the Gaumard Software,
replace or modify the Gaumard Software so that it becomes non -infringing, or, if such remedies are not reasonably
available, grant End User a refund for the associated Gaumard Products (depreciated over three years) and accept
their return. Gaumard shall not have any liability if the alleged infringement is based upon: (a) the use or sale of the
Gaumard Software in combination with other products or devices not furnished by Gaumard; (b) the use of the
Gaumard Software in a manner for which they were not designed as described by the Gaumard Documentation; (c)
any modification of the Gaumard Software not performed by or authorized by Gaumard; (d) any use of Gaumard
Software by End User after End User learns of such allegation of infringement; (e) any failure by End User to utilize
a non -infringing version of the Gaumard Software made available by Gaumard along with notice that such update is
non -infringing; or (f) Customer's use of an earlier version or versions of the Gaumard Software for which Gaumard
has made an update available and Customer either did not obtain or did not install the updated version(s). The
obligations set forth in this Section 5.3 are Gaumard' s sole obligations, and End User's sole and exclusive remedy,
for any claims that Gaumard Software infringes third party intellectual property rights.
6. Miscellaneous.
6.1 Bindina Effect. Assignment. This EULA will be binding upon, and inure to the benefit of, End User's and
Gaumard' s respective permitted successors and permitted assigns. Neither Party may assign or transfer this EULA
or any of the rights, privileges, duties or obligations under this EULA without the prior written consent of the other
Party, except that either Party may assign this Agreement to any entity controlled by, controlling, or under common
control with such Party, as well as in connection with the sale, transfer, merger, or acquisition, whether by operation
of law or otherwise, of substantially all of the assets of a Party.
6.2 Notices. Any written notice required by this EULA will be deemed made (a) when delivered by personal service;
(b) upon receipt after being sent by recognized international overnight courier service (such as FedEx); or (c) when
received, if sent by certified or registered mail, postage prepaid, return receipt requested. Any such notice given to a
Party shall be sent to the addresses on the attached Gaumard Purchase Order. By giving to the other Party written
notice thereof, the Parties and their respective permitted successors and assigns will have the right from time to time
to change by written notice their respective addressee or address for notices.
6.3 Applicable Law. The validity of this EULA and the rights, obligations and relations of the Parties hereunder shall
be construed and determined under and in accordance with the substantive laws of the State of Florida, without
regard to its provisions on conflicts of laws. All disputes arising under or related to this EULA shall be resolved
exclusively in the State or Federal Courts located in the City of Miami, County of Dade County, State of Florida. The
Parties consent to the jurisdiction and venue of such Courts and waive any claims as to inconvenient forum. The
judgments of such Courts may be enforced in any court of competent jurisdiction.
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Gaumard Scientific Company, Inc. Page 32 of 33
6.4 EXnort Control. End User will not export or re-export the Gaumard Software, including any technical data,
except as authorized and permitted by, and in compliance with, the laws and regulations, including but not limited to
all export and re-export laws and regulations, of the United States.
6.5 Severability. If any provision of this Agreement is held illegal or unenforceable by a court of competent
jurisdiction in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder
of this Agreement shall remain operative and binding on the Parties.
6.6 Entire Agreement. This EULA constitutes the entire Agreement and understanding of the Parties relating to
the subject matter of this EULA. This EULA supersedes all prior written and oral agreements and all other
communications between End User and Gaumard (or a Gaumard distributor) regarding the subject matter of this
EULA. No contradictory terms and conditions of any purchase order, invoice, or other document issued by End
User relating to the subject matter of this EULA shall be binding, unless agreed by the parties.
6.7 Waiver of Breach. No waiver by a Party of any breach of this EULA will constitute a waiver of any other breach
of the same or other provisions of this EULA. No waiver by a Party will be effective unless made in a record
signed or otherwise authenticated by an authorized representative of such Party.
6.8 Relationship of the Parties. The Parties are independent contractors. Nothing in this EULA or in the activities
contemplated by the Parties will be deemed to create an agency, partnership, employment or joint venture
relationship between the Parties. Neither Party will have any responsibility or liability for the actions of the other
Party except as expressly provided in this EULA. Neither Parry will have any right or authority to bind or
obligate the other party in any manner or make any representation or warranty on behalf of the other Party. This
EULA is made and entered into for the sole protection and benefit of Gaumard, its licensors and suppliers, and
End User as listed on the Gaumard Purchase Order for the Gaumard Products and Services. No other person or
entity shall be a direct or indirect beneficiary of this EULA nor shall any other party or entity have any direct or
indirect cause of action or claim arising from this EULA.
6.9 Fraud and Abuse. Gaumard hereby represents that, to the extent applicable based on the Products and Services
provided, it is not currently a listed vendor in the: (a) Federal General Services Administration's "List of
Parties Excluded from Federal Procurement or Non -procurement Programs" in accordance with Presidential
Executive Orders 12549 and 12689 "Debarment and Suspension;" and (b) Office of the Inspector General of the
Department of Health and Human Services' "List of Excluded Individuals/Entities." Any discounted pricing
terms offered under this Agreement may be a "discount or other reduction in price" under the Federal Anti -
Kickback Statute,
42 U.S.C. § 1320a-7b(b). Customer shall take all actions necessary to comply with the Anti- Kickback Statute
discount safe harbor regulations, 42 C.F.R. § 1001.952(h), including but not limited to: (1) maintaining accurate
records reflecting the pricing terms of items and Services purchased under this Agreement; (2) fully and
accurately report any discount received under this Agreement if applicable; and (3) make available information
provided to Customer by Gaumard concerning cost reports and other filings with the government, including but
not limited to, the Secretary of the U.S. Department of Health and Human Services or other state agencies.
Reaulatory Compliance. The Parties agree to conduct their relationship in full compliance with all applicable
state, federal and local laws and regulations, including but not limited to, the federal Anti -Kickback Statute (42
U.S.C. § 1320a-7b(b)). The Parties agree that no part of this Agreement shall be construed to induce or encourage
patients or the purchase of health care services or supplies. The Parties acknowledge that there is no requirement
under this Agreement that any party refer any patients to any health care provider or purchase any health care
goods or services from any source.
Gaumard Sales Terms and Conditions & EULA Revision — February 2023
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Gaumard Scientific Company, Inc. Page 33 of 33