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HomeMy WebLinkAboutContract 59049-R1CSC No. 59049-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 12, 2023 C. P. A.T. Distribution, Inc. Attn: Curtis McCart, President/ CEO 24635 1st Avenue Murrieta, CA 92562 Re: Contract Renewal Notice Contract No. CSC No. 59049 (the "Contract") Renewal Term No. l: February 01, 2024 to January 31, 2025 The above referenced Contract with the City of Fort Worth expires on January 31, 2024 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http:.1/fortworthtexas.gov;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. Sincerely, Katva Flores Sr. Admin Assistant K.atva.Flores(&fortworthtexas.gov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Pagel of 3 ACCEPTED AND AGREED: CITY OF FORT WORTH tia"-A — By Valerie Washington (Oct 23, 2023 09:42 CDT) Name: Valerie Washington Title: Assistant Citv Manager Date: OCt 23, 2023 APPROVAL RECOMMENDED ByJ s Davis Oct 20, 2023 12:02 EDT) Name: Jim Davis Title: Fire Chief ATTEST: QaLn,ns�a, By: /VI Name: Jannette Goodall Title: Citv Secretary 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. Oct 16, 2023 08:31 CDT) By: B Name: Brenda Rav Title: Fire Purchasing Manaaer APPROVED AS TO FORM AND LEGALITY: WS�� By Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD - CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 C. P. A.T. Distribution. Inc. By: "I -- Name: Curtis McCart Title: President / CEO Contract Renewal Page 3 of 3 City Secretary Contract No. 59049 SOLE SOURCE AGREEMENT 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 CPAT Distribution, Inc ("Vendor"), a California Corporation and 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; 3. Exhibit B — Price Schedule; 4. Exhibit C — Sole Source Justification Letter 5. Exhibit D — Verification of Signature Authority Form, 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. Vendor will provide City with CPAT equipment as per the specifications of the IAFF/IAFC Fire Services Joint Labor Management Candidate Physical Ability Test ("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 February 1, 2023 ("Effective Date") and expires on January 31, 2024 ("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 up to one (1) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 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 Twenty -Five Thousand and no/100 Dollars ($25,000.00). 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. Termination. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Sole Source Agreement Page 1 of 0 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-annro-oriation 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. ) ght 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, Vendor Sole Source Agreement Page 2 of 19 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. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING 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 COLENANTS 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 (INCLUDING ALLEGED 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 Vendor Sole Source Agreement Page 3 of 19 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. 9. Assignment and Subcontracting. 9.1 Assignment. 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. Vendor Sole Source Agreement Page 4 of 19 10. Compliance with Laws, Ordinances., Rules and Regulations. 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. 11. 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. 12. 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: To VENDOR: City of Fort Worth C.P.A.T. DISTRIBUTION, INC. Attn: Valerie Washington, Assistant City Manager Curtis McCart, President/CEO 200 Texas Street 24635 1st Avenue Fort Worth, TX 76102-6314 Murrieta, CA 92562 Facsimile: (817) 392-8654 Facsimile: 844-973-7874 With copy to Fort Worth City Attorney's Office at same address 13. Solicitation of Emulovees. 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. Vendor Sole Source Agreement Page 5 of 19 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. 14. 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. 15. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise anv 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. 16. 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 Conn for the Northern District of Texas, Fort Worth Division. 17. 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. 18. Force Maieure. 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 Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determinedby 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. 19. 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. 20. Review of Counsel. The parties aclmowledge 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. 21. 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. 22. Counterparts. This Agreement may be executed in one or more counterparts and each Vendor Sole Source Agreement Page 6 of 19 counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 23. 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. 24. 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, willhave the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. 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. 26. Signature Authority. 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. 27. Change in Comvanv 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. Vendor Sole Source Agreement Page 7 of 19 28. 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. 29. Prohibition on Boycotting 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. 30. 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. 31. 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. 32. 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. Vendor Sole Source Agreement Page 8 of 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Valerie Washington (Mar 13, 202313:34 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Mar 13, 2023 APPROVAL RECOMMENDED: By: J&fs Davis (Mar 13,202313:14 CDT) Name: James Davis Title: Fire Chief ATTEST: By: Name: Janette Goodall Title: City Secretary VENDOR: C.P.A.T. DISTRIBUTION, INC. By: Name: Curtis McCart Title: President/CEO Date: _ L 9, , 20 23 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: BMar 13,202310:55 CDT) Name: Brenda Ray Title: Fire Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jeremy Anato-Mensah Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Sole Source Agreement Page 10 of 19 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Vendor will deliver the equipment as listed in Exhibit B. All equipment will be manufactured to the specifications of the IAFF/IAFC Fire Services Joint Labor Management Candidate Physical Ability Test. CPAT Distribution, Inc. (Vendor) will manufacture the Portable Stand for the Forcible Entry Machine. ALCO Machine, Inc. (3`d party Vendor) will manufacture the Forcible Entry Machine and the Calibration Unit which will be delivered by sole source distributor CPAT Distribution, Inc. (Vendor). Vendor Sole Source Agreement Page 11 of 19 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE pl9 a ( i a, PI i "" a a ' ku,ems'9 Wli,4 W ..„.. S rlriel 101 6 85.00 610�00 Sledgehammer NUPLA (being replace 8L (Ap oxt mate Shi ng & anding Charge 1 201_92 201.92 kflbv964S 140S Select Shid Gann 2 t €2 SF, CF, S (package of 12) 1 65.00 65 00 Wwk 6bve&M9dkqn 1 65.00 65.00 1400M Select Shld Cann 2 1t2 SF, CF, M (pa of 12) 1400ASeledSh Gann 2 112 SF, OF, L (package of 12) 1 65.00 6&00 Xi 1 70.00 70:00 1400 XL Leather Palm dove rov ,5"Duck Safety Cuts (package of 12) aL (Apprerxtrrnate 5hi ng & andrsg Charges 1 56,31 50:31 V' 5 520.00 2,600.00 1b. Weighted est:Smat14AFF #950.1115 WqVWV9o14A@dum 5 520=.00 2.1600.00 SMb. Weighted Vesthleditrrn4AFF#950-1120 y wV 5 5$0.00 2,650.00 9b. Weighted Vest1arge-IAFF 950-112 voiNKMO 16 175.00 2,800.00 ;strider tvi4"elgh%,1AFF # 50.1000 ;S (Approvrnate Shipp ng andling Charges) 1 404.10 404,10 Rmcbe Ej*y MINWRo 1 6,SM00 0,900.00 Forcible Entry Machine #ALCO-200 00 item rating 1 250.00 2%00 �,. 1 856.37 35f`s:97 ( o=ncate S3hi &.andling Charge U1 1 1080.00 1,080.00 Calibration Unit#ALCt3 craft Item Crating 1 125.00 125.00 �, 1 127.02 127.02 (Approxrmate Shipp ng andgng Charges) 0ANwAted Port" BMW 1 1 700:00 1;700_00 Galvanized Portable Stared for Forcible Entry Machine #fVEWT-500 craft 1 2%00 250.00 Item Crating 8 1 442.75 442:75 (Approx mate ShI ncg . andfing Charge PLEASE NOTE.: FOR LARGE EQUIPMENT, ALL SHIPPING & CRATING IS SUBJECT TO SURCHARGE ON SHIPPING DAY. ESTIMATE FORM MUST BE SIGNED FOR APPROVAL WHEN ORDERING, Vendor Sole Source Agreement SUBTOTAL TAX TOTAL 23,31$.07 W)o $23,319.07 Page 12 of 19 EXHIBIT C SOLE SOURCE EXEMPTION FORM CITY OF FORT FORTH CE"MR 252 EXEMPTION FORM Instructions. Fill out the entire form with detailed information. Once you have completed ibis for , provide it to the Purchasing attorneyforreview. The attomeywill review the information youhave provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this f nm to provide to Legal_ please do not provide the Printerportitm Failure to provide sufficient info€mation may result in follow up questions and cause a delay in the atto 's determination. Section I: General Information Requesting Department. Fare Nam of Contract Manager: Brenda Rav Department's Attorney: Tavlor Paris Item or Service sought. Goods: Service: 0 Anticipated Amount: $25.000.€10 Vendor CPAT Distribution. Inc Current/Phor Agreement for item/service: Yes 0 No TZ CSC or phase Order #: Amount: Projected M&C bate: How will this item or service be used? "This eou n inent will be used for *e Fire Candidate ors cal Ablility Test accordinLy to snecifcations set forth by the LA-FFJiAFCA Fire Service Joint Labor Management_ Has your departrnent stunted a requisition or oilierwise contacted the Purchasing Division. related to obtaining this good/service? Yes Z No Page 2 of 5 Vendor Sole Source Agreement pleaseptowderequisitionnuutber i #- i sffi : t A 1 1contactwith Purchasing L "+ s #€ 24 Claimedt9 ki and Justification(Other than solea, O.. For 1sole-sourceIfii 1 1 1complete Section 3. y. E i1 of k..WoWs residents; ■ F pocurementaE' fa:n . becauseAunforeseendmage10 public madimery. equipment, or other 1wp.'vq. Et for personal, proftsio1... or planning El A procurement work gig perbaned and paid 4forby t' day asthe 1 . fog ` ■ purchase 1 ft or a right-of-way, 0 2 A€ 1 t 83tt 1 iJ _.4 i _ " a f a I 1—if at least ow4bird of the A:is to 4.. paid by or ku-.. VmW assessments+sA on publk 1 tt 1 kt.-ftt project, ' „ 9F in pmp%s, authorized 1 thevoters'k the wmicipalit� hr which there is a deficitacy of fivids for completing the project m accordance tt 1' 1 .kt .tt1 pt 11 ss.. authorized by,tbe voters; i, t st Af::t At t.. : t t 1.' 1f` 1.a t t A- •9. t 11 A. public #.# 1 tten provided by SubchapterChapter ® Pawnal property A. A. anauction 1a state licensedauctioneer, ping out of business held incomplianceA i E, ►te Chapter Business a`CommerceCode; A politicalsubdivision 'tthis state, a state agencyofthis sWoran entityof the federal gpvcuamd, or under es tinterlocalcontract t-.cooperativepurchasing 1.#! t t. bya ' .tiff, 1: .i nin f i1 3.... 4d # '.:3o 11e (. : . {� se k' A-rw Y tl a f !. kf A 1 A "t #.•., '.1d Vendor Sole Source Agreement Please provide deUds and facts to explain, why you believe the exemption applies to the purchase. You may also attach documentation to this form- Secd= 3: Cbimed Sok-Source Exemation and Justification It Ij lit Mo , 1 =14, *A procuremeM ofitems that are available ftm only me source, including- * items that are available from onlyone sourcebecause ofpatenft, �V*i secret processes, or natural monapolies,* a films, manuscripts, or books, * gak water, and otherutilityservices, * captive replacement paM or components br equipment, * books, Papers, and other hibrzy materials for a publk lhalilbWMMY td*wWd available only from the per sons holding exclusive distribution figft foj!. materials-, and * Int111.1gement services proviftl by a nonprofit organization to a museum, paik zoo, or other hcility to which the Organization has P"I"i -, significant financial or other benefits; How did you detemnne that the netu or service is only available from one sourm? Mr.0 I Afi"M-ir-M& I I I k Page 3 of 5 Vendor Sole Source Agreement RSd :r E t M; Y t Y, i.k .4. T. � 4 - I.. M i ;ri re i i 6e i • # Y tt ' it:' -t , UN i,. af.. T. F M M ! M E i :,r 1 i i• w.. :ei M i .,{. it it t° R -i.; f � I_ t• M- t f 16 !.' ;. #I � t 4{# i i t I R ► -' . i' i+ .Mire � i M M i..;r 1. t i i M �. M" ii.' i s t t _t consistencv.and validitv in measunne Dhvsical abilities. M'- events and &MMM between eventsare always the same See t Sole Source 1,ettefs andOuotes- t,t ii" Y.,... i • t"M ! i M".t. Mii,"@➢ Ms` i i' .: €{�-i i!Ii! ti i" i i i�" O , ' Mt i,- Dsai « i OR e ,r,"T axae F-W-WMIWNTa ♦ t,_ t M Mi.. - a ,i >cei.Mt d"-" at -7 i' Mi M •'t ii I. i� eI #1 M"t i;e � M. * ;+i fi ! ! .. !° i If res, please oMlaiw. N/ Will the standard term and conditions apply? 21Yes © No. Page 4 of S Vendor Sole Source Agreement i If Eim�gr-- =,RFMw . �a 2 Vendor Sole Source Agreement 24a5rAwnut, A1UTkb4 TtUmv. $44-973-7874 r7"Oto'Itributionaet December7,2022 Fort Worth Fite Dqartmmt 505 East Mix Stred Fort Worth, TX 76115 DearSherry, 44 C#Amg Brawk & PuR Prop, *a Lailder RabA and Laddar Fnap Bra&o1k. CPAT Divailution, Ift. is 6* sole dLstribolor of the aAll products. an n=mbetwed to do, specificatiow ot*e LAff4AFC Fire Service Joint Labor Manap"mut Cm&da* Pb al Ability Ttit Yew Miffwin Ie put into pMdUCtRMMp=TaV11pt A*4r. Please understand that your test date should not be calculated based on an approximate, delivery date, You need tolet CPAT Distribution know if you a"d it *2rfiar because of 2 test date. It is important to note that CPAT Distribut6u, Inc. wiD progress trill invoices when applicable. CPAT doe; l supply 314 party skipping information. You an liable to pay According to our thwmg charm on the invoice. And, that invoices are a" an or before 30 days of invoice date. Late �—ka�ws a will accrue at 1.50% after 30 aa)s. led TOR If I en answer any que-,hons or emenus, platy comet me at the numbar; hsted 3bov,* or )= rota y alp emu u* at cuaidistributionAftmail'COM I look forward to doing business with you. Signature of aclatowhdgment Vendor Sole Source Agreement Al_GO MACHINE INC. 7351 ADAMS STREET PARAMOUNT, CA, 90723 TEL: 552-634-9664 FAX: 562-272-4819 Thank you for your interest in purchasing the "Forcible Envy Machine an . dCalibration unit".. Atco Machine, IhQ is the sole source manufacturer of these props for the Candice phocal Ability Test. They are approved by the tAFF. The FomibleEntry Machine and Calibration Unit are distributed by CPAT Distribution, Inc. "'They can be contactedat 626-2-9025, by fax at 626-797-9026, or by email at coatdistribuffoo ,=.00M: Vendor Sole Source Agreement EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY C.P.A.T. DISTRIBUTION, INC. 24635 1ST AVENUE MURRIETA, CA 92562 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Nam�CurtisMcCart Signature of President / CEO Other Title: Date: X"'"6ft U , 210 23 Vendor Sole Source Agreement