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HomeMy WebLinkAboutContract 60282Oct. 3. 2023 10: 57AM N° 0298 P. 3/34 CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT CSC No. 60282 This Sole Source Purchase Agreement ("Agreement") is entered into by and between Movex Innovation ("Seller") and the City of Fort Worth, ("Buyer" or "City"), a Texas home rule municipal corporation. The Sole Source Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Sole Source Purchase Agreement; 2, Exhibit A — Terms wid Conditions; 3. Exhibit B — Seller's Quote, Scope of Services or Purchase Order; 4. Exhibit C — Seller's Sole Source Justification Letter; 5. Exhibit D — Sole Source Procurement Justification; and 6. Exhibit E — Conflict of Interest Questionnaire. Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, 13, C, ]b or P. and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement and Exhibit A control, Seller will provide Minidozer rentals to City on an as -needed basis. City shall pay Seller in accordance with the fee schedule in Exhibit B and in accordance with the provisions of this Agreement. Total annual payment made under this Agreement by City shall not exceed Ninety -Eight Thousand Dollars ($98,000.00). Seller shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Seller not specified by this Agreement unless City first approves such expenses in writing. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. ACCEPTED AND AGREED: City: By: William Johnson(0 16,202313:07CDT) Name: William Johnson Title: Assistant City Manager Date: 10/16/2023 Seller: By: Name: Fabien Lavoie Title: President Date-, OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Oct, 3, 2023 10 : 57AM N° 0298 P. 4/34 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Lauren Prieur(Oct 4, 202316:35 CDT) Name: Lauxen Prieur Title: TPW Director Approved as to Form and Legality: Name: Jessika Williams Title: Assistant City Attorney Contract Authorization: M&C: Contraet Compliance Mgnager: 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: Name: Traci Akin Title: Sr. Administrative Assistant City Secretary By: Name: Jannette Goodall Title: City Secretary 44444p4�� foRT��add v �O° ° 9-IC �o Pv8 0 a� a a� reza.54pp �Ilpaag9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Oct, 3. 2023 10 : 58AM N' 0298 P. 5/34 Exhibit A. City of Fort Worth Standard Terms and Conditions 1.0 DEFINITION OF RTTVER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subcontractors who act on behalf of various City departments, bodies or agencies. 13 01011 ► 0 V to]► to) ammoul DI q The V'endor(s), consultant, supplier, its officers, agents, servants, employees, vendors and subcontractors, or other provider of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. Tlris Agreement shall begin on the date signed by the Buyer's signatory ("Effective Date") and shall expire on in one year ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Buyer shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to one (1) one-year renewal option(s), at Buyer's sole discretion, I i I► �:11: �► Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by. Buyer are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and this agreement may be released in the event that it is requested. 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 XXV'II, Section 16, City of Fort Worth Charter) Oct, 3. 2023 10: 58AM N' 0298 P. 6/34 1 I , A. \.. 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 resWt in rej ection of delivery, return of goods at the Seller's cost and/or non- payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be, clearly and permanently marked as follows- (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order. number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided, Goods shall be suitably packed to secure lowest transportation costs and to conform, to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists, 8.0 SHIPMENT TINDER RESERVATION PROHIBITEM 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. C....... R e W The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, Oct. 3. 2023 10 ; 58AM N' 0298 P. 7/34 1.1..0 ELAC;F 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 INS1 F,CTrHrS 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, The Buyer shall furnish a tax exemption certificate upon Seller's request. 12.3 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". 14.1 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 Oct, 3. 2023 10 : 58AM N' 0298 P. 8/34 commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof: 15,0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16.0 SAFETY WAfi911ST'Y' 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 (3 0) 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 .:: \ . 1 -51-90-51 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 Buyer 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 WARRANTY AGAINST TNFRTNGF.MF,NT OF TNTF,1jXCT1JAL PROPERTY 18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each Oct, 3, 2023 10:59AM N' 0298 P. 9/34 individually referred to as a "Deliverable" andd collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 18,2 SELLER shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property nights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the Buyer's continued use of the Deliverable(s) hereunder; 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from, Buyer's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER shall have the right to conduct the defense of any such claim, or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate.in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim, or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action, Buyer agrees to give SELLER timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer 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, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a),procure for Buyer 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 Buyer'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 Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER terminate this Agreement, and refund all amounts paid to SELLER by Buyer, subsequent to 'which termination Buyer may seek any and all remedies available to Buyer under law; and Oct. 3. 2023 10: 59AM N' 0298 P. 10/34 18.4 The representations, warranties, and covenants of the parties contained in section 13 through 17 of this Agreement will survive the termination and/or expiration of this Agreement. Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be considered "work(s) made for hire" and will be and remain the exclusive property of the Buyer. To the extent that the Work Product, under applicable law, may not be considered works) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 20.0 CANCVLLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.1 3Yritten Notice, The purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which 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. 21.2 Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Oct, 3, 2023 10:59AM N' 0298 P. 11/34 21.3 Duties and ObliLyations of the parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller, shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer Information or data as a requirement to perform services hereunder, Seller shall return all Buyer provided data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. I ►III \ 1 1 \ No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of 3uyer, Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W- 9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer,shall not be Liable for any penalties, fees or interest resulting therefrom. 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 ply. 1/ 6 1 140MV1 calm This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 JUE AGRELUM 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 thew 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 Oct, 3. 2023 11: 00AM N° 0298 P. 12/34 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 patty has Imowledge 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. 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. 27.0 INDEPENDENT CONTRACTORNS Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. 28.0 T,TABTT,TTY ANT) TNT)FMNTFTCATTON, 28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DA.IV,tAG,E ANVIOR PERSONAL INJURY, ,INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA. USED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES 28.2 GENERAL TNDEUNTFTCATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND D.ETEND BUYER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND Oct, 3, 2023 11: 00AM N' 0298 P. 13/34 ALLPERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED B x THE NEGLiGENTACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR E1V PI0YEES. 28.3 INTELLECTUAL PROP,ERTYINDEAVIFICAT.ION - (a) Seller agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the software and/or documentation in accordance with. this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as Seller bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, Seller shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with Seller in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses .for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Seller shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give Seller timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate Seller's duty to indemnify Buyer 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, Seller shall, at its own expense and as Buyer's sole remedy, either: (a) procure for Buyer 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 Buyer'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 Buyer; or (d) if none of the foregoing alternatives is reasonably available to Seller terminate this Agreement, and refund all amounts paid to Seller by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer under law. 29.0 SEVERA.B)« ITY 0c t, 3. 2023 11 : 00AM N' 0298 P, 14/34 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. 30 FTSCAL FTTNDl NG UM[TATION 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. 0190yelm X2 11136V411C Notices required pursuant to the provisions of this Agreement shall be, conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation ofthe transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of port Worth Attu: Purchasing Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at the same address 32 NON -DI CRTMTNATTnN TO SELLER Movex Innovation Fabien Lavoie, President 403. Avenue de la Montagne Shawinigan, OC G9N OA3, Canada Facsimile: 819-556-3258 Oct, 3, 2023 11: 01 AM N' 0298 P. 15/34 Seller, for itself, its personal, representatives, assigns, subvendors and successors in interest, as part of the consideration herein, agrees that in the performance of Seller's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SRLLRR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVEN,DORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by Buyer, Seller shall provide Buyer with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, VIABILITIES, OR DOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34 HEALTH. SAFETY. AND ENVIRONMENTAL REOUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35 RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal Oct, 3. 2023 11:01 AM N' 0298 P. 16/34 working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/oar expiration of this Agreement. In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subcontractors 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 subcontractors. Seller warrants it will fully comply with AD,A.'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 subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above - referenced lays concerning disability discrimination in the performance of'this agreement. 37 DTSPTTTR 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 parties may submit the matter to non -binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American .Arbitration Association or other applicable rules governing mediation then in effect. If the parties submit the dispute to non- binding mediation and cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. I R-1- "' - I =-",I 40YE"I I JL 56m MF_.T14"1_Q1MVATJ1 -_WMM BRWIX If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Crovemment Code, the Buyer 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 Oc t. 3. 2023 11: 01 AM N' 0298 P. 17/34 of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms is Section 808,001 of the Texas Government Code. By signing this contract, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 39 Prohibition on Bovcottinf lJnerav 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 terra of the contract. The ternis "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. 40 Prohibition on Discrimination .Against Firearm and Ammunitinn Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87thLeg., 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 wiless 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 firearni. entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firoaxm 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 Goverwrient 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) mdll not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 41 TANS JRANCE REO TfREMENTS 41.1 Coverage and Limits (a) Commercial Genmal Liability; $1,000,000 - Each Occurrence Oct. 3. 2023 11: 02AM N° 0298 P. 18/34 $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Seller, its employees, agents, representatives in the course of providing services under this Agreement. ",Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; 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 shall be claims -made, and maintained for the duration, of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 41.2 General Requirements 41.2.1 The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term Buyer shall include its employees, officers, officials, agents, and volunteers in respect to the Oct. 3. 2023 11: 02AM N' 0298 P. 19/34 contracted services. 41.2.2 The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. 41,2.3 A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. Teri (10) days' notice shall be acceptable in the event of non-payment of premium, Notice shall be sent to the Risk Manager, Buyer of .Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. 41.2.4 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- V11 in the current A.M. Best Ivey Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management, 1f the :rating is below that required, written approval of Risk Management is required. 41.2.5Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement, 41.2.6 Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the Buyer prior to 'Vendor proceeding with any work pursuant to this Agreement. Oct, 3, 2023 11: 03AM N° 0298 P. 20/34 Exhibit S — Seller's Quote Oct. 3.2023 11:03AM N° 0298 P. 21/34 Company: Contact: Email: Phone: Address: City: Province/State: Postal code/Zip code: Country: CITY OF FORTH WORTH Teanna Thonipson Tea nna.thom osonna.forlworthtexas.aov 817.392.5422 200 Texas St. Fort Worth, TX USA MINIDOZFk M-27 HS (Monthly rental rate) RENTAL PRICE QUOTATION 76102 Q"ote # : SMMVX201902283YB Revision: 0i Date: Date : 04-Apr-23 Prepared by. Jean -Yves Bade Email; fvbac1e0)movexinnovat1on.CQM Phone. +1 (819) 996-1376 UNTTJ TOTAL QTY PRICE "PRICIE 1 21 $8,500.001 Includes quick attach, standard bucket and wireless remote control, charger, additional battery set and charger SAFETY DEPOSIT REFUNDABLE Shipping fee"' (roundtrip) FLATBED 1 Customs clearance fees & faxes not Included *Shipping quoted price is for information only and not binding until an order has been accepted by Movex in writing. Movex reserves the right to change frelghe shlpping price due to fluctuations In market conditlons. COMMENTS 1500 11 $6,000.001 TOTAL 1 $17,000.001 1500 $6,000.001 The first payment would be $24500 which Includes the 2 months rental safety refundable deposit and flatbed rouncitrip transport. The period of rental will commence when the Equipment is delivered to Customer (proof of delivery) and shall terminate when equipment is returned to the original rental point. It is the responsibility of the Customer to obtain a proof of delivery for the return of equipment which will represent sole evidence of the return of equipment to Movex. Tett (19) days prior to the end of the term of the lease, the Le{see may decide to extend the lease for an additional neriod or alternativelvAncidin to rgtii_rn thq CgS1iRment. Anv failure to nrovide such notice or to return the Equipment by Customer upon the exniration or termination of the Rental Term will. at the sole op_ tion of Movex, constitute a renewal hereof for an additional month. At the end of the rental period, should there be any major parts repair and replacement which were caused by misuse and abuse the associated cost and labor cost will be presented to and charged the rentee. This would not apply to normal wear and tear_ We have included a one 1 day onsite training for training the City of Forth Worth personnel for the operation and maintenace.The travelling expenses, air tickets and renatl car , hotel and meals will be Invoices seperatly once the training Is completed and they will be charged at cost with supporting Invoices with a 10% administration fee. Oct, 3. 2023 11: 03AM N° 0298 P. 22/34 Company: Contact: Email: Phone: Address: City: Province/State: Postal code/Zip code. - Country., TRAINING (OPTION) CITY OF FORTH WORTH Teataoia Thompsoll Tean na. thomoson0fortworthtexas.aov 817.392.5422 200 Texas St. Fort Worth, TX USA On -site training for the operation & maintenance Minimum of 1 day of training + 2 days of travelling time Travelling & lodging expenses TERMS & CONDITIONS RENTAL PRICE QUOTATION Quote # : SMMVX201902283YS Revision; 01 Date : Date : 04-Apr-23 Prepared by; Jean -Yves Bacle ,Emafl: �(��fl7ovexlnnovatlon. com Phone: +1 (819) 996-13Y6 761.02 QTY . UNIT TOTAL PRICE PRICE 31Inlcuded above linclude In above quote COST + 10% Currency: USD Price validity: 90 days Terms of payment: Prior to shlnmegtt First and last rental month payments and roundtrlp shipping fees of $24500 For any subsequent monthly rental payments shall be due on the FIRST DAY of each rental month thereafter. Payment methods: Wire transfer or Credit card* (Visa & Mastercard only) *Administratives fees of 3% are applicable for payments by credit card Shipping terms: zncoterms 2010, FCA Shawinigan, Quebec, CANADA Customer must complete a pre -shipment form prior to shipping (will be provided). Leadtime: 10-15 working days (after reception of purchase order and payment) Equipment on rental fleet availability is on a first arrived, first served basis. Thank you for allowing us to quote on your project Oct, 3, 2023 11:03AM N° 0298 P. 23/34 Exhibit C Sole Source Justification Letter Oct, 3. 2023 11: 03AM N° 0298 P. 24/34 I I•-f I h1 [ )1.1 r7 IJ May 30, 2023 Teanna Thompson, PMP TPW Stormwater Superintendent Street and Storm Water Operations 4100 Columbus Trail Fort Worth, TX. 76133 RE; Sole source provider of All -electric compact Minidozer M-27 HS and its replacement parts Dear Ms. Thompson, This is to confirm that after conducting an in-depth market analysis, we hereby confirm that Movex Innovation Inc. Is the only manufacturer located in North America that manufactures an all -electric Minidozer that is specifically designed for operation in confined areas and low telling (as low as 23 inches in height) and that allows the remote control operation of the Minidozer up to 300 feet inside a concrete tunnel or Box culvert with an emitter and receiver system. The combination of Its rugged design and high resistance electronic and electric hardness (suited for .1760F ambient temperature) with its high speed of 153 feet per minute and its bucket capacity of 0.25 cubic yards makes it an ideal environmental and operator -friendly Minidozer for the cleaning operation of stormwater irrigation box culverts and tunnels, The reason why Movex Innovation all -electric powered Minidozer M-27 was the first and only developed in North America was the very high initial capital investment of $2 million and the 5 years of R & D. Furthermore, it was initially developed for Aluminum Smelters Plant podine basement cleaning operations as well as the Mining Industry for confined areas and under the conveyor belts cleaning operations. Over 40 units of the Minidozer M-48 and M-27 have been shipped to large Multinational and North American Aluminum and Mining companies. We trust that this is complete and remain at your disposal if any further information is required. Truly yours, Fabien Lavoie President Movex Innovation Inc. 403, Ave. de la Montagne, Shawinigan (Qu4bec) G9N OA3 CANADA T: +1 819 538 0376 . C: i nfo(dl m ovexin nova tion.com • www.movexinnovation.com Oct, 3, 2023 11: 03AM N° 0298 P. 25/34 Exhibit D — Sole Source ]Procurement Justification Oct. 3. 2023 11: 04AM N' 0298 P. 26/34 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 r. evi e.Nv the information you have Provided to determine whether an exemption to Chapter 252's bidding requirements is defensible. If you are printing this form to Provide to Legal, please do not Provide the Primer Portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Name of Contract Manager: Department's Attorney: Item or Service sought: Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service: CSC or Purchase Order #. Amount Projected M&C Date: Transportation and Public Works Teanna Thompson Doug Black Rental of Remote Control Loader N $24>500.00 Movex Innovation Yes ® No ❑ CSC No. 54249 $12,300.00 N/.A. How will this item or service be used? Remove the buildup of sediments in the box that prevents CCTV of the box for condition assessment. Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ® No ❑ If yes, please provide requisition number or brief explanation of contact with Purchasing Division: Contacted buyer to inquire about information needed for Sole Soiuce Page 1 of 4 Oct, 3. 2023 11 : 04AM N° 0298 P. 27/34 contract for the rental of the remote control loader. The 252 Exemption Form and Sole Source Agreement template was provided to the division. Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, only complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: ❑ A 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; ❑ A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ 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 frow the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; Ca 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 & Cominerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; Page 2 of 4 0c t, 3. 2023 11: 04AM N° 0298 P, 28/34 ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; O Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. (INSERT DETAILED EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sole -Source Exemption and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions ® *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available fiom one source? Sole source letter from the vendor which states this is to confirm that after conductinv an in- depth market analvsis, we herebv confirm that Movex Innovation Inc. is the only manufacturer located in North America that manufactures an all -electric Minidozer that is mecifically designed for operation in confined areas and low ceiliniz (as low as 23 inches in heip-ht) and that allows the remote, control operation of the Minidozer u_b to 300 feet inside a concrete tunnel or Box culvert with an emitter and receiver system. Page 3 of 4 Oct, 3. 2023 11: 05AM N° 0298 P. 29/34 Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Sole source letter attached states the combination of its rueeed desien and hi& resistance electronic and electric hardness (suited for 176°F ambient temperature) with its hieh speed of 153 feet t)er minute and its bucket capacity of 0.25 cubic yards makes it an ideal environmental and operator -friendly Minidozer for the cleanine omation of stormwater inieatm box culverts and tunnels. No other company offer this. Did you attach a sole source justification letter? O Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Remote skidsteer with the proper size to fit within culverts within'the City of Fort Worth, Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ®yes ONO. Was there anything attached to this form that was relied on in making this detern- ination? ®Yes ❑No. If yes, please explain: The Department attached a sole source letter. Was there anything not included on this form or attached hereto that was relied on in making this determination? If yes, please explain: N/A Will the standard terms and conditions apply? Will the contract require special terms? Will the contract require review by the department attorney? Approved ]By: ere ato-Mensah A .stant City Attorney Dyes ®No. ®Yes ONO. ❑Yes ®No. ®Yes ONO. Date: 07/20/2023 Page 4 of 4 Oct, 3. 2023 11: 05AM N` 0298 P. 30/34 May 30, 2023 Teanna Thompson, PMP TPW Stormwater Superintendent Street and Storm Water Operations 4100 Columbus Trall Fort Worth, TX. 76133 RE., Sole source provider of All -electric compact Minidozer M-27 HS and its replacement parts Dear Ms, Thompson, This Is to confirm that after conducting an in-depth market analysis, we hereby confirm that Movex Innovation Inc. is the only manufacturer located in North America that manufactures an all -electric Minidozer that is specifically designed for operation in confined areas and low ceiling (as low as 23 inches in height) and that allows the remote control operation of the Minidozer up to 300 feet Inside a concrete tunnel or Box culvert with an emitter and receiver system. The combination of its rugged design and high resistance electronic and electric hardness (suited for 1760F ambient temperature) with Its high speed of 153 feet per minute and its bucket capacity of 0.25 cubic yards makes it an ideal environmental and operator -friendly Minidozer for the cleaning operation of stormwater irrigation box culverts and tunnels. The reason why Movex Innovation all -electric powered Minldozer M-27 was the first and only developed in North America was the very high initial capital investment of $2 million and the 5 years of R & D. Furthermore, it was Initially developed for Aluminum Smelters Plant potiine basement cleaning operations as well as the Mining industry for confined areas and under the conveyor belts cleaning operations. Over 40 units of the Minidozer M-48 and M-27 have been shipped to large Multinational and North American Aluminum and Mining companies. We trust that this is complete and remain at your disposal If any further Information is required. Truly yours, Fabien 1-avoie President O� Movex Innovation Inc. 403, Ave. de la Montagne, Shawinigan (Quebec) G9N OA3 CANADA 7: +1 R19 SIR naih • C! Infn(a)mnvaxlnnovarinn.rnm • www.mnvaxlnnovnt1nn.rom Oct, 3. 2023 11: 05AM N' 0298 P, 31/34 Exhibit E - CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeps 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 lave, 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 Buyer, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential, agreement with the Buyer. 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 gip://www.ethics.state.tx.us/foarms/CIO.gd 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 Buyer, state Seller name in the# 1, use N/A in each of the areas on the form. However, a signature is required in the 94 box in all cases. CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176,006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. ,C///l J Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. r J1l? Name of Officer Aj Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? 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 or a family member of the officer AND the taxable income is not received from the local governmental entity? F]Yes F—/] No IJ Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. W 14 61 ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 71 103 Signalufe o ve6 r dolhg business with the governmental entity ate Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Oct, 3. 2023 11: 06AM N° 0298 P. 33/34 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state_tx_us/ bocs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code � 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency_ Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: �Yy (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (I) a contract between the local governmental entity and vendor has been executed; or (H) the local governmental entity Is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 In the 12-month period preceding the date the officer becomes aware that: (1) a contract between the local governmental entity and vendor has been executed; or (H) the local governmental entity Is considering entering into a contract with the vendor. Local Government Code 4176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a famlly relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a requestfor proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commisslon www.ethics.siate.tx.us Revised 1/1/2021 Oct, 3. 2023 11: 06AM N' 0298 P. 34/34 SELLER CONTACT INFORMATION Seller's Name: IVI M C? va Aa-) 61/ , , Seller's Local Address: /-/0S AIQvlafe- tC2.... Rai Phone: ��%" 5 ,�8 - 0 j.36 Fax: Email: Name of Person to contact when placing an order or invoice questions: Name/Title: �^^ f�d��'J1�.� �[/I�SL��t� ��rc.S%i1�.�t_ �!LU'i(�- C��'LGr G'�jrG✓�!� ��l�i'�.-. Phone: —61 7" -o a-(o k ���� Fax: Email: � WJ fV l [;UG�x �vlli2 C) ✓(� �1 L�/1- (Q c�-� Name/Title: I lU , l (A �1/) (a (lo,e, I B us i'it6s Phone: 0�-Ao F,maii: UUe 100wv) I N"r--et,-kw-- Fax: Name/Title: ivCOcu ` J r� x Fax: Email: o 6' M(I/* i "no\ a AW . r ok" ')ea3 Il0& 2-- Printed Name Date FORT WORTH Routing and Transmittal Slip TPW Streets and Stormwater Operations DOCUMENT TITLE: M&C: CPN CSO DOC# Remarks: The Sole Source Purchase agreement is to establish a contract between the City of Fort Worth and Movex Innovation for minidozer rentals. t INITIALS DATE OUT DATE to 1S Reviewer:10/04/2023 1. Jessica Dean, TPW 74'�— 10/04/23 2. Lane Zarate, TPW � 10/04/23 3. Lauren Prieur, TPW LLP 10/04/23 4. Traci Akin, TPW 7,;F 10/05/23 5. Jessika Willliams, Legal »� 10/05/23 6. William Johnson, CMO 14- 10/16/23 7. Ronald Gonzales, CS Office K KC 10/16/23 8. Jannette Goodall, CS Office 10/16/23 9. Allison Tidwell, CS Office 10/17/23 DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: ❑ Yes X No SAME DAY: ❑ Yes X No NEXT DAY: ❑ Yes X No ROUTING TO CSO: X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Please call Traci Akin at ext. 5193 for pick up when completed. Thank you.