HomeMy WebLinkAboutContract 55246-R3CSC No. 55246-R3
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
October 30, 2023
Remotec Inc.
Attn: Cynthia Williams, Contract Administrator
353 J. D. Yarnell Pkwy
Clinton, TN 37716
Re: Contract Renewal Notice
Contract No. CSC No. 55246 (the "Contract")
Renewal Term No. 3: February 1, 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://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,
Katya Flores
Sr. Admin Assistant
Katya.Flores@fortworthtexas.gov
Contract Renewal
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By Valerie Washington (Nov 1, 202315:54 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Nov 1, 2023
APPROVAL RECOMMENDED:
By:
s Davis (Oct 31, 2023 15:10 CDT)
Name: Jim Davis
Title: Fire Chief
ATTEST:
By:
Name: Jannette Goodall
Title: City 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.
By $rRay Oct 31, 2023 13:20 CDT)
Name: Brenda Ray
Title: Fire Purchasing Manager
APPROVED AS TO FORM AND
LEGALITY:
a7�
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
N/A
Contract Renewal
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Remotec Inc
By: t ql1M6 WIUUM
Name: Cynthia Williams
Title: Contract Administrator
Contract Renewal
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 55246-R2
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
November 2, 2022
Remotec Inc.
Attn: Cynthia Williams, Contract Administrator
353 J.D. Yarnell Pkwy
Clinton, TN 37716
Re: Contract Renewal Notice
Contract No. CSC No. 55246-R2 (the "Contract")
Renewal Term No. 2: February 1, 2023 to January 31, 2024
The above referenced Contract with the City of Fort Worth expires on January 31, 2023
(the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the
City. This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://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,
Brenda Ray
Sr. Contract Compliance Specialist
Brenda.ray@fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 1 of 3
CSC No. 55246-R2
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By Valerie Washington (Dec 19, 2022 12:08 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By 7 s Davis (Dec 15, 2022 20:34 CST)
Name: Jim Davis
Title: Fire Chief
ATTEST:
0
Jamegae 60ae
By_Jannette S. Goodall (Dec 19, 2022 13:33 CST)
Name: Jannette Goodall
Title: City 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.
• �n
By: Mark Rauscher (Dec 9, 202215:55 CST)
Name: Mark Rauscher
Title: Assistant Fire Director
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 2 of 3
CSC No. 55246-R2
Remotec Inc.
By &vithb WtL,ry
Name: Cynthia Williams
Title: Contract Administrator
Contract Renewal Page 3 of 3
CSC No. 55246
CSC No. 55246-R1
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
January 6, 2022
Northrop Grumman Systems Corp - Remotec Inc.
Attn: Cynthia Williams, Contract Administrator
353 J.D. Yarnell Pkwy
Clinton, TN 37716
Re: Contract Renewal Notice
Contract No. CSC No. 55246-R1 (the "Contract")
Renewal Term No. 1: February 1, 2022 to January 31, 2023
The above referenced Contract with the City of Fort Worth expires on January 31, 2022
(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://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,
Brenda Ray
Sr. Contract Compliance Specialist
Brenda. ray(a, fortworthtexas, gov
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal
Page 1 of 3
CSC No. 55246
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: Valerie Washington (Jan 18, 2022 11:38 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Jan 18, 2022
APPROVAL RECOMMENDED:
By: Jim Davis
Title: Fire Chief
-s Davis (Jan 10, 2022 13:49 CST)
ATTEST:
1 S_C1c.idaCG
By: Jannette 5. Goodall (Jan 19, 2022 09:42 CST)
Name: Jannette Goodall
Title: City 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.
•
By. Mark Rauscher (Jan 10, 202211:25 CST)
Name: Mark Rauscher
Title: Assistant Fire Director
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Christopher Austria
Title: Assistant Citty Attorney
CONTRACT AUTHORIZATION:
M&C: N/ A
1295: N/ A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 2 of 3
CSC No. 55246
Peraton Inc.
Remotec Inc.
IL I'
By: 1€ t U1Mii
Name: Cynthia Williams
Title: Contract Administrator
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal
Page 3 of 3
CSC No. 55246
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between Northrop
Grumman Systems- Remotec Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule
municipal corporation.
Seller agrees that this 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 and Conditions;
3. Exhibit B — Seller's Quote
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. Furthermore, the total payment amount made under this Sole Source
Purchase Agreement shall not exceed the amount of Twenty -Five Thousand Dollars and Zero Cents
($25,000). Furthermore, the City makes no promise or guarantee of the total amount of work that will
be assigned to Seller under this agreement. Additionally, total payments to Seller during any Renewal
Term shall not exceed the amount of Twenty -Five Thousand Dollars and zero cents ($25,000) in
any given Renewal Term.
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.
[signature page follows]
Sole Source Purchase Agreement — Remotec
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
rage i of Aa
ACCEPTED AND AGREED:
CITY OF FORT WORTH
VaIIri8 Washin on
By: Valerie Washington (Feb 17202111:28 CST)
Name: Valerie Washington
Title: Assistant City Manager
Feb 1, 2021
APPROVAL RECOMMENDED:
J s Davis
By:
28, 202116:13 CST)
Name: James Davis
Title: Chief of Fire
ATTEST:
By:
Name: Mary J. Kayser
Title: City 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.
By: James -Horton (Jan 4S CST)
Name: James Horton
Title: Fire Lt.
APPROVED AS TO FORM AND
LEGALITY:
By; Christopher stria(Feb11,202itor �T)
Name: Christopher Austria
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A - 24089-03-2020 (March 19, 2020)
and 24161-04-2020 (April 7, 2020)
Form Certification No.: N/A
Northrop Grumman Systems Corp
-Remotec Inc.
353 J.D. Yarnell Pkwy.
Clinton, TN 37716
By: (.yn t,(.A,1Ni
Name: `Cynthia Wllliams
Title: Contract Administrator
Sole Source Purchase Agreement — Remotec
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
rage h of ha
EXHIBIT A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subvendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Vendor(s), supplier, Vendor(s)or other provider of goods and/or services, its
officers, agents, servants, employees, vendors and subvendors who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 TERM
3.1 The term of this Agreement will commence upon the last date that both the Buyer and the
Seller have executed this Agreement (the "Effective Date ") and shall continue in full
force and effect until one (1) year after, unless terminated earlier in accordance with the
Provision of this Agreement.
3.2 Buyer shall have the sole right to renew this Agreement for 4 additional one-year
terms. If Buyer desires to exercise an option to renew, Buyer will notify Seller in
writing of its intention to renew. Compensation to be paid during any option term shall
be the same as is stated in the Initial Term, unless agreed to in writing by both parties.
4.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be requested by a
member of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN.
§§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's
proprietary information, the Seller listed in the request will be notified and given an
opportunity to make arguments to the Texas Attomey General's Office (the "AG") regarding
reasons the Seller believes that its information may not lawfully be released. If Seller does not
make arguments or the AG rejects the arguments Seller makes, Seller's information will be
released without penalty to the City.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of
any land, materials, supplies or services, except on behalf of Buyer as an officer or employee.
Any willful violation of this section shall constitute malfeasance in office, and any officer or
employee found guilty thereof shall thereby forfeit his office or position
Sole Source Purchase Agreement — Remotec Page 3 of 28
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter)
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers,
purchase order numbers, or release numbers issued by the Buyer. The only exceptions
are Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing
Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer may
result in rejection of delivery, return of goods at the Seller's cost and/or non-payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Seller's name and address:
(b) Consignee's name, address and purchase order or purchase change order number; (c)
Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the
container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise
provided. Goods shall be suitably packed to secure lowest transportation costs and to conform
to requirements of common carriers and any applicable specifications. Buyer's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance
of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms
are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation
costs in the amount specified in Seller's proposals or actual costs,
whichever is lower, if the quoted delivery terms do not include transportation costs; provided,
Buyer shall have the right to designate what method of transportation shall be used to ship the
goods.
Sole Source Purchase Agreement — Remotec Page 4 of 28
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any,
shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, should be attached to the invoice. Seller shall mail or deliver invoices to
Buyer's Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled "Ship to." Payment shall not be made
until the above instruments have been submitted after delivery and acceptance of the
goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the City's
website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase. In the event Seller breaches this
warranty, the prices of the items shall be reduced to the prices contained in Seller's
proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel
this contract without any liability to Seller for breach or for Seller's actual expense.
Such remedies are in addition to and not in lieu of any other remedies which Buyer may
have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or
selling agency that is maintained by Seller for the purpose of securing business. For
breach or violation of this warranty, Buyer shall have the right, in addition to any other
Sole Source Purchase Agreement — Remotec Page 5 of 28
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 WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by
the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970,
as amended. In the event the product does not conform to OSHA standards, Buyer may return
the product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at
Seller's expense. Where no correction is or can be made, Seller shall refund all monies received
for such goods within thirty (30) days after request is made by Buyer in writing and received by
Seller. Notice is considered to have been received upon hand delivery, or otherwise in
accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall
constitute breach and cause this contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The City may not use or share this software without permission of the
Seller; however Buyer may make copies of the software expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against the
City for infringement of any patent, copyright, trademark, service mark, trade
secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
Sole Source Purchase Agreement — Remotec Page 6 of 28
connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
18.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from City's use of the Deliverable(s), or
any part thereof, in accordance with this Agreement, it being understood that this
agreement to indemnify, defend, settle or pay shall not apply if the City modifies or
misuses the Deliverable(s). So long as SELLER bears the cost and expense of
payment for claims or actions against the City pursuant to this section 8, SELLER
shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with SELLER 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 the City for infringement arising under this Agreement,
the City shall have the sole right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, SELLER shall fully participate and cooperate with the
City in defense of such claim or action. City agrees to give SELLER timely written
notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment
of costs or expenses shall not eliminate SELLER's duty to indemnify the City
under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, SELLER shall, at its own
expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non -infringing Deliverable(s) at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably
available to SELLER, terminate this Agreement, and refund all amounts paid to
SELLER by the City, subsequent to which termination City may seek any and all
remedies available to City under law.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived, made or
suggested by the Seller for the City pursuant to a Work Order, including all such developments
Sole Source Purchase Agreement — Remotec Page 7 of 28
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 City. To the extent that the Work Product, under applicable law, may not be
considered work(s) 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 NETWORK ACCESS
The City owns and operates a computing environment and network (collectively the
"Network"). If Seller requires access, whether onsite or remote, to the City's network to
provide services hereunder, and the Seller is required to utilize the Internet, Intranet, email,
City database, or other network application, Seller shall separately execute the City's Network
Access Agreement prior to providing such services. A copy of the City's standard Network
Access Agreement can be provided upon request.
21.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of
the undelivered portion of this order if Seller 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.
22.0 TERNIINATION
The performance of work or 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 performance of work or the goods to be
purchased under the order is terminated and the date upon which such termination becomes
effective. Such right of termination is in addition to and not in lieu of any other termination
rights of Buyer as set forth herein.
23.0 ASSIGNMENT / DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal
status and transfer of rights, interests, or obligations to another entity. The documents that may
be requested include, but are not limited to, Articles of Incorporation and related amendments,
Sole Source Purchase Agreement — Remotec Page 8 of 28
Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves
the right to withhold all payments to any entity other than Seller, if Seller is not in compliance
with this provision. If Seller fails to provide necessary information in accordance with this
section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom.
24.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part
by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported
by consideration in writing and is signed by the aggrieved party.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
26.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any attachments and exhibits. This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of trade shall be
relevant to supplement or explain any term used in this Agreement. Acceptance of or
acquiescence in a course of performance under this Agreement shall not be relevant to
determine the meaning of this Agreement even though the accepting or acquiescing party has
knowledge of the performance and opportunity for objection. 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.
27.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform
Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue
for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This
contract shall be governed, construed and enforced under the laws of the State of Texas.
28.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(s) and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and sub -
vendors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its
officers, agents, employees, vendors and subvendors. Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees, vendors and subvendors.
Sole Source Purchase Agreement — Remotec Page 9 of 28
29.0 LIABILITY AND INDEMNIFICATION.
29.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE
OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. LIABILITY WILL BE CAPPED AT THE
VALUE OF THE AGREEMENT.
29.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO
REFERRED TO AS BUYER), ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND 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) PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE ACTS OR OMISSIONS OF SELLER, ITS OFFICERS, AGENTS,
SUBVENDOR(S)S, SERVANTS OR EMPLOYEES.
30.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
31.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period
for payments due under this contract, then Buyer will immediately notify Seller of such
occurrence and this contract shall be terminated on the last day of the fiscal period for which
funds have been appropriated without penalty or expense to Buyer of any kind whatsoever,
except to the portions of annual payments herein agreed upon for which funds shall have been
appropriated and budgeted or are otherwise available.
32.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined
to have been delivered three (3) business days following the day such notice is deposited in the
United States mail, in a sealed envelope with sufficient postage attached, addressed to
Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth,
Sole Source Purchase Agreement — Remotec Page 10 of 28
Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three
(3) business days following the day such notice is deposited in the United States mail, in a
sealed envelope with sufficient postage attached, addressed to the address given by Seller in its
response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery,
notice is considered received upon delivery.
33.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article III,
Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as
amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents,
vendors or subvendors, have fully complied with all provisions of same and that no employee,
participant, applicant, Vendor(s)or subVendor(s)has been discriminated against according to
the terms of such Ordinance by Seller, its employees, officers, agents, Vendor(s)or subvendors
herein.
34.0 IMNIIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor
shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Vendor shall complete the Employment Eligibility Verification Form (I-9),
maintain photocopies of all supporting employment eligibility and identity documentation for
all employees, and upon request, provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Vendor
shall establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Vendor shall provide City with a
certification letter that it has complied with the verification requirements required by this
Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of
this provision. City shall have the right to immediately terminate this Agreement for violations
of this provision by Vendor.
35.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
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.
36.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of
three (3) years after final payment under this contract, and at no additional cost to Buyer, have
access to and the right to examine and copy any directly pertinent books, computer disks,
digital files, documents, papers and records of the Seller involving transactions relating to this
Sole Source Purchase Agreement — Remotec Page 11 of 28
contract, including any and all records maintained pursuant to this Agreement. Seller agrees
that the Buyer shall have access, during normal working hours, to all necessary Seller facilities,
and shall be provided adequate and appropriate workspace, in order to conduct audits in
compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of
any copying in accordance with the standards set forth in the Texas Administrative Code. The
Buyer shall give Seller reasonable advance written notice of intended audits, but no less than
ten (10) business days.
37.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its subvendors will not unlawfully discriminate on the
basis of disability in the provision of services to general public, nor in the availability, terms
and/or conditions of employment for applicants for employment with, or employees of Seller or
any of its subvendors. Seller warrants it will fully comply with ADA's provisions and any other
applicable federal, state and local laws concerning disability and will defend, indemnify and
hold Buyer harmless against any claims or allegations asserted by third parties or subvendors
against Buyer arising out of Seller's and/or its subvendor's alleged failure to comply with the
above -referenced laws concerning disability discrimination in the performance of this
agreement.
38.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties
shall first attempt to resolve the matter through this dispute resolution process. The disputing
party shall notify the other party in writing as soon as practicable after discovering the claim,
dispute, or breach. The notice shall state the nature of the dispute and list the parry's specific
reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties
shall make a good faith effort, either through email, mail, phone conference, in person
meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in
question that may arise out of, or in connection with this Agreement. If the parties fail to
resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then
the parties may submit the matter to non -binding mediation upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the
American Arbitration Association or other applicable rules governing mediation then in effect.
If the parties cannot resolve the dispute through mediation, then either party shall have the right
to exercise any and all remedies available under law regarding the dispute.
39.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Seller certifies that Seller's signature provides
Sole Source Purchase Agreement — Remotec Page 12 of 28
written verification to the City that Seller: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract
40.0 INSURANCE REQUIREMENTS
40.1 Seller shall assume all risk and liability for accidents and damages that may occur to
persons or property during the prosecution of work under this Agreement. Seller shall
file with the City of Fort Worth Purchasing Division, prior to the commencement of
services, a certificate of insurance documenting the following required insurance within
five (5) calendar days of notification.
40.2 Policies shall have no exclusions by endorsements which nullify the required lines of
coverage, nor decrease the limits of said coverage unless such endorsements are
approved by the City. In the event a contract has been bid or executed and the
exclusions are determined to be unacceptable or the City desires additional
insurance coverage, and the City desires the Vendor to obtain such coverage, the
contract price shall be adjusted by the cost of the premium for such additional coverage
plus 10%.
40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance
at the following limits:
$100,000 Each Accident
$500,000 Disease — Policy limit
$100,000 Disease — Each Employee This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers' Compensation
Act (Art. 8308 —1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits
for Employers' Liability of
$100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and
$100,000 per disease per employee.
40.2.2 Commercial General Liability Insurance including Explosion, Collapse, and
Underground Coverage shall be provided as follows:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Coverage shall include but not be limited to the following: premises/operations,
independent vendors, products/completed operations, personal injury, and
contractual liability. Insurance shall be provided on an occurrence basis, and as
comprehensive as the current Insurance Services Office (ISO) policy.
Sole Source Purchase Agreement — Remotec Page 13 of 28
40.2.3 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on "Any Auto", defined as
autos owned, hired and non -owned.
40.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of
insurance documenting the required insurance prior to the commencement of
services.
40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty- (30) day
notice of cancellation, material change in coverage, or non -renewal of coverage.
40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth as an
additional insured, as its interests may appear (ATIMA).
40.3 ADDITIONAL INSURANCE REQUIREMENTS
40.3.1 The City, its officers, employees and servants shall be endorsed as an additional
insured on Vendor's insurance policies excepting employer's liability insurance
coverage under Contractor's workers' compensation insurance policy.
40.3.2 Certificates of insurance satisfactory to the City and Worker's Compensation
Affidavit must be received before Vendor can begin work. Failure to supply and
maintain such insurance shall be a breach of contract. Contractor shall provide
complete copies of all insurance policies required by this Agreement.
Certificates of insurance must be supplied to:
Financial Management Services Department
Attention: Purchasing Division SS-
200 Texas Street (Lower Level)
Fort Worth, Texas 76102
40.3.3 Any failure on part of the City to request required insurance documentation shall
not constitute a waiver of the insurance requirements specified herein. Each
insurance policy shall be endorsed to provide the City a minimum 30 days'
notice of cancellation, non- renewal, and/or material change in policy terms or
coverage. A ten (10) day notice shall be acceptable in the event of non-payment
of premium.
40.3.4 Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A: VII or equivalent measure of financial strength
and solvency. Deductible limits, or self -funded retention limits, on each policy
Sole Source Purchase Agreement — Remotec Page 14 of 28
must not exceed $10,000.00 per occurrence unless otherwise approved by the
City.
40.3.5 Other than worker's compensation insurance, in lieu of traditional insurance,
City may consider alternative coverage or risk treatment measures through
insurance pools or risk retention groups. The City must approve in writing any
alternative coverage.
40.3.6 Workers' compensation insurance policy(s) covering employees of the Vendor
shall be endorsed with a waiver of subrogation providing rights of recovery in
favor of the City.
40.3.7 City shall not be responsible for the direct payment of insurance premium costs
for Vendor's insurance.
40.3.8 Vendor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self -funded or commercial coverage
maintained by City shall not be called upon to contribute to loss recovery.
40.3.9 While this agreement is in effect, Vendor shall report, in a timely manner, to the
Purchasing Department any known loss occurrence that could give rise to a
liability claim or lawsuit or which could result in a property loss.
40.3.10 Vendor's liability shall not be limited to the specified amounts of insurance
required herein.
Sole Source Purchase Agreement — Remotec Page 15 of 28
NORTHROP
GRUMMAN
REMOTEC
REMOTEC, INC. SERVICE DEPARTMENT QUOTE
353 J.D. Yarnell Pkwy
Clinton, TN 37716
Phone: (865) 483-1492
Fax: (865) 483-1436
E-mail: RemotecService@NGC.com
Attn: Caylor,Jack
3/31/2020
Terms: Net 30 Days
Prices are F.O.B. Clinton, TN
Delivery: 180 Days After Receipt of Order
Or Sooner
This pricing is valid for 90 days.
ROBOT MODEL: F6/HD
ROBOT SIN: Multiple
QUOTE #: Q-15085
RMA# N/A
CMPNY: Fort Worth Fire Department
ATTN: Fishman. Edward
ADDR: 715 Texas Street
Fort Worth
TX, 76102
PHONE: 817.392.6850 Desk
FAX: (817.392.6855
Email: Edward.Fishman@FortWorthGov.org
PAGE 1 OF 1
ITEM
DESCRIPTION
PART NO.
QTY.
UNIT PRICE
TOTAL PRICE
1
F6 Track
B2400-1013-FT
6
$ 271.00
$ 1,626.00
2
HD Chassis Track
B3860-1013
2
$ 1,331.00
$ 2,662.00
3
HD Articulator Track
B3600-1012
2
$ 302.00
$ 604.00
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
ALL QUOTES REQUIRE APPROVAL
Business Management Approval
EMAIL APPROVAL FROM STEPHANIE BAILEY
Shipping Via:
FedEx $
30.00
TOTAL COST $ 4.922.00
Contracts Approval
(1) Prices listed are for sales in U.S.A. only. Export prices are available upon request.
(2) Add travel, labor and subsistence costs if training is located at customer's facility.
(3) All products have a one-year warranty. Extended Maintenance Contracts are available.
(4) Prices are based upon acceptance of REMOTEC's Terms and Conditions (attached). Any deviation from these conditions may
result in a price increase.
GyxfGcu WiCGiq,rvw
Sole Source Purchase Agreement — Remotec Page 16 of 28
NORTHROP
REMOTEC
GRUMMAN
Attn:
MPNY:
ATTN:
ADDR:
PHONE:
FAX:
Email:
REMOTEC, INC. SERVICE DEPARTMENT QUOTE
353 J.D. Yarnell Pkwy
Clinton, TN 37716
Phone: (865) 483-1492
Fax: (865) 483-1436
E-mail: RemotecService@NGC.com
Wasserman,Rick
Fort Worth Fire Department
Fishman, Edward
715 Texas Street
Fort Worth
TX, 76102
817.392.6850 Desk
(817.392.6855
Edward.Fishman@FortWorthGov.org
PAGE 1 OF 1
8/5/2020
Terms: Net 30 Days
Prices are F.O.B. Clinton, TN
Delivery: 180 Days After Receipt of Order
Or Sooner
This pricing is valid for 90 days.
ROBOT MODEL: F6B
ROBOT S/N: FB16955-01Y000712
QUOTE #: Q-15256
RMA#
ITEM
DESCRIPTION
PART NO.
QTY.
UNIT PRICE
TOTAL PRICE
W
Wrist roll motor
B3860-2421
1
$ 1,100.00
$ 1,100.00
$ -
$ -
Shipping Via:
ALL QUOTES REQUIRE APPROVAL
TOTAL COST $ 1,100.00
Business Management Approval
EMAIL APPROVAL FROM STEPHANIE BAILEY
Contracts Approval
(1) Prices listed are for sales in U.S.A. only. Export prices are available upon request.
(2) Add travel, labor and subsistence costs if training is located at customer's facility.
(3) All products have a one-year warranty. Extended Maintenance Contracts are available.
(4) Prices are based upon acceptance of REMOTEC's Terms and Conditions (attached). Any deviation from these conditions may
result in a price increase.
(5) Pricing does not include any taxes, fees or other related items unless specifically called out.
Sole Source Purchase Agreement — Remotec Page 17 of 28
NORTHROP�
GRUMMAN I
Northrop Grumman Systems Corporation
Remotec
353 JD Yarnell Parkway
Clinton, TN 37716
EDWARD FISHMAN,
FORT WORTH FIRE DEPARTMENT
715 TEXAS STREET
FORT WORTH, TX 76102
817.392.6850
EMAIL: EDWARD.FISHMAN@FORTWORTHGOV.ORG
Sep, 24 2020
Mr. Fishman,
REMOTEC, A Subsidiary of Northrop Grumman, is the sole manufacturer and distributor for the ANDROS family
of Hazardous Duty Robots including the following models/series: FX, Wolverine, Mk V-AI, F6A, F6B, Mini II,
HD, and Titus. Included in that are also all related upgrades, accessories, parts, training, refurbishments and
service. This applies to you in relation to Quote: Q-15256 and Q-15085 for a replacement parts to be used on
your Andros F6a+ serial # FB16955-01Y000712
Our COFDM 5 watt Hybrid Radio System (Part Number C2456-8440) is a Radio System designed and
produced by Remotec exclusively for our mobile robotic platforms and unmanned ground vehicle systems.
(Patent No 7633852)
Our ANDROS Robots are in use by police departments in all 50 states and many different organizations in 52
countries around the world. Some of these organizations include all branches of the U.S. Military, the Federal
Bureau of Investigation and the U.S. Secret Service.
REMOTEC's ANDROS systems have a unique articulated track design, which is patented under U.S. Patent No.
4,746,9n, Patent No. 4,923,831 and Patent No. 5,022,812. REMOTEC is the only manufacturer that offers the
articulated track design.
REMOTEC does not have any product dealers or resellers within the United States. All parts are sold and all
service is performed directly from REMOTEC's facility located In Clinton, Tennessee. If you have any questions,
please feel free to contact me at (865) 483-1492.
The use of any non -approved "After Market" accessories or communication links may limit the warranty or the
ability to obtain an extended warranty on your ANDROS system. This may also limit customer support
capabilities and can also result in additional cost for repairs..
Sincerely,
RICK WASSERMAN
REMOTEC SERVICE DEPARTMENT
353 J. D. YARNELL PARKWAY
CLINTON, TN 37716
PH: 865-483-1492
FAX: 865-483-1436
REMOTECSERVICEc NGC. COM
Sole Source Purchase Agreement — Remotec Page 18 of 28
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding 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: Fire
Name of Contract Manager: James Horton
Department's Attorney:
Item or Service sought:
Goods:
Service: Repair of bomb squad robot and batteries
Anticipated Amount: Approximately S25.000
Vendor: Northrop Grumman Systems Corp- Remotec
Current/Prior Agreement for item/service: Yes No X
CSC or Purchase Order #:
Amount:
Projected M&C Date: N'A
How will this item or service be used? This request is to repair a bomb squad robot that is
approximately 15 years old but still in service. This request will be used to purchase
replacement tracks and fix a wrist motor. Additionally the robot is in need of new batteries in
order to function. The company is still troubleshooting the battery issue and it is not known if
new batteries are needed or if the old batteries can be recalibrated.
Page 1 of 7
Sole Source Purchase Agreement — Remotec Page 19 of 28
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole -source exemption, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
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 from 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;
A payment under a contract by which a developer participates in the construction
of a public improvement as provided by Subchapter C, Chapter 212;
Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political 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;
Goods purchased by a municipality for subsequent retail sale by the municipality;
Electricity; or
Page 2 of 7
Sole Source Purchase Agreement — Remotec Page 20 of 28
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.
This purchase will be used to maintain a bomb squad robot which is necessary for public safety.
In addition this is for repairs to a piece of equipment owned by the city. This equipment is
specialized and proprietary in nature and repairs must be completed by the manufacturer. These
repairs are necessary to maintain a large robot within the bomb squad which is required as part of
our federal NIMS typing.
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
X *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 from one source?
This is a proprietary piece of equipment used by military and public safety bomb squads. We
obtained a letter from the vendor indicating their status a sole source vendor of this item. Repair
of the product with aftermarket parts could void any warranty.
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Sole Source Purchase Agreement — Remotec Page 21 of 28
Attach screenshots and provide an explanation of any independent research you conducted,
through intemet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Did you attach a sole source justification letter? X yes no
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
This is a public safety bomb robot and only available to military and public safety bomb squads
from the manufacturer.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? �/ Yes No.
Was there anything attached to this form that was relied on in making this determination?
✓ Yes No.
If yes, please explain: Sole source letter from vendor
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes ✓ No.
If yes, please explain:
Will the standard terms and conditions apply? ✓ Yes No.
Will the contract require special terms? Yes ✓ No.
Will the contract require review by the department attorney? ✓ Yes No.
Approved By:
T Yfor Paris / Jo Pate
Date:
11.12.2020
Page 4 of 7
Sole Source Purchase Agreement — Remotec Page 22 of 28
Sole Source Purchase Agreement — Remotec Page 23 of 28
Assistant City Attorney
Page 5 of 7
Sole Source Purchase Agreement — Remotec Page 24 of 28
Sole Source Purchase Agreement — Remotec Page 25 of 28
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
1. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first -responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
3. A procurement for personal, professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise defmition
to follow. There is no universal definition of this tern, however, "several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Mmyland Casualty Co. v. Cray Water Co., 160
S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has
also opined that "professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service. A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
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Sole Source Purchase Agreement — Remotec Page 26 of 28
can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
Page 7 of 7
Sole Source Purchase Agreement — Remotec Page 27 of 28
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23. 84th Leg.. Regular Session.
This questionnaire is being Tided in accordance with Chapter 176. Local Government Code.
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.0060j.
By law this questionnaire must' be filedwith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1). Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.0066. Local
Government Code_ An offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
J
Check this box if you are filing an update to a previously filed questionnaire.
OFFICE USE ONLY
mate Receive]
(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 originalhd filed questionnaire was
incomplete or inaccurate.)
Name of local government officer about whom the information In this section is being disclosed.
Name of Officer
This section (item 3 including subparts A. B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code_ Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor?
Yes
No
B. Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
Yes
No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
Yes
No
D. Describe each employment or business and family relationship with the local government officer named in this section.
Signature of vendor doing business with the governmental entity Date
Adopted &:7,20t5
Sole Source Purchase Agreement — Remotec Page 28 of 28