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HomeMy WebLinkAboutContract 58483-R1CSC No. 58483-RI CITY OF FORT WORTH CONTRACT RENEWAL NOTICE September 13, 2023 Sericore, LLC Attn: Sue Sciandra, Controller 306 Crain Highway South Glen Burnie, MD 21061-4233 Re: Contract Renewal Notice Contract No. CSC No. 58483 (the "Contract") Renewal Term No. 1: November 17, 2023 to November 16, 2024 The above referenced Contract with the City of Fort Worth expires on November 16, 2023 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at httn://fortworthtexas.a_ov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Katya.Flores Sincerely, Katva Flores Sr. Admin Assistant (&fortworthtexas.2ov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 3 ACCEPTED AND AGREED: CITY OF FORT W TH —ij—dLJA,/I,-- By: Valerie Washington (Sep 14, 2023 15:56 CDT) Name: Valerie Washington Title: Assistant Citv Manager Date: Sep 14, 2023 APPROVAL RECOMMENDED: B Y', s Davis(Sep 14, 2023 15:42 CDT) Name: Jim Davis Title: Fire Chief ATTEST: B`` Name: Jannette Goodall Title: Citv Secretary Contract Renewal CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By; Br�rRay (Sep 14, 2023 14:18 CDT) Name: Brenda Rav Title: Fire Purchasina Manaaer APPROVED AS TO FORM AND LEGALITY: By: Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 2 of 3 Sericore, LLC By: 1 u5 � 1�7)� Name: Sue Sciandra Title: Controller Contract Renewal Page 3 of 3 CSC No. 58483 FORT WORTH, SOLE SOURCE AGREEMENT SERICORE, LLC This SOLE SOURCE AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Sericore, LLC. ("Vendor"), a corporation acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services or Goods; 3. Exhibit B — Sole Source Exemption; 4. Exhibit C — Verification of Signature Authority Form. 5. Exhibit D — Conflict of Interest Questionnaire. Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Purchase of goods & Services. ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on date signed by the Assistant City Manager ("Effective Date") and expires one year after ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions for an additional three (3) one-year renewals. 3. Comuensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Fifty Thousand Dollars ($50,000.00) per year. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assimnent. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Comuliance with Laws, Ordinances, Rules and ReLyulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Sericore, LLC 306 Crain Highway South Glen Burnie, MD 21061-4233 14. Solicitation of Emolovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Mai eure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on BovcottinL, Energv Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement, including all attachments and exhibits, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Valerie Washington (Nov 17, 2022 14:22 CST) Name: Valerie Washington Title: Assistant Citv Manager Date: Nov 17, 2022 APPROVAL RECOMMENDED: By: J s Davis 17, 2022 08:57 CST) Name: Jim Davis Title: Fire Chief ATTEST: Tanneffe S. Goodall By: Jannette S. Goodall (Nov 18, 2022 08:01 CST) Name: Jannette Goodall Title: Citv Secretary VENDOR: Sericore, LLC By. 175� �'c � Name: Sue Sciandra Title: Controller Date: 16 November 2022 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Mark Rauscher(Nov 16,202218:15 CST) Name: Mark Rauscher Title: Fire Assistant Director APPROVED AS TO FORM AND LEGALITY: By: Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: M&C: N/A Form 1295• N/A sere 3M Crain FBgrway South Glen Bumie,MID 21061 QwmF an For FortWorth Fire departrnem SOS W Febx Smeel Fort Worth, TX T6i 1 S EXHIBIT A SCOPE OF SERVICES Quotation GATE 1lr-Q= QmUMGn # 22112 Quora3on valid unfa. 1)w0G23 Preoaredby: SueSaandra Comments or Spec ial r .. - .. . Qunfe reflects GSA poring, Reaermnce GSA oonhacf IGS07F077GA. SALESPERSON P.O- NUMBER SHIP DATE SHIP VIA F-O.B- POINT TEFSAS Sue TBD TBD UPS Origin l"i 30 QUA"TY _... UMIT PRICE TAXABLE? AMOUNT t 28b-00019RFIHalf KA IN $ 17,192.96 295'0102SRFIRecahwSpare 10 $ 2,801.81 tJ $ 29a01B10 292-04132mm i r 50 NPT Fre Tip FNng $ 20.96 N $ i pi7-S0 -GRAY 1 Shipping Estimate $ 6216 N $ IJ2$¢ SUBTOTAL $ 46,321.40 TAX RATE O.W% SALES TAX $ OTHER $ - TOTAL $ 46.321.40 EXHIBIT B SOLE SOURCE EXEMPTION FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information_ Once you have completed this form provide it to the Purchasing attorney for review_ The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirernents is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination_ Section 1: cameral ]niarrnation Requesting Department: [Fire Demutrroentl Name of Contract Manager_ [.lames Hortonl Department's Attorney: [Taylor Parisl Item or Service sought: Goodst 1. Service: a Anticipated Amount: [S37,000.001 'vendor: [5ericore Teehnoloaies. LLCI CurrenvPnor Agreement for item/service: Yes 19 No El CSC or Purchase. Order #: NIA Amount: [ S 140.5 76.751 Projected M&C Date: [April 20, 2021 J How will this item or service be used? [_The FWPD SWAT Team voeviously purchased remote fire devices from this vendor in 2021. The Fort Worth Fire Department Bomb Squad also users these remote Eyre devices. The remote fire device is a paired device with a transmitter and receiver electronically connected. The remote fire devices enables the user to intitiate an explosive charge from a safe distance. The advantage for using a remote fire device is that one does not have to have a len2thv amount of fuse, wire or detonation cord on the around to initiate an explosive charge while conducting a render safe orocedure or explosive breach. Alter the Page Iof4 ntial purchase. additional avant funds became availbale that were earmarked for this item. The orieinal purchase agreement waN drafted as a ope time purchase and could not be m-used. I Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information .about common exemptions: Q A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents: A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; Q A procurement for personal, professional, or planning services; Q A procurement for work that is performed and paid for by the clay as the work progresses; A purchase of land or a right-of-way; El Paving drainage., street widening and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; Q A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authori2ed by the voters: Q A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; Personal property sold: • at an auction by a state licensed auctioneer;. • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political �,ut-division of this state, a state agency of this state, or an. entity of the tcdl 2rul government; or • under an inis2rlcical contract for cooperative purchasing administered by a regional punning commission established under Chapter 341; Services performed by blind or severely disabled persons; F1 Goods purchased by a municipality for subsequent retail sale by the municipality; Rage 2 of 4 Q Electricity; or Advertising, other than, legal notices. Please provide details and facts to explain why youu believe the exemption, applies to the purchase_ You may also attach doeutnentation to this foam. [] Sectfan3: Claimed %olettiaurce Exemaiau and ;fusdFiicatiau NDTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase an,l provide information to support its applicability. Please refer to the Exemption Primer t'or &tailed information about common exemptions •A procurement of items that are available from only one source, including; • iierns that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscript&, or books., + gas, water, and other utility services; + captive replacement pans or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials, and • manaMnent services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided sippificant financial or other benefits; How did you determine that the item or service is only available from one source? [The items to be uurchased are restricted to uublic safety bomb wuads and law enforcement Sericore manufactures this sowifie item and because of trade secrets and government restrictions. the item is riot twblicly available. Because the denanment owns this soecific brand of oroduet it must be electronically vaired with this seecifie brand. When additional funds became available. FWPD SWAT and FWFD Bomb Sauad decided to increase their limieed inventory_ 1 Attach screensh.ots. aM provide an explanation of any independent research you conducted, through Internet searches, searelting cooperatives, or discussions with others kft +wledgeable on the subject matter that corroborate that the item is available only from a single source_ [Web research at, httus:lluvww.saadvantaeovladvantaeefwsfcatalrrJurodurt detail?sninz110000725759581 Rage 3 of 4 Did you attach a sole source justification letter? Q Yes E No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). L Sericore Remote Fire Device is a proprietary item only availbel to law enforcement and militaiv with an authorized need. The department previously purchased these items and desires to increase their inventory with additional Brant funds that became available. The devices brand snecific. proprietary and must be linked electronically within the same brand. We are supplementin¢ our existinQ system and the receivers and transmitters have to be brand specific or they will not communicate with our current devices. These items are only manufactured by Sericore. l Section 4. Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? [K Yes Q No. Was there anything attached to this farm that was relied on in makin this determination? Yes ❑ No. If yes, please explain: Sole Source Letter Was there anything not included on this form or attached hereto that was relied on in making this determination? ❑ Yes IR No. If yes, please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION] Will the standard terms and conditions apply [[ Yes ❑ No. Will the contract require special terms? ❑ Yes [K No. Will the contract require review by the department attorney? [K Yes Q No. Approved By: Date: 11110+2022 J to-Mensalh �antty Attorney Page 4 of 4 -1serf SOLE SOURCE STATE RE: SRFI Remote Fire System The Sen€ore Remote Fire Initiator (SRFI) Emergency Resp©nse1aw E nfo r cement System incorporates military standards safety and reliabifty in a ci iian-use•approved federal. state and local law enforcement device. The SRFI demolition response and tactical tool set evolved through federal law enforcement evaluations, feedback and refinements specific to civilian tactical response operations_ The system incorporates a specialized radio system developed with NSA oversight and is optimized for high - noise urban and open range environments_ secure communications over AES rolling encryption. and provides unmatched output power (380V 10 Joules} in a Size Weight and Prsrer (SWAP) reduced ruggedized chassis. The system also provides Night Vision Goggle (NVG;i operations in zero light conditions. `h a SRFI provides the unmatched ability to field -configure devices as necessary. The transmitter can control UP ID 8 receivers at one time, with selective Firing of any or all as Dne shGt. Receiver configuration is customizsd with settings forARM hold time and selective FIRE delay. All configurations are set and Geared by device and any transmitter can be oonfigured to control any receiver. Once paired, CDmmunicabDn utilizes a secured rolling AES encryption scheme with each device. The SRFI system is the only available Law Enforcement device iD undergo Weapons system Explosives Safety Review Board IWSESRBj mandated testing noted below. The system also underwent review through the Software System Safety Technical Review Panel (SSSTRP) and the Fuze and Initiation System Technical Review Panel (FISTRPj. Oualificadans Testing Hazards oT EIeC€ro iagrtetic Radiation to Ordnance (HERO) 2014 MIL -STIR -MG METLABS2013 500.5 Law Pressure (Altilude) 5D1.5 HighTemperalure 5D2.5 Low Teniperature 5D6.5 Rain 5D9.5 Salt Fog 512.5 Immersion 514.6 Vibration {Aircraft, Vehicle, Loose Cargo) 516.6 Shack Electromagnetic Environmental Effects (E3) Uualificauon MSWC DAHLGREM 2DI 3 300 V) ro hnmunity 25kV ESOlminunity Vhs4 EMP Immunity IEC €N 6101313.4.2, Electromagneticcompatrhllity (EMC)-Part 4-L Testing and measurement lechniques- Electrostatic Discharge Immunity Test Features MIL -Spec Chassis, hot -dip Conformal coating:, MIL -Spec top coating. Nbrrnal, backlight and NVG mode display shows individual device status in text AND LEds- 24 hour mission I ife with 2 CR123 batteries- S mile LOS and 1 mile urban radio range - Radio strength of each paired device (in dB) displayed on transmitter. E MaP-Receiverweighrs12ozwithbatteries,Transrhitterweighs8ozwithbatteries- Integrated safety interlocks- Firingtipsupportsboth NIGNELandE-CAPs(noadditional partsoradapter necessary} - Output - 390 Vain 11D idules (3x the typical RFD) The SeriCQFe Remote Fire Initiator {SRFIJ System Kits are required to enhance the safety of the field operations Bomb Technicians and replace the need for firi ng wire and shock tube ignition systems- The covert nature of SRT/SWAT operations require highly -secure two-way communication capabilities that only the SRFI incorporates. ATF Explosives Enforcement Branch and the kluntsville Training Center utilize and train all incoming Bomb Technicianswith this equipment and in te9ting training and field deployment theSRFI is reliable and fulfil Is the ATF mission requirement more effectively than any of her Remote Firing Devices available. 13 APR 2022 Steve Baker Sericore, EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Sericore, LLC 306 Crain Highwav South Glen Burnie, MD 210614233 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Sue Sciandra Position: Controller Buz �'caax�zcc Signature 2. Name: Position: Signature Name: Position: Signature Namc: Signature of President CEO Other Title: President Date: 16 November 2022 EXHIBIT D Conflict of Interest Questionnaire. CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, a4th Leg., Regular Session. This questionnaire is being filed in accordancewith Chapter 176, Local GovemmentCode, by a vendorwho has a business relationship as defined by Section 17&001 (1-a)with a local governmental entity and the vendor meets requirements under Section 176.0136(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 befiled. See Section 17&006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. 11 Name of vendorwho has a business relatlonshlp wlth local governmental entity. J I Check this box Ifyou are Ming an update to a previously filed questionnaire. FORM GIQ OFFICE USE ONLY Data Racalrad (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate_) 3 Name of local government offloerabout whom the information lnthls section Is being disclosed. U Name of Officer This section (item 3 including subparts A, B. 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 CIO as necessary_ A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? F7 Yes F� No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? = Yes = No G_ Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more? = Yes = No D. Describe each employment or business and family relationship with the local government officer named in this section. Signature of vendor doing business with the governmental entity M Adopted 817/2015