HomeMy WebLinkAboutContract 59827CSC No. 59827
FORT WORTH
CITY ORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Vendor Agreement ("Agreement") is entered into by and between
Pearson Education, Inc ("Vendor") and the City of Fort Worth, ("Customer" or "Authorized
Customer"), a Texas local government entity.
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; and
6. Exhibit E
— Conflict of Interest Questionnaire.
7. Exhibit F —
Vendor Contact Information
8. Exhibit G
— Verification of Signature Authority.
The Vendor agrees to the Terms and Conditions which are attached. Exhibits A, B, C, D, E, F, G
which are attached hereto and incorporated herein, are made part of this agreement for all purposes.
The Amount of this contract shall not exceed $75,000.00
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
Vendor and Customer have caused this Agreement to be executed by their duly authorized
representatives to be effective as of the date signed below.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 1 st day of
July, 2023.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Pearson Education, Inc.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: Valerie Washington(Jul 25, 202321:26 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Jul 25, 2023
APPROVAL RECOMMENDED:
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: 77WRay (Jul 25, 202310:07 CDT)
Name: Brenda Ray
Title: Purchasing Manager - Fire
APPROVED AS TO FORM AND LEGALITY:
By: J s Davis�25, 202310:28 CDT)
Name: James Davis
Title: Fire Chief
By:
ATTEST:
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Name: Taylor Paris
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Title: Assistant City Attorney
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CONTRACT AUTHORIZATION:
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M&C: N/A
By:
Form 1295: N/A
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Pearson Education, Inc
—29dar,
By: Matthew Kernan (Jul 20, 2023 16:28 MDT)
Name: Matthew Kernan
Title: Finance Director
Date:
07/20/2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Pearson Education, Inc.
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
subvendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Vendor(s), supplier, Vendor(s)or other provider of goods and/or services,
its officers, agents, servants, employees, vendors and subvendors 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 July 1, 2023 or the last date that
both the Buyer and the Seller have executed this Agreement (the "Effective Date")
and shall continue in full force and effect until June 30, 2024. (This will be a
maximum of 1 year- follow M&C date or agreed to date), unless terminated earlier
in accordance with the Provision of this Agreement.
3.2 Buyer shall have the sole right to renew this Agreement for 3 (three) additional one-
year terms. If Buyer desires to exercise an option to renew, Buyer will notify Seller
in writing of its intention to renew. Compensation to be paid during any option term
shall be the same as is stated in the Initial Term, unless agreed to in writing by both
parties.
3.3 Standard Terms and Conditions. The Standard Terms and Conditions available on
Vendor's website (httDs://www.l)earson.com/en-us/legal-information/business-
Durchasers-terms.html) are applicable to the sale and use of all products licensed by
Vendor and are incorporated by reference herein.
3.4 Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the sellers Terms
and Conditions, linked above, requires Buyer to pay attorneys' fees for any action
contemplated or taken, or penalties or liquidated damages in any amount, Buyer
objects to these terms and any such terms are hereby deleted from the Agreement and
shall have no force or effect.
3.5 Limitation of Liability and Indemnity. Seller agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the Buyer's
claim or loss arising from any of the following: (a) Seller's misuse or
misappropriation of the City's intellectual property rights, (c) Seller's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by
applicable law. To the extent the Agreement, in any way, requires Buyer to indemnify
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Pearson Education, Inc.
or hold Seller or any third party harmless from damages of any kind or character,
Buyer objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
4.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be requested by a
member of the public under the Texas Public Information Act. See TEX. 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 (the "AG")
regarding reasons the Seller believes that its information may not lawfully be released. If
Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's
information will be released without penalty to the City.
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 subvendors
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
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Pearson Education, Inc.
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 pass to Buyer upon shipment of the products
from Pearson's warehouse.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Origin, Freight Prepaid and Allowed, unless delivery terms
are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for
transportation costs in the amount specified in Seller's proposals or actual costs,
whichever is lower, if the quoted delivery terms do not include transportation costs;
provided, Buyer shall have the right to designate what method of transportation shall be
used to ship the goods.
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, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Department and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices.
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The Buyer shall furnish a tax exemption certificate upon execution.
13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st 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 others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
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 INTENTIONALLY OMITTED.
16.0 SAFETY WARRANTY
If applicable, Seller warrants that the product sold to Buyer shall conform to the standards
promulgated by the U.S. Department of Labor under the Occupational Safety and Health
Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA
standards, Buyer may return the product for correction or replacement at Seller's expense.
In the event Seller fails to make appropriate correction within a reasonable time, any
correction made by Buyer will be at Seller's expense. Where no correction is or can be
made, Seller shall refund all monies received for such goods within thirty (30) days after
request is made by Buyer in writing and received by Seller. Notice is considered to have
been received upon hand delivery, or otherwise in accordance with Section 29.0 of these
terms and conditions. Failure to make such refund shall constitute breach and cause this
contract to terminate immediately
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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 perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Seller, and is licensed and provided to the Buyer for its sole use for purposes under this
Agreement and any attached work orders or invoices. The City may not use or share this
software without permission of the Seller; however Buyer may make copies of the software
expressly for backup purposes.
18.0 INTENTIONALLY OMITTED.
18.1 INTENTIONALLY OMITTED.
18.2 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.
19.0 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 breaches any of the terms hereof, and fails
to cure such breach within thirty (30) days from the date Seller receives notice of such
default. Such right of cancellation is in addition to and not in lieu of any other remedies,
which Buyer may have in law or equity.
20.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in
whole or in part by Buyer, for the Buyer's convenience, at any time following the
expiration of thirty (30) days from the date upon which Buyer delivers to Seller 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.
21.0 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 that is not either (1) an affiliate of
Seller, or (2) a successor in interest of Seller, without the express written consent of Buyer.
Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph.
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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.
22.0 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.
23.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
24.0 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. Whenever a term defined by the Uniform Commercial Code (UCC) is used in
this Agreement, the definition contained in the UCC shall control. In the event of a conflict
between the contract documents, the order of precedence shall be these Standard Terms and
Conditions, and the Seller's Quote.
25.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant
County, Texas. This contract shall be governed, construed and enforced under the laws of
the State of Texas.
26.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(s) and not as an officer, agent,
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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 subvendors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees, vendors and subvendors.
27.0 LIABILITY AND INDEMNIFICATION.
27.1 INTENTIONALLY OMITTED.
27.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO
REFERRED TO AS BUYER), ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD -PARTY
CLAIMS OR LAWSUITS OF ANY HIND 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,
SUBVENDOR(S)S, SERVANTS OR EMPLOYEES, PROVIDED THAT BUYER
PROVIDES SELLER PROMPT NOTICE OF ALL SUCH CLAIMS, SELLER IS
ACCORDED THE OPPORTUNITY TO CONTROL THE DEFENSE AND
SETTLEMENT OF THE SAME, AND BUYER PROVIDES REASONABLE
SUPPORT THROUGHOUT THE DEFENSE AND SETTLEMENT PROCESS.
28.0 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.
29.0 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.
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30.0 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,
addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas
Street, Fort Worth, Texas 76102. Notices to Seller shall be conclusively determined to
have been delivered three (3) business days following the day such notice is deposited in
the United States mail, in a sealed envelope with sufficient postage attached, addressed to
the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via
express courier or hand delivery, notice is considered received upon delivery.
31.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article III,
Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986),
as amended, and Seller hereby covenants and agrees that Seller, its employees, officers,
agents, vendors or subvendors, have fully complied with all provisions of same and that no
employee, participant, applicant, Vendor(s)or subVendor(s)has been discriminated against
according to the terms of such Ordinance by Seller, its employees, officers, agents,
Vendor(s)or subvendors herein.
32.0 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, and upon request, provide City with copies
of all I-9 forms and supporting eligibility documentation for each employee who performs
work under this Agreement. 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.
33.0 INTENTIONALLY OMITTED.
34.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the
expiration of three (3) years after final payment under this contract, and at no additional
cost to Buyer, and upon execution of a non -disclosure agreement, have access to and the
right to examine and copy any directly pertinent books, computer disks, digital files,
documents, papers and records of the Seller involving transactions relating to this contract,
including any and all records maintained pursuant to this Agreement. Seller agrees that the
Buyer shall have access, during normal working hours, to all necessary Seller facilities,
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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.
35.0 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 subvendors 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 subvendors. 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 subvendors against Buyer arising out of Seller's
and/or its subvendor's alleged failure to comply with the above -referenced laws concerning
disability discrimination in the performance of this agreement.
36.0 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
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 dispute shall be resolved through litigation.
Nothing in this section shall be interpreted to prevent either party from seeking injunctive
relief.
37.0 PROHIBITION ON CONTRACTING 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
38.0 INSURANCE REOUIREMENTS
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38.1 Seller shall assume all risk and liability for accidents and damages that may occur
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.
38.2 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. In the event a contract has been bid or executed and the
exclusions are determined to be unacceptable or the City desires additional
insurance coverage, and the City desires the Vendor to obtain such coverage, the
contract price shall be adjusted by the cost of the premium for such additional
coverage plus 10%.
38.2.1 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
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.
38.2.2 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.
38.2.3 Auto Liability Insurance shall be provided as follows:
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$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.
3 8.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of
insurance documenting the required insurance prior to the commencement
of services.
38.2.5 Intentionally omitted.
38.2.6 the City of Fort Worth shall be included as an additional insured under
Pearson's Commercial General Liability Policy.
38.3 ADDITIONAL INSURANCE REQUIREMENTS
38.3.1 Intentionally omitted.
38.3.2 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
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
38.3.3 Any failure on part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirements specified herein.
38.3.4 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
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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.
38.3.5 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.
38.3.6 Intentionally omitted.
38.3.7 City shall not be responsible for the direct payment of insurance premium
costs for Vendor's insurance.
38.3.8 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.
38.3.9 While this agreement is in effect, Vendor shall report, in a timely manner,
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.
38.3.10 Vendor's liability shall not be limited to the specified amounts of
insurance required herein.
Sole Source Purchase Vendor Agreement Page 14 of
Pearson Education, Inc.
EXHIBIT B
VENDOR'S QUOTE
0
Pearson
QuotelProfonna Number. 200803 1 Page 2 of 2
Item Number item Description Quantity Unit Price Discount Tax Line Total
Paramedic Care Principles and Practice Vol 1 & Vol 2
97801382 I0243 [CHANNEL] + MyLab Brady w Pearson eText ACC for 13 463.26 NET 0-Do $6,022.38
Paramedic Care (Adhoc Bundle)
FREIGHT Freight $27390
iM1 ViF — 4 s LJSTOMER MENAGES —
Subtotal Total Other Charges Total Tax Total Due
QUOTEIPROFORMA TOTALS USA US❑ Uso USD
$6,022.38 %278.90 S0.00 $6.301.28
By placing your order, you hereby agree to the Terms and Conditions which govern your purchase:
httpsJlwww.pearson ... �.� R..._ .. _—,.irchasers-temis.html
For questions, please visit our support site at
https:llsupport.pearson.comlgetsupporHsij.,,t _�,,rr'-
Sole Source Purchase Vendor Agreement Page 17 of 28
Pearson Education, Inc.
EXHIBIT C
VENDOR'S SOLE SOURCE JUSTIFICATION LETTER
May 5, 2023
Stephen Stegint
FT WORTH FIRE DEPARTMENT TRAINING
509 W. Felix
Fort Worth TX, 76115
Dear Mr. Stegint,
Thank you for your interest in the Pearson book series Emergency Care with MyLab
Brady access, isbn 9780137288953.
The above title is solely published by Pearson Education and is, therefore, available for
purchase only through Pearson Education.
Please let me know if you have any questions or if I can assist in any way.
Thank you,
Eleanor Bryant
Senior Sales Executive
Pearson Education
Government and Brady Sales
Sole Source Purchase Vendor Agreement Page 18 of 26
Pearson Education, Inc
EXHIBIT D
SOLE SOURCE EXEMPTION FORM
Four ftwm
C IIT OF FORT WORTH
CH.APTER 252 E_XE PTIOIti FORM
Instructions: Fill out the entire farm with detailed fit& matiom Once you bare completed this farm
provide it to the Pufdaasiin atramey for review. The attorney will review the mfortuation you haw
provided to detemnue wliedwr an exemption to Chapter 252's biding requirements is defensible -
If yau are pri W This fD m to prmide to Legal. piease do not provide the Printer porkmi Failure
to provide sufficienr information amy resuk in follrnr up questions and cause a delay in the
attorneys dererniaatiom
R.equestine Department:
Nan& ofCorttract Nlarraeer:
Deparanent s .A�ttome'r.
Item or Senice sought -
Section 1: Geuei-,l Infor-mation
Fire
Brenda Rav
Taylor Paris
n
mice: n
Anticipated Amount: S75.000.00
Vendor: Pearson Education Go%wnment and Brady Sales
Current-PriorAgoemeut far itemsemice: Yes ❑ No
CSC nr Purchase Order; :
Ammml- %50_000.00
Projected M&C: Date: NfA
How will this itemor service be used? ENIS Fire TraimuE Began Paramedic Training for
MedStar and Firefmbters in vane 202 3 and they are iu need of tewh=z rmterml Parmedic Care:
Pnncwles and Practice Vohmie I & 11 with MvLab Bradve access. isbu= 9780138210243
Has your depadmml started a requisition or otbem-ise contacted the Purchasing Divoion related
to obtainine this good+service? Yes ❑ -No M
Page 1 of 6
Sole Source Purchase Vendor Agreement Page 19 of 26
Pearson Education, Inc
If yes, please provide requiis±wn comber or brief explanation of contact vrith
Purchasing Division:
Section ?: CLurned Ems: Justification (Otber than sole sourcel
DOTE - For a claimed sok-source exemption. complete Section 3.
Please indicate the icon -sale -source exec tiara you believe applies to the purchase and pxoAde
mformation to suppM its applicabilAy_ Please refer to the Exemption Primer far detailed
iiJarmation about common exenVWns:
❑ A procurement necessary to pres,m a or prated the public health or safcty of the City
of Port Worths resits;
❑ A procunmi€W necessary because of uufareseen damage to gubhc machinery,
equipment_ orothef pfopeftyr
❑ A procurefor personal- professional or pl. r,= ser%%ces:
❑ A pnxim aimt far work that is ru!—.L1 and paid far by Eh- day as the woik
PrOgreMCK
❑ A purchase of land or a r ht-of way
❑ Pavmg drainage_ street widening_ and other public improvements_ or related matters_ if
at least our -third of the cost is to be paid by or through special assessns levied on
property that will benefit from the impro a s:
❑ A public improwunent project_ already in progress, audKTized by the waters of the
mmcipalfw_ for nhich there is a deficiency of AM& for completing the project m
accordance is-ith the plans and purposes authorized by the voters:
❑ A payment under a co at by w1uch a developer jV.lkiPetes in the construction. of a
public iia p-fw eme:M as pmvided by SubdtgAer C_ Chapter 1 i 2:
❑ Personal property sold_
* at an auction by a state licensed auctkwer;
at a going out of busmess sale held in compliance with Subchapter F,
Chapter 17_ Business & Cnnmvrce Code:
• by a polifical subchviswa of #his sure_ a state agency of this state, or as
entity of the federal go xnanr or
• under an interkxml coutract fix purchasing administered by a
regiom1pimming comrtaissim established imder Chapter 391
en -ices perfnrmed by blind or severely disabled persm:
❑ Goods ptu rased by a mrmw4ahty for subsequent retail sale by the nuumcipalky=
Page2uf6
Sole Source Purchase Vendor Agreement Page 20 of 26
Pearson Education, Inc
❑ El ic9T_ or
❑ Adxrert+ . other than legal notioes.
Please provide details and facts to explain. why you believe the exemption applies to the
purchase. You may also attach documentation to this farm
Section 3: CLaimed Sale -Source Eaemution and Justification
NOTE - For any man-sok-source exeaxphon, complete Section 2.
Please indicate the sole -source exempotron you believe applies to the purchase and provide
infmmatmn to support its applicability Please refer to the Exemption Pruner :by detailed
information about c7onmion exemptic ms
':A proctuertm of items that are available from only one source: including-
* items that are available from onty one smirce because of patents, copyr*h1s.
secret processes. or natural monopolies:
* Elms. nunnsrripts_ or books;
# gas_ water_ and Sher utility senwes:
• caphir replacement parts or wuTcaftnis far equ4m>ent:
• boob papers_ and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a mmmicipal
museum park zoo_ or other facility- to which the organization has provided
sigaifrcaut financial or other benefits;
Haw did you determine that the item or senace is only available from one source?
Research conducted iaa mtemet search and via MOD RFOs resulted in finding only other
,.*homes of the material reuueted_ I mas unable to find �A humes I and II for any other source_
[Vendor has also provided a sale source letter as they print and bindthe books_
Attach screemhots and provide m explanation of any independent research you conducted,
through mbm et searches, searching cooperatives. or discussions -%n others kaowledgeahle on
the subject matter that corroborate that the item is available only from a single source.
Buvboard RFO resulted m no resnan9e and research dome on other CO-Ons found no sources for
these materials. Usius ISBN- Title and tmrious combinations. I could not find these volumes wdh
anv ors inclndins Amazon
Page 3 of 6
Sole Source Purchase Vendor Agreement Page 21 of 26
Pearson Education, Inc
Did you attach a sole source }ustifxcation letter? X Yes ❑ No
Describe Lbe uaigwness of the item or service (e.g. rompatitnitty or patemf issues_ etc). The
material contained m these volimi s conmr internl mforvaatP m needed in the bea mina of the
paramedic trau mz course which can not be goDoed over. Tte MvLab Bradv allows the
individual users access to online vractice and tesimiz that can be accessed from different mobile
de° im. laatons and commuters. - -
Section T: AttorneT Determination
With the facts provided by the departmeflt_ is the use of the claimed exemption defeusble if tl7e
City'%Tre to be challenged on tths purchase? f g Yes ❑ No.
Was there anything attached to iris farm that wis. relied on in makig this deterzi=tion?
M Yes ❑ No_
If yes, please explain_Sole source letter from vendor.- dated 515123
Was there anything not i rhWed onthis fofm or attached hereto that %�relied on m gulcing this
determination? II Yes X No.
If Yes- pkam explairL
Will the standard tefnns and conditions apply?
Wi 3 the contract require special terms?
Will the contract require revwxv by the department atbrmy'x
AFpiuved By:
aylar Pars! Jessika Williams
Assistant City Af omffy
IR Yes
❑ No.
❑ Yes
Z Rio.
fates
❑No.
Date: 6/ 14 3
Page of 6
Sole Source Purchase Vendor Agreement Page 22 of 26
Pearson Education, Inc
May 5, 1 UL3
Stephen Stegint
FT WORTH FIRE DEPARTMENT TRAINING
509 W. Fe1ix
Fort Worth TX, 76115
Dear Mr. Stegint,
Thank you far your interest in the Pearson book seises Paramedic Care: Principles and
Practice with MyLab Brady access, isbn 9780138220243.
The above tine is solely published by Pearson Education and is, therefore, availabae For
purchase only through Pearson Education.
Please let me know if you have any questions or if I can assist in any way.
Thank you,
Eleanor Bryant
Senior Sales Executive
Pearson Education
Government and Brady Sales
Sole Source Purchase Vendor Agreement Page 23 of 26
Pearson Education, Inc
M
&-w
Sole Source Purchase Vendor Agreement Page 24 of 26
Pearson Education, Inc
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 htty://www.ethics.state.tx.us/forms/CIO.Pdf.
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 Page 25 of 26
Pearson Education, Inc
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIO
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176. Local Govemment Cade, Date Reeewad
by avendorwho hasa business relationship as defined by Section 176.001(1-a)with a local
governmental entity and thevendor meets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be. filed. See Section 176.006(a-1 ), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.046, Local
Government Code.An offense under this section is a misdemeanor_
J Name of vendor who has a business relationship with local governmental entity.
Pearson Education
J H Check this box Ifyou are Filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
latter than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer about wham the information !n #tls sectton Is being disclosed.
Name of Officer
This section (item 3 including subparts A, 13, G, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional
pages to this Form CIQ as necessary_
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor?
Yes 101 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the bcal
government officer named in this section AND the taxable income is not received from the local governmental entity?
FlYes 101 No
C. is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
Yes ® No
D. Describe each employment or business and family relationship with the local government officer named in this section.
41
�Geano� �Y�ant
Eleanor Bryant (Ju121, 2i�312:45 CDT) 07/21/2023
Signature of vendor doing business with the governmental entity Gale
Adopted 8/712015
Sole Source Purchase Vendor Agreement Page 26 of 26
Pearson Education, Inc
EXHIBIT F
VENDOR CONTACT INFORMATION
Vendor's Name: PEARSON EDUCATION, INC
Vendor's Local Address: 221 River Street, Hoboken, NJ 07030
Phone: 737-272-1727 Fax:
Email: eleanor.bryant@pearson.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Eleanor Bryant
Phone: 737-272-1727 Fax:
Email: eleanor.bryant@pearson.com
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
uleol - 91-traht Eleanor Bryant
Eleanor Bryant Ju121, 2a`1312:45 CDT)
Signature Printed Name
Sole Source Purchase Vendor Agreement
Pearson Education, Inc
07/21 /2023
Date
Page 27 of 26
EXHIBIT G
VERIFICATION OF SIGNATURE AUTHORITY
PEARSON EDUCATION, INC
PO BOX 409479
ATLANTA, GA 30384-9479
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.
Name: Matthew Kernan
Position: Finance Director
Matthew Kernan (Jul 20, 2023 16:28 MDT)
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name: Joseph
Joseph Marinaro (Jul 21, 2023 09:18 EDT)
Signature
Title: Vice President, Finance
Date: 07/21/2023
Sole Source Purchase Vendor Agreement Page 28 of 26
Pearson Education, Inc