HomeMy WebLinkAboutContract 61139CSC No. 61139
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into between Unmanned Vehicle
Technologies ("Vendor through Sourcewell Contract #011223), and the City of Fort Worth ("City"), a
Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Seller's Quote;
3. Exhibit B — Cooperative Agency Contract-Sourcewell Contract #011223; and
4. Exhibit C — Conflict of Interest Questionnaire.
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part
of this Agreement for all purposes. Vendor agrees to provide City with the services and goods
included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase
Agreement, including all exhibits thereto. If any provisions of the attached Exhibits conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Cooperative Purchase Agreement shall control.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance
with the provisions of this Agreement. Total payment made under this Agreement for the first year
by City shall be an amount up to One Hundred Thousand Dollars and Zero Cents
($100,000.00). Vendor shall not provide any additional items or services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
Scope of Services. Vendor enters into this purchase agreement to provide City with services procured
under the City's procurement process on an as -needed basis ("Services"). Exhibit "A," - Scope of
Services more specifically describes the Services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective
Date") and shall expire on March 24, 2027 to align with Sourcewell Contract #011223 ("Expiration
Date"), unless terminated earlier in accordance with this Agreement. The City shall be able to renew
this agreement for one (1) one-year renewal options by written agreement of the parties.
3. Termination.
3.1. 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
X
3.2. Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated by City
in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall 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.
3.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the
Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall 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 shall 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 shall return all
City provided data to City in a machine-readable format or other format deemed acceptable to
City.
4. Disclosure of Conflicts and Confidential Information.
4.1. 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.
4.2. Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it
shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
4.3. 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 shall
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.
4.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and
shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information
in any way. Vendor shall 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
5. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
6. Independent Contractor. It is expressly understood and agreed that Vendor shall 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 shall have the exclusive right to control the details of its
operations and activities and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of
respondeat superior shall 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 shall be construed as the creation of a partnership or joint enterprise
between City and Vendor. Vendor further understands that City shall in no way be considered a
Co -employer or a Joint employer of Vendor or any individual Vendor places with the City,
including Vendor's officers, agents, servants, employees or subcontractors. Vendor also
recognizes that it shall be responsible for the management of its officers, agents, servants, employees
and subcontractors for any violations of the Vendor's own policies and procedures, which Vendor
represents meet the requirements under the request for proposal for these services.
7. Liability and Indemnification.
7.1. LIABILITY - VENDOR 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 VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
7.Z GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, 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 VENDOR'S BUSINESS AND ANYRESULTING 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
INTENTIONAL AND NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. FURTHER, IN THE
EVENT CITY IS HELD LIABLE AS A JOINT -EMPLOYER OR DETERMINED TO BE A
JOINT -EMPLOYER BY A COURT OF LAW, ADMINISTRATIVE BODY OR SIMILAR
AUTHORITY, VENDOR COVENANTS AND AGREES TO INDEMNIFY CITY FOR ANY
JUDGMENTS, AWARDS, EXPENSES AND COSTS (INCLUDING BUT NOT LIMITED TO
ATTORNEYS FEES) ORDERED AGAINST THE CITY.
7.3. WAIVER OF CLAIMSAS JOINT -EMPLOYER —Vendor hereby disclaims and waives any and
all claims or causes of action against the City with regard to liability or responsibility for
Vendor's obligations as employer with respect to Vendor's employees, including but not limited
to obligations such as payment of workers compensation claims or benefits; compliance with
the Federal Fair Labor Standards Act; payment or furnishing of health, retirement or other
benefits; and responsibility for payment of unemployment insurance or contributions.
7.4. 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 shall 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 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 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 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, Vendor shall 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 shall 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 shall, 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.
8. Assignment and Subcontracting.
8.1. Assignment. Vendor shall 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 shall 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 and
Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
8.2. Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement
with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
9. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
9.1. Coveraae and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 — Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other state
workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An annual
certificate of insurance shall be submitted to City to evidence coverage.
9.2. General Reauirements
(a) The commercial general liability and automobile liability policies shall name City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)
in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall
be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street,
Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key
Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be
delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement.
10. Compliance with Laws, Ordinances, Rules and Reeulations. Vendor agrees that in the performance
of its obligations hereunder, it shall 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. In particular, and
without limiting the generality of the foregoing statement, the Vendor acknowledges and agrees that it
is responsible for compliance with all applicable requirements of the Federal Fair Labor Standards Act,
including but not limited to restrictions regarding number of hours worked per week and payment of
lawfully owed over time and minimum wage. If City notifies Vendor of any violation of such laws,
ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation.
11. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subvendors
and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's
duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,
ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS 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 shall be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,
or (3) received by the other party by United States Mail, certified, return receipt requested, addressed
as follows:
To CITY:
To VENDOR:
City of Fort Worth Unmanned Vehicle Technologies
Attn: William Johnson, Assistant City Manager Attn.: Andrew McKinney, VP, Sales
200 Texas Street 1722 N College Avenue, Suite D
Fort Worth, TX 76102-6314 Fayetteville, Arkansas 72703
Facsimile: (817) 392-8654
Phone: (479) 332-3703
With copy to Fort Worth City Attorney's Office Fax: (806) 681-2010
at same address
13. Solicitation of Emulovees. Vendor shall not, 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 City during the term of this
Agreement, without the prior written consent of the City. Notwithstanding the foregoing, this provision
shall not apply to an employee of City who responds to a general solicitation of advertisement of
employment by Vendor.
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 any right granted herein shall 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 shall 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 shall lie in state courts located in Tarrant County, Texas or the United
States District Court 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 shall 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 determined by the City in its sole discretion. The notice required by this section must be
addressed and delivered in accordance with Section 13 of this Agreement.
19. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,
shall 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 acknowledge that each party and its counsel have reviewed and revised
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or
Exhibits A-D.
21. Amendments / Modifications / Extensions. No amendment, modification, or extension of this
Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
22. Entirety of Agreement. This Agreement, including Exhibits A-D, 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.
23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart
shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and
the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to
generally prevailing industry standards. City must give written notice of any breach of this warranty
within thirty (30) days from the date that the services are completed. In such event, at Vendor's option,
Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that
conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor shall 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 shall provide City with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this Agreement.
Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBVENDORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
26. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers,
procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction
with the services provided under this Agreement (collectively, "Work Product"). Further, City shall 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 shall 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 shall be considered a "work -
made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such
Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the
Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title
and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,
trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without
further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part
of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal
authority to execute this Agreement on behalf of his or her 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(s) or statement of works hereto may be executed accordingly.
Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment or statement of work hereto. Any signature delivered by a party by
facsimile or other electronic transmission (including email transmission of a portable document file
(pdf) or similar image shall be deemed to be an original signature hereto.
28. Change in Companv Name or Ownership. Vendor shall notify City's Purchasing Manager, in
writing, of a company name, ownership, or address change for the purpose of maintaining updated City
records. The president of Vendor or authorized official must sign the letter. A letter indicating changes
in a company name or ownership must be accompanied with supporting legal documentation such as
an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 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, 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 contract.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance with
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the
City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B.
13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract
for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public
funds of the City with a company with 10 or more full-time employees unless the contract contains a
written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B.
19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against
a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or
firearm trade association during the term of this Agreement.
32. Federal Comi liance: Vendor agrees to comply with all federal statutes relating to nondiscrimination,
labor standards, domestic preference and environmental compliance. Additionally, for work to be
performed under the Agreement or subcontract thereof, including procurement of materials or leases of
equipment, Vendor shall notify each potential subcontractor or supplier of the Vendor's federal
compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act
of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b)
Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC
676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which
prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e)
the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination
Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age;
(f) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding
for this Agreement; (g) the requirements of any other nondiscrimination statute(s) which may apply to
this Agreement; (h) applicable provisions of the Davis -Bacon Act under 40 USC § 3141 — 3148, and
the Contract Work Hours and Safety Standards Act under 40 USC § 3701 — 3708; (i) applicable
provisions of the Rights to Invention Made Under Contract or Agreement Act under 37 CFR Part 40 1;
0) applicable provisions of the Clean Air Act under 42 USC § 7401 — 7671, the Energy Federal Water
Pollution Control Act 33 USC § 1251 — 1387, and the Energy Policy Conservation Act under 42 USC
§ 6201; (k) compliance with all Buy America requirements under 23 USC 313 and 23 CFR 635.410,
which require a domestic manufacturing process for any steel or iron products; (1) Compliance with
Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment under 2
CFR §200.216 and §200.471; (m) compliance with federal assistance programs under Executive Order
12549, Debarment and Suspension, which prohibit participation of debarred or suspended or otherwise
excluded from or ineligible vendor or its suppliers using federal funds; (n) compliance with federal
restriction on lobbying expenditures under 2 CFR 200 clauses: (o) consistent with Domestic preferences
for procurements under 2 CFR §200.322, which provide a preference for the purchase, acquisition, or
use of goods, products, or materials produced in the United States as appropriate and to the greatest
extent practicable.
33. 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
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By: William Johnson ( r 18, 202415:09 CDT)
Name: William Johnson
Title: Assistant City Manager
M a r 18, 2024
APPROVAL RECOMMENDED:
By: RobertRobeAlar 13,202414:23 CDT}
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
ATTEST:
�o
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Unmanned Vehicle Technologies
By: A -
Name: Andrew McKinney
Title: VP, Sales
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: X94.4 � ('-&�
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jeremy Anato-Mensah
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
Date: 03/12/2024 CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
AUz4 lvAr T
Invoicing Address:
Forth Worth Police Department
1000 Calvert Street
Fort Worth TX 76107
United States
Shipping Address:
Forth Worth Police Department, Eric Skinner
3900 Barnett Street
Fort Worth TX 76103
United States
t. +1 817-851-6050
Quotation # S0213973
Quotation Date: Expiration:
01/26/2024 05/24/2024
DESCRIPTION
Bluvec Blucase
[160-101-10011 Bluvec Technologies Blucase
Blucase - Bluvec's signature product powered by DSI Gen-2.
Designed as a portable solution for early -warning, drone detection,
identification and location of the drone and the pilot. Blucases's
monitoring data stream enables users to respond in an educated
manner as quickly as possible. The touch screen display features
detailed telemetry data, including the drone model, serial number,
speed, geolocation, latitude and longitude, movemenet of the drone
and pilot's position. Blucases uses the P6000 Sensor with 6KM
Detection range
[160-201-10011 Bluvec Technologies Enterprise Cloud 1-Year
License
1 Year Enterprise Cloud, platform & library upgrades (per sensor)
Unmanned Vehicle Technologies
Tel: +1 844-595-8010
hello@uvt.us
https://www.uvt.us
Forth Worth Police Department, Eric Skinner
3900 Barnett Street
Fort Worth TX 76103
United States
Salesperson:
Daniel Anders
UNIT
QUANTITY PRICE DISC.% TAXES
1.000 33,600.00 5.00
Units
1.000 6,700.00 5.00
Units
1722 N College Avenue Thank you for choosing
Suite D UVT!
Fayetteville AR 72703
United States
AMOUNT
$ 31,920.00
$ 6,365.00
D� U ;; T
UVT Proline Services
[SRV-PLS-1031 UVT ProLine Support Premium
UVT ProLine Support offers you direct access to our technical and
operational support teams. With ProLine Support Premium, this
access is provided 24x7x365 to ensure you always have the
support you need.
[SRV-PL-1041 UVT ProLine Pre -Flight Service
Our ProLine Pre -Flight Service ensures you receive a turnkey system
on day one. This service includes the activation of the hardware and
any included service plans (ex. DJI Care Enterprise) and the
updating and testing of all critical flight components. All ProLine
services are performed in-house by our factory -trained technicians.
Sourcewell Contract
[SRV-1111 Sourcewell Contract - 011223-UNM
UPS Ground
Free Shipping
Total
Unmanned Vehicle Technologies
Tel: +1 844-595-8010
hello@uvt.us
https://www.uvt.us
Subtotal $ 38,285.00
1.000 1,999.00 100.00 $ 0.00
Units
1.000 499.00 100.00 $ 0.00
Units
Subtotal $ 0.00
1.000 0.00 0.00 $ 0.00
Units
1.000 0.00 0.00 $ 0.00
Units
Subtotal $ 0.00
$ 38,285.00
The completion of this transaction via payment, Purchase Order, or electronic signature indicates your acceptance of our
Terms & Conditions, available online at www.uvt.us/terms.
The contents of this document are confidential and proprietary and are intended only for the recipient specified herein. It
is strictly forbidden to share the contents of this document with any third party, without receiving the prior written consent
1722 N College Avenue Thank you for choosing
Suite D UVT!
Fayetteville AR 72703
United States
AUz4 ` , Unmanned Vehicle Technologies
Tel: +1 844-595-8010
hello@uvt.us
https://www.uvt.us
of UVT
Payment terms: Net 30
1722 N College Avenue Thank you for choosing
Suite D UVT!
Fayetteville AR 72703
United States
DocuSign Envelope ID: OA55EFE5-ACDO-4 !3CFB883C
EXHIBIT B 011223-UNM
Sourcewell -PA'
Solicitation Number: 011223
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and Unmanned Vehicle Technologies, LLC, 1722 N. College Ave., Suite D,
Fayetteville, AR 72703 (Supplier).
Sourcewell is a State of Minnesota local government unit and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers
cooperative procurement solutions to government entities. Participation is open to eligible
federal, state/province, and municipal governmental entities, higher education, K-12 education,
nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Unmanned and Remotely Operated Vehicle Systems
with Related Technology and Services from which Supplier was awarded a contract.
Supplier desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts
(Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires March 24, 2027, unless it is
cancelled sooner pursuant to Article 22. This Contract may be extended one additional year
upon the request of Sourcewell and written agreement by Supplier.
C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all
payment obligations incurred prior to expiration or termination will survive, as will the
following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All
other rights will cease upon expiration or termination of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or
Services as stated in its Proposal submitted under the Solicitation Number listed above.
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Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated
into this Contract.
All Equipment and Products provided under this Contract must be new and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated
in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance,
Equipment or Products must be delivered as operational to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.
B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free
from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will
perform in accordance with the ordinary use for which they are intended. Supplier's dealers
and distributors must agree to assist the Participating Entity in reaching a resolution in any
dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends
beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout
the Contract term, Supplier must provide to Sourcewell a current means to validate or
authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment,
Products, and Services offered under this Contract, which will be incorporated into this
Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most
current information.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price
stated in Supplier's Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a
Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered
Equipment, Products, and Services that are operational for their intended purpose, and
includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated
with any purchase option of the Equipment, Products, or Services must always be disclosed in
the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly
packaged. Damaged Equipment and Products may be rejected. If the damage is not readily
apparent at the time of delivery, Supplier must permit the Equipment and Products to be
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returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery. In the event of the delivery of nonconforming
Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and
the Supplier will replace nonconforming Equipment and Products with conforming Equipment
and Products that are acceptable to the Participating Entity.
Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive
in a defective or inoperable condition.
Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally
delivers substandard or inferior Equipment or Products.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax -
exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-
exempt entity.
C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to
Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed
from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined
in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any
time. All requests must be made in writing by submitting a signed Sourcewell Price and Product
Change Request Form to the assigned Sourcewell Supplier Development Administrator. This
approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change;
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• Individually list all Equipment, Products, or Services affected by the requested change,
along with the requested change (e.g., addition, deletion, price change); and
• Include a complete restatement of pricing documentation in Microsoft Excel with the
effective date of the modified pricing, or product addition or deletion. The new pricing
restatement must include all Equipment, Products, and Services offered, even for those
items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Request Form will become an amendment
to this Contract and will be incorporated by reference.
S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and
nonprofit entities across the United States and Canada; such as federal, state/province,
municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally
access the Equipment, Products, or Services under this Contract. A Participating Entity's
authority to access this Contract is determined through its cooperative purchasing, interlocal,
or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service
Member of Sourcewell during such time of access. Supplier understands that a Participating
Entity's use of this Contract is at the Participating Entity's sole convenience and Participating
Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use
eligibility requirements and documentation and will encourage potential participating entities
to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its
roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government -
owned facilities, including schools. Supplier's employees and agents must conduct themselves
in a professional manner while on the premises, and in accordance with Participating Entity
policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under
this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this
Contract; however, order flow and procedure will be developed jointly between Sourcewell and
Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized
subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it
may use its own forms, but the purchase order should clearly note the applicable Sourcewell
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contract number. All Participating Entity orders under this Contract must be issued prior to
expiration or cancellation of this Contract; however, Supplier performance, Participating Entity
payment obligations, and any applicable warranty periods or other Supplier or Participating
Entity obligations may extend beyond the term of this Contract.
Supplier's acceptable forms of payment are included in its attached Proposal. Participating
Entities will be solely responsible for payment and Sourcewell will have no liability for any
unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and
conditions to a purchase order, or other required transaction documentation, may be
negotiated between a Participating Entity and Supplier, such as job or industry -specific
requirements, legal requirements (e.g., affirmative action or immigration status requirements),
or specific local policy requirements. Some Participating Entities may require the use of a
Participating Addendum, the terms of which will be negotiated directly between the
Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as
applicable. Any negotiated additional terms and conditions must never be less favorable to the
Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements not addressed in this Contract (such as e-
commerce specifications, specialized delivery requirements, or other specifications and
requirements), the Participating Entity and the Supplier may enter into a separate, standalone
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not
be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or
in part, immediately upon notice to Supplier in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body
at levels sufficient to pay for the equipment, products, or services to be purchased; or
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the
Participating Entity's requirements.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a
Participating Entity's order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to
Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:
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• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and
• Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to Participating Entities,
pricing and contract terms, administrative fees, sales data reports, performance issues, supply
issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a
contract sales activity report (Report) to the Sourcewell Supplier Development Administrator
assigned to this Contract. Reports are due no later than 45 days after the end of each calendar
quarter. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were
made).
The Report must contain the following fields:
• Participating Entity Name (e.g., City of Staples Highway Department);
• Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number;
• Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Supplier will pay a 1% administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Participating Entities. The Administrative Fee must be included in, and not
added to, the pricing. Supplier may not charge Participating Entities more than the contracted
price to offset the Administrative Fee.
The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated
in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased
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by Participating Entities under this Contract during each calendar quarter. Payments should
note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be
mailed to the address above "Attn: Accounts Receivable" or remitted electronically to
Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments
must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to
ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in
any subsequent solicitation. In the event this Contract is cancelled by either party prior to the
Contract's expiration date, the administrative fee payment will be due no more than 30 days
from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Supplier's Authorized Representative is the person named in the Supplier's Proposal. If
Supplier's Authorized Representative changes at any time during this Contract, Supplier must
promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records,
documents, and accounting procedures and practices relevant to this Contract are subject to
examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the
end of this Contract. This clause extends to Participating Entities as it relates to business
conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under
this Contract without the prior written consent of the other party and a fully executed
assignment agreement. Such consent will not be unreasonably withheld. Any prohibited
assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been duly executed by the parties.
D. WAIVER. Failure by either party to take action or assert any right under this Contract will
not be deemed a waiver of such right in the event of the continuation or repetition of the
circumstances giving rise to such right. Any such waiver must be in writing and signed by the
parties.
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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the
parties. No other understanding regarding this Contract, whether written or oral, may be used
to bind either party. For any conflict between the attached Proposal and the terms set out in
Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
respective businesses. This Contract does not create a partnership, joint venture, or any other
relationship such as master -servant, or principal -agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities,
including their agents and employees, harmless from any claims or causes of action, including
attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or
omission in the performance of this Contract by the Supplier or its agents or employees; this
indemnification includes injury or death to person(s) or property alleged to have been caused
by some defect in the Equipment, Products, or Services under this Contract to the extent the
Equipment, Product, or Service has been used according to its specifications. Sourcewell's
responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota
Statutes Chapter 466) and other applicable law.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, maintained, or
disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and
license to use the trademark(s) provided to Supplier by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell's relationship with
Supplier.
b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and
license to use Supplier's trademarks in advertising and promotional materials for the
purpose of marketing Supplier's relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right
of each party to grant sublicenses to their respective subsidiaries, distributors, dealers,
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resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in
advertising and promotional materials for the purpose of marketing the Parties' relationship
to Participating Entities. Any sublicense granted will be subject to the terms and conditions
of this Article. Each party will be responsible for any breach of this Article by any of their
respective sublicensees.
3. Use, Quality Control.
a. Neither party may alter the other party's trademarks from the form provided
and must comply with removal requests as to specific uses of its trademarks or
logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the
other party's trademarks only in good faith and in a dignified manner consistent with
such party's use of the trademarks. Upon written notice to the breaching party, the
breaching party has 30 days of the date of the written notice to cure the breach or
the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including
Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites,
and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed
catalog of suppliers which may be used until the next printing). Supplier must return all
marketing and promotional materials, including signage, provided by Sourcewell, or dispose
of it according to Sourcewell's written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Supplier individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be
approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development
Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment,
Products, or Services.
14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue
for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate
state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
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15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party's reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal,
unenforceable, or void then both parties will be relieved from all obligations arising from that
provision. If the remainder of this Contract is capable of being performed, it will not be affected
by such determination or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and
work in good faith to resolve such dispute within a reasonable period of time. If necessary,
Sourcewell and the Supplier will jointly develop a short briefing document that describes
the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified
above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher
level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the
Supplier must continue without delay to carry out all of its responsibilities under the
Contract that are not affected by the dispute. If the Supplier fails to continue without delay
to perform its responsibilities under the Contract, in the accomplishment of all undisputed
work, the Supplier will bear any additional costs incurred by Sourcewell and/or its
Participating Entities as a result of such failure to proceed.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract,
or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
The party claiming default must provide written notice of the default, with 30 calendar days to
cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated
or other damages. If the default remains after the opportunity for cure, the non -defaulting
party may:
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• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the
Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect
at all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better,
with coverage and limits of insurance not less than the following:
1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Supplier will maintain insurance covering its
operations, with coverage on an occurrence basis, and must be subject to terms no less
broad than the Insurance Services Office ("ISO") Commercial General Liability Form
CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include
liability arising from premises, operations, bodily injury and property damage,
independent contractors, products -completed operations including construction defect,
contractual liability, blanket contractual liability, and personal injury and advertising
injury. All required limits, terms and conditions of coverage must be maintained during
the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage
$1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability -completed operations
$2,000,000 general aggregate
3. Umbrella Insurance. During the term of this Contract, Supplier will maintain
umbrella coverage over Employer's Liability, Commercial General Liability, and
Commercial Automobile.
Minimum Limits:
$2,000,000
4. Network Security and Privacy Liability Insurance. During the term of this Contract,
Supplier will maintain coverage for network security and privacy liability. The coverage
may be endorsed on another form of liability coverage or written on a standalone
policy. The insurance must cover claims which may arise from failure of Supplier's
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security resulting in, but not limited to, computer attacks, unauthorized access,
disclosure of not public data — including but not limited to, confidential or private
information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must
furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this
Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must
be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide
certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in
this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Supplier's commercial
general liability insurance policy with respect to liability arising out of activities, "operations," or
"work" performed by or on behalf of Supplier, and products and completed operations of
Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Supplier or its subcontractors. The waiver must apply to all
deductibles and/or self -insured retentions applicable to the required or any other insurance
maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must
require similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this
Contract can be met by either providing a primary policy or in combination with
umbrella/excess liability policy(ies), or self -insured retention.
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19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal,
state/provincial, and local licenses, bonds, and permits required for the operation of the
business that the Supplier conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. If at any time during
this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in
writing.
Supplier certifies and warrants that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian
government, as applicable; or any Participating Entity. Supplier certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Supplier further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or
services from this Contract may be subject to additional requirements including the
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional
requirements based on specific funding source terms or conditions. Within this Article, all
references to "federal" should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier's Equipment,
Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing
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regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated
herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non-
federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. §
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5,
"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The non-federal entity must report all suspected or reported violations to
the federal awarding agency. The contracts must also include a provision for compliance with
the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor
regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-federal entity must report
all suspected or reported violations to the federal awarding agency. Supplier must be in
compliance with all applicable Davis -Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where
applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence. This provision is
hereby incorporated by reference into this Contract. Supplier certifies that during the term of
an award for all contracts by Sourcewell resulting from this procurement process, Supplier must
comply with applicable requirements as referenced above.
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D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award
meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or subrecipient
must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency. Supplier
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Supplier must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require
the non-federal award to agree to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Supplier certifies that during the term of this Contract will comply with applicable requirements
as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
(see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.
§180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3
C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file
any required certifications. Suppliers must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Suppliers must file all certifications and
disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31
U.S.C. § 1352).
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H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with
the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies
that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier
must comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply
with all applicable provisions of the Buy American Act. Purchases made in accordance with the
Buy American Act must follow the applicable procurement rules calling for free and open
competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized
representatives of a federal agency must have access to any books, documents, papers and
records of Supplier that are directly pertinent to Supplier's discharge of its obligations under
this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The
right also includes timely and reasonable access to Supplier's personnel for the purpose of
interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is
a state agency or agency of a political subdivision of a state and its contractors must comply
with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the
value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring
solid waste management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or
reproductions of flags or likenesses of Federal agency officials without specific pre -approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to
this Contract or any purchase by a Participating Entity and is not subject to any obligations or
liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter
resulting from the Contract or any purchase by an authorized user.
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O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The
Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and
Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a
Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any
federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit
disallowance, and benefit overpayments.
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services,
Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to
the anticipated work under this Contract raises an actual or potential conflict of interest (as
described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in
writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and
Participating Entity are able to assess the actual or potential conflict; and provide any additional
information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources
and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR
EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it
will comply with applicable requirements of 2 C.F.R. § 200.216.
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies
that during the term of this Contract will comply with applicable requirements of 2 C.F.R. §
200.322.
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60
days' written notice to the other party. However, Sourcewell may cancel this Contract
immediately upon discovery of a material defect in any certification made in Supplier's
Proposal. Cancellation of this Contract does not relieve either party of financial, product, or
service obligations incurred or accrued prior to cancellation.
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Sourcewell
DocuSigned by:
.may
By: COFD2A139DO6489 .
Jeremy Schwartz
Title: Chief Procurement Officer
3/27/2023 1 2:58 PM CDT
Date:
Approved:
DocuSigned by,
. .,
7E4288F817A64CC...
By:
Chad Coauette
Title: Executive Director/CEO
3/28/2023 1 1:12 PM CDT
Date:
Unmanned Vehicle Technologies, LLC
DocuSigned by:
QI/l,� Vti,W tt 66 IA.t,�
By:
BB77E78580AE4F9...
Andrew McKinney
Title: VP of Sales
3/28/2023 1 1:07 PM CDT
Date:
Rev. 3/2022 18
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
RFP
011223
- Unmanned and
Remotely Operated Vehicle Systems
with
Related
Technology and
Services
Vendor Details
Company Name:
Unmanned Vehicle Technologies, LLC
1722 N College Avenue, Suite D
Address:
Fayetteville, Arkansas 72703
Contact:
Andrew McKinney
Email:
andrew@uvt.us
Phone:
479-595-8010
HST#:
46-5466342
Submission Details
Created On:
Tuesday January 03, 2023 10:29:17
Submitted On:
Thursday January 12, 2023 14:44:49
Submitted By:
Andrew McKinney
Email:
andrew@uvt.us
Transaction #:
6524ede2-4420-4fa2-a25b-f14fabc237a3
Submitter's IP Address:
50.26.116.12
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Specifications
Table 1: Proposer Identity & Authorized Representatives
General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach
additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the
question does not apply to you (preferably with an explanation).
Item
Question
Response*
1
Proposer Legal Name (one legal entity only):
Unmanned Vehicle Technologies, LLC
(In the event of award, will execute the
resulting contract as "Supplier")
2
Identify all subsidiary entities of the Proposer
N/A
whose equipment, products, or services are
included in the Proposal.
3
Identify all applicable assumed names or DBA
N/A
names of the Proposer or Proposer's
subsidiaries in Line 1 or Line 2 above.
4
Provide your CAGE code or Unique Entity
7WDW4
Identifier (SAM):
5
Proposer Physical Address:
1722 N College Ave, Suite D
Fayetteville, AR 72703
6
Proposer website address (or addresses):
www.uvt.us
7 Proposer's Authorized Representative (name,
Andrew McKinney
title, address, email address & phone) (The
VP of Sales
representative must have authority to sign
andrew@uvt.us
the "Proposer's Assurance of Compliance" on
(479) 332-3703
behalf of the Proposer and, in the event of
award, will be expected to execute the
resulting contract):
8
Proposer's primary contact for this proposal
Andrew McKinney
(name, title, address, email address & phone):
VP of Sales
andrew@uvt.us
(479) 332-3703
Proposer's other contacts for this proposal, if N/A
any (name, title, address, email address &
phone):
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Table 2: Company Information and Financial Strength
Line
Item
Question
Response*
10 Provide a brief history of your company,
Unmanned Vehicle Technologies (UVT) was founded in 2014 with a passion for
including your company's core values,
Public Safety. The three partners, Chris Fink (CEO), Andrew McKinney (VP of
business philosophy, and industry longevity
Sales), and Matt Rybar (VP of Special Projects), are all current or former Public
related to the requested equipment, products
Safety professionals with a passion for integrating technology to save lives and
or services.
increase efficiency. We value long-term relationships and are willing to go the extra
mile to create meaningful relationships with our customers. The team at UVT places
a heavy emphasis on our ability to support the products we sell. We do not just
move boxes. UVT has built a reputation for its support with manufacturers,
government agencies, and large corporations. Because of this dedication, we often
have access to additional contacts, products, and services with each manufacturer.
Because of these relationships, we are able to provide two levels of support to
streamline requests for all UVT customers.
11
What are your company's expectations in the
At UVT, we are huge fans of contracts. As a company that prides itself on our
event of an award?
service, we often find that providing our customer's contract options improves our
success and enables the customer to get all of their needs satisfied [exceeded] and
products successfully implemented at a faster pace, with fewer lost sales to the
lowest bidder that will not provide the value that we do.
12 Demonstrate your financial strength and A letter of good standing from our primary bank is attached. Additional statements
stability with meaningful data. This could and disclosures are available after discussion.
include such items as financial statements,
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.
Upload supporting documents (as applicable)
in the document upload section of your
response.
13
What is your US market share for the
solutions that you are proposing?
15%
14
What is your Canadian market share for the
1%
solutions that you are proposing?
15
Has your business ever petitioned for
No
bankruptcy protection? If so, explain in detail.
16 How is your organization best described: is Distributor/Reseller.
it a manufacturer, a distributor/dealer/reseller, a. Authorizations for some of our products, including DJI and Autel, are attached.
or a service provider? Answer whichever Additional authorizations will be made available.
question (either a) or b) just below) best
applies to your organization.
a) If your company is best described as
a distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If
applicable, is your dealer network
independent or company owned?
b) If your company is best described as
a manufacturer or service provider, describe
your relationship with your sales and service
force and with your dealer network in
delivering the products and services
proposed in this RFP. Are these individuals
your employees, or the employees of a third
party?
17 If applicable, provide a detailed explanation UVT holds various professional licenses from the FAA, ASE, and other skills -based
outlining the licenses and certifications that organizations. Additionally, our technicians and sales team members hold
are both required to be held, and actually manufacturer certifications from DJI, Autel, Brinc, Skydio, Pix4D, NIST, Dronesense
held, by your organization (including third and many more that may benefit the customer through this contract.
parties and subcontractors that you use) in
pursuit of the business contemplated by this
RFP.
18 Provide all "Suspension or Debarment" N/A
information that has applied to your
organization during the past ten years.
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
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Table 3: Industry Recognition & Marketplace Success
Item Question Response*
19 Describe any relevant industry awards or DJI recognized UVT in 2021
as the top Public Safety Dealer. Additionally, our team
recognition that your company has received members individually have numerous
awards for our efforts in Public Safety.
in the past five years
20 What percentage of your sales are to the 80%
governmental sector in the past three years
21 What percentage of your sales are to the 10%
education sector in the past three years
22 List any state, provincial, or cooperative TIPS - $250,000+
purchasing contracts that you hold. What is Commonwealth of Kentucky -
$100,000 (Expired)
the annual sales volume for each of these
contracts over the past three years?
23 List any GSA contracts or Standing Offers N/A
and Supply Arrangements (SOSA) that you
hold. What is the annual sales volume for
each of these contracts over the past three
years?
Table 4: References/Testimonials
Line Item 24. Supply reference information from three customers who are eligible
to be Sourcewell participating entities.
Entity Name * Contact Name *
Phone Number*
Pulaski County, AR Sheriffs Office Captain Mark Swagerty
5015393806
Kent County, MI Sheriffs Office Sergeant Tom Raymond
6162931730
Greensboro, NC Fire Department Chief Chris Susi
3364123902
Austin, TX Fire Department UAS Lead Jason Burnside
3039097914
Tulsa, OK Fire Department EMS Officer Gabe Graveline
9188571807
Table 5: Top Five Government or Education Customers
Line Item 25. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity
type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three
years.
Entity Name Entity Type * State / Scope of Work *
*
Size of Transactions * Dollar Volume Past Three
*
Province
Years
Kansas State Education Kansas - KS Provide hardware, support, and
$5,000455,000 >$100,000
University sponsorships for various
technology related initiatives and
programs.
Salinas Police Government California - CA Provide hardware, consulting,
$1,000485,000 >$150,000
Department repairs, and service for Public
Safety flight operations.
Forsyth County Government North Carolina - Provide hardware, software,
$1,000430,000 >$100,000
Sheriffs Office NC consulting, repairs, and service
for Public Safety flight operations.
City of Austin, Government Texas - TX Provide hardware, software,
$1,000-$50,000 >$150,000
TX consulting, repairs, and service
for Public Safety flight operations.
Pedernales Non -Profit Texas - TX Provide hardware, software,
$1,000440,000 >$125,000
Electric consulting, repairs, and service
Cooperative for utility flight operations.
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
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Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable.
Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number
of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third
party), and any overlap between the sales and service functions.
mLi
Ite26
Question
Response*
Sales force.
Our team comprises three dedicated, full-time salespeople, management, and seven
contract salespeople spread geographically across the US.
27
Dealer network or other distribution
We have numerous partners in the industry who often funnel customers to us, such
methods.
as Draxxon, Dronesense, and MissionGo. UVT is generally the supplier and direct
contact for customers to ensure that the process, education, and support meet our
standards.
28 Service force. UVT maintains a service center in Fayetteville, AR, with 6 team members. These
include a dedicated, certified support specialist and an ASE Master Technician for
repairs. Additionally, our vast sales team has an incredible amount of in -the -field
knowledge available to assist.
29
Describe the ordering process. If orders
Our ordering process is flexible. Our preference is to work with the end -user directly
will be handled by distributors, dealers or
on the purchase to be sure they are getting the correct equipment for their use case.
others, explain the respective roles of the
Once a quotation is generated, we are happy to accept POs, Letters of intent, or
Proposer and others.
prepayments via Wire, Check, or Credit Card. From there, the customer will receive
confirmation of the order and an expected delivery date. At any point, the customer
may log in to our web portal and check the status of their order. Once shipped, the
delivery contact will receive an email with tracking information. We have one of the
latest cut-off times in the industry of 1700 CST for in -stock orders to ship the same
day.
30 Describe in detail the process and UVT prides itself and is known in the industry for our support. Our customers don't
procedure of your customer service always work 8-5, so neither should we. Government customers automatically receive
program, if applicable. Include your our ProLine Support Premium, which includes 24x7x365 phone and email support.
response -time capabilities and Additionally, we work directly with each manufacturer on warranty issues. Our team
commitments, as well as any incentives will evaluate the repair and then route the aircraft to the most efficient and cost -
that help your providers meet your stated effective avenue for repair. This often eliminates issues for the customer by having
service goals or promises. one point of contact for questions, billing, and payments.
31
Describe your ability and willingness to
UVT is proud to be able to offer Sourcewell as another purchasing avenue for
provide your products and services to
current and prospective customers. In our experience, purchasing contracts offer
Sourcewell participating entities in the
customers a more efficient and pleasurable experience.
United States.
32
Describe your ability and willingness to
UVT is happy to offer a new avenue for our friends in Canada. This contract will
provide your products and services to
allow UVT to expand its reach into Canada and consider bringing on additional team
Sourcewell participating entities in Canada.
members.
33
Identify any geographic areas of the United
UVT will fully support any and all territories of the US and Canada. It is worth noting
States or Canada that you will NOT be
that oftentimes our shipments contain Lithium batteries and must be shipped by
fully serving through the proposed contract.
ground. UVT is HazMat certified for emergencies as well.
34 Identify any Sourcewell participating entity UVT is proud to support all Sourcewell participating entities.
sectors (i.e., government, education, not -for -
profit) that you will NOT be fully serving
through the proposed contract. Explain in
detail. For example, does your company
have only a regional presence, or do other
cooperative purchasing contracts limit your
ability to promote another contract?
35
Define any specific contract requirements
Special shipping rules may be required for some areas.
or restrictions that would apply to our
participating entities in Hawaii and Alaska
and in US Territories.
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Table 7: Marketing Plan
tm
Question
Response
36 Describe your marketing strategy for Social Media: Using the coordinated efforts across all of UVT's marketing social media
promoting this contract opportunity. channels and utilizing the foundation of industry leadership and trust UVT and its brand is
Upload representative samples of your renowned for, the company marketing team will engage with potential clients and partners
marketing materials (if applicable) in to promote UVT's offered services through Sourcewell's procurement portal.
the document upload section of your
response. Paid Advertising: Tailored and focused online/offline Google ad campaigns targeting unique
industry keywords and using captured form data to identify potential clients and partners.
Digital Marketing Collateral: Branded and custom-curated media to bolster UVT's
partnership with Sourcewell's procurement opportunities and increase Sourcewells visibility.
These informative materials will showcase our company's expertise and capabilities while
promoting the extension of our reach and accessibility using Sourcewell's procurement
process.
Networking: UVT's energetic team of Sales and Field Application Specialists travel the
nation using their expertise from thousands of hours in the field operating drone and
robotics equipment to educate and train drone teams on the proper implementation,
deployment, and support of drone and robotics technology and software as well as instruct
on recommended procurement practices. These venues include conferences, seminars, live
exercises, geographical partnerships, demonstrations, and more.
37
Describe your use of technology and
Besides word of mouth, UVT's marketing initiatives are driven primarily by digital image
digital data (e.g., social media,
advertisements, including copy and keyword research. Hosted by the world's largest
metadata usage) to enhance
internet search engines and coordinated by a team of digital designers to create
marketing effectiveness.
incredible first impressions for a highly targeted audience of enterprise professionals.
Likewise, our social media channels are very active, focused platforms with an average of
4 posts/week, including CTA's, driving engagement to our CRM. Regularly outperforming
competitors in reach and engagement despite more extensive access to personnel and
resources, our team meets weekly, pivoting where need be and reflecting with monthly and
yearly reviews to help target our brand to an ever -changing demographic.
The captured data from form fills, event registrations, mailing lists, blog sign-ups, and
more are used to identify opportunities for engagement and inform future/current
advertising initiatives.
38 In your view, what is Sourcewell's role We place high importance on the consultation component of the sale. This process
in promoting contracts arising out of thoroughly explores the desired use cases and expectations, allowing us to make accurate
this RFP? How will you integrate a recommendations. During this consultation, we provide multiple purchasing paths, starting
Sourcewell-awarded contract into your with contract vehicles.
sales process?
39
Are your products or services
The majority of our products are available through our website, however, we highly
available through an e-procurement
recommend a consultation prior to placing an order.
ordering process? If so, describe your
e-procurement system and how
For governmental customers and entities that may have extenuating circumstances such as
governmental and educational
tax exemption, our online procurement system allows them to build out their order and
customers have used it.
then provide necessary certifications and exemptions to one of our Solutions Specialists.
This process takes minutes, as it removes any barriers or hurdles associated with
approvals or specific authorizations. This ease of use has helped us work with many
government customers over the past several years.
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Table 8: Value -Added Attributes
Line m
Ite40
Question
Response*
Describe any product, equipment,
UVT - ProLine Pre -Flight Service - A complete set-up of all sUAV Equipment.
maintenance, or operator training
programs that you offer to
UVT - ProLine Support - TRUE 24/7 Support by phone, e-mail, chat tool, text, and website
Sourcewell participating entities.
inquiry.
Include details, such as whether
training is standard or optional,
UVT - Turnkey Delivery and Training - Included where applicable, our Turnkey Delivery and
who provides training, and any
Training is unlike any other offering in the industry. UVT has trained representatives that
costs that apply.
travel to our customers' location and provide full and complete hardware and operational
training. No other supplier has as large a national network to offer this delivery and training
as UVT.
41
Describe any technological
UVT is able to compile training, equipment, maintenance and repair, and
advances that your proposed
authorizations/certifications into a single vendor, and sometimes a single line item. Many
products or services offer.
agencies are required to structure their purchases in this fashion, and we are the only entity
able to win on those contracts as our organization allows for such organization and flexibility.
42
Describe any "green" initiatives
UVT uses eco-friendly packaging and recycling when available. Additionally, we provide our
that relate to your company or to
customers with battery recycling services.
your products or services, and
include a list of the certifying
agency for each.
43
Identify any third -party issued eco-
N/A
labels, ratings or certifications that
your company has received for
the equipment or products
included in your Proposal related
to energy efficiency or
conservation, life -cycle design
(cradle -to -cradle), or other
green/sustainability factors.
44 Describe any Women or Minority N/A
Business Entity (WMBE), Small
Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners
have obtained. Upload
documentation of certification (as
applicable) in the document
upload section of your response.
45 What unique attributes does your
Within the sUAV industry, UVT stands alone as the only supplier and authorized retailer that
company, your products, or your
can offer and assist in maintaining every aspect of a drone program from equipment to
services offer to Sourcewell
training. We are able to source and supply products, process COA's and FAA
participating entities? What makes
Authorizations, conduct repairs and maintenance, and train our customers in on all aspects
your proposed solutions unique in
of Safe Operation and Care/Maintenance. It is for this reason that we continue to win
your industry as it applies to
contracts as many entities are required to limit their 'drone program' to one line item or
Sourcewell participating entities?
vendor. We are able to assist despite all of those regulations.
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Table 9: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure,
and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document
upload section of your response in addition to responding to the questions below.
Line
Item
Question
Response*
46
Do your warranties cover all products, parts, and
UVT-branded item warranties cover products, parts, and labor. Individual
labor?
manufacturers have specific warranties based on the item but often cover all
necessary items.
47
Do your warranties impose usage restrictions or
No. Some manufacturers implement warranty restrictions based on hours
other limitations that adversely affect coverage?
and/or charge cycles in addition to the standard term.
48
Do your warranties cover the expense of
Most repairs are performed at our Fayetteville location however, fixed site
technicians' travel time and mileage to perform
items such as the DJI Dock will include associated travel expenses.
warranty repairs?
49
Are there any geographic regions of the United
UVT will always provide an efficient and cost-effective solution for repairs,
States or Canada (as applicable) for which you
whether that be in-house, with the manufacturer, or with a 3rd party that can
cannot provide a certified technician to perform
offer better/faster service.
warranty repairs? How will Sourcewell
participating entities in these regions be provided
service for warranty repair?
50 Will you cover warranty service for items made by This is entirely up to the manufacturer. Depending on the item, UVT may be
other manufacturers that are part of your proposal, able to provide these services in-house.
or are these warranties issues typically passed on
to the original equipment manufacturer?
51
What are your proposed exchange and return
UVT accepts returns within 7 days of receipt. The item must be unused and
programs and policies?
in new condition.
Our full return policy is available here: https://www.uvt.us/returns
52
Describe any service contract options for the
Some manufacturers offer extended warranties or protection plans that will
items included in your proposal.
be readily available. Additionally, UVT offers Fleet plans that include various
service options to simplify the operation and ensure reliability of aircraft.
Table 10: Payment Terms and Financing Options
Line
Item
Question
Response*
53
Describe your payment terms and accepted payment
UVT offers NET 30 terms to all government and established
methods.
customers. Payment methods include purchase orders, letters of
intent, credit/debit, and wire transfer/ACH.
54
Describe any leasing or financing options available for use
UVT is the only robotics distributor in the U.S. to offer an in-house
by educational or governmental entities.
leasing program on multiple brands. Terms are generally 12-36
months and include an option to purchase, renew, or trade
equipment at the end of the term.
55 Describe any standard transaction documents that you A copy of our Terms may be found at the address below.
propose to use in connection with an awarded contract
(order forms, terms and conditions, service level https://www.uvt.us/terms
agreements, etc.). Upload a sample of each (as
applicable) in the document upload section of your Additionally, we are happy to accept standard PO's, or signed
response. quotes for processing orders, as long as the item and price match
and delivery/billing contact information is included.
56 Do you accept the P-card procurement and payment UVT does accept p-cards and we do not charge any additional fees.
process? If so, is there any additional cost to Sourcewell
participating entities for using this process?
Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can
be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product
Change Request Form.
Line Question Response*
Item
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
57 Describe your pricing model (e.g., line -item discounts or
product -category discounts). Provide detailed pricing data
(including standard or list pricing and the Sourcewell
discounted price) on all of the items that you want
Sourcewell to consider as part of your RFP response. If
applicable, provide a SKU for each item in your proposal.
Upload your pricing materials (if applicable) in the
document upload section of your response.
58 Quantify the pricing discount represented by the pricing
proposal in this response. For example, if the pricing in
your response represents a percentage discount from
MSRP or list, state the percentage or percentage range.
59 Describe any quantity or volume discounts or rebate
programs that you offer.
60 Propose a method of facilitating "sourced" products or
related services, which may be referred to as "open
market" items or "nonstandard options". For example, you
may supply such items "at cost" or "at cost plus a
percentage," or you may supply a quote for each such
request.
61 Identify any element of the total cost of acquisition that is
NOT included in the pricing submitted with your response.
This includes all additional charges associated with a
purchase that are not directly identified as freight or
shipping charges. For example, list costs for items like pre -
delivery inspection, installation, set up, mandatory training,
or initial inspection. Identify any parties that impose such
costs and their relationship to the Proposer.
62 If freight, delivery, or shipping is an additional cost to the
Sourcewell participating entity, describe in detail the
complete freight, shipping, and delivery program.
63 Specifically describe freight, shipping, and delivery terms or
programs available for Alaska, Hawaii, Canada, or any
offshore delivery.
Based on prior contract experience, the easiest price methodology
is a flat discount broken down by the manufacturer. This industry
introduces new products daily, this frequency creates a burden on
everyone.
DJI Enterprise - 5%
Autel - 5%
Brinc Drones 2.5%
Teal - 2%
Parrot - 2%
FUR - 2.5%
Skydio - 0%
Vantage Robotics - 2.5%
Ascent Aerosystems - 2%
LifThor - 5%
FreeFly - 2.5%
PowerVision - 2.5%
Micasense - 5%
Go Professional Cases - 5%
Colorado Drone Chargers - 5%
Lume Cube - 5%
Hoodman - 5%
Tattu - 5%
Deep Trekker - 2.5%
CZI - 5%
Sandisk - 5%
Energen - 5%
MavMount - 5%
Elistair - 2.5%
PolarPro - 2.5%
UVT-Brand Products - 10%
Pix4D - 5%
DroneSense - 5%
Hardware Leasing - 5%
UVT provides Free Shipping for all orders over $150 and free UVT
Academy Turnkey Delivery & Training for orders over $25,000.
UVT regularly sources items we don't typically stock to make a
purchase easy for the end user. These items will be passed on at
cost.
At UVT, our priority is to make the acquisition and program
development cost on the customer as simple as possible. We don't
typically charge any additional fees for our services. Many services,
such as inspection, testing, and updating, are included as standard
at no charge.
Ground shipment to the 48 contiguous states is free of charge on
orders greater than $150.00. Expedited shipments will be billed
directly to the end user. Expedited shipments that require HazMat
certification will incur an additional fee, and the full shipment cost
will be billed to the end user.
Any shipment to Alaska, Hawaii, or Canada that includes batteries
will be subject to additional restrictions and fees by the courier. The
full shipment cost in these situations will be billed to the end user.
Any duties or tariffs for shipments to Canada will be billed to the
end user.
64 Describe any unique distribution and/or delivery methods or We work with several couriers to offer the best delivery method for
options offered in your proposal. each order. We also accept pickups from any courier if an end -user
would prefer to make their own delivery arrangements for their order.
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Table 12: Pricing Offered
Item The Pricing Offered in this Proposal is: * Comments
65 d. other than what the Proposer typically offers (please describe). UVT has worked with its
distributors to arrange special
pricing for this contract.
Additional free services for
this contract include 24x7
support, free shipping, and
our System Setup & Testing
service on each system to
ensure all items are ready -to -
use.
Table 13: Audit and Administrative Fee
Line
Item
Question
Response*
66
Specifically describe any self -audit process or program that you
We use a system that creates automatic activities for our
plan to employ to verify compliance with your proposed Contract
Operations Team to ensure each sale won from this contract
with Sourcewell. This process includes ensuring that Sourcewell
is put into our Sourcewell account at the end of each month.
participating entities obtain the proper pricing, that the Vendor
As long as each sale references Sourcewell in the PO or
reports all sales under the Contract each quarter, and that the
quote, our administrative fees owed to Sourcewell will be
Vendor remits the proper administrative fee to Sourcewell. Provide
automatically calculated. Any sales not found in Sourcewell
sufficient detail to support your ability to report quarterly sales to
will be rectified by the end of each month. Upon renewing
Sourcewell as described in the Contract template.
the contract each term, we will double-check our pricing
catalog, and on each sale, our Sales Team will adhere to
the required pricing, if any.
67
If you are awarded a contract, provide a few examples of internal
On each sale, we will have a line item that lists the
metrics that will be tracked to measure whether you are having
Sourcewell Contract, which can be used for sales reporting.
success with the contract.
Reports can be generated on demand or at regular intervals
and provided to the Sourcewell team for verification.
68
Identify a proposed administrative fee that you will pay to
UVT typically pays a 1% fee for contract services.
Sourcewell for facilitating, managing, and promoting the Sourcewell
Contract in the event that you are awarded a Contract. This fee
is typically calculated as a percentage of Vendor's sales under the
Contract or as a per -unit fee; it is not a line -item addition to the
Member's cost of goods. (See the RFP and template Contract for
additional details.)
Table 14A: Depth and Breadth of Offered Equipment Products and Services
Line
Item
Question
Response*
69 Provide a detailed description of the UVT offers all things unmanned. From the air, water, and ground -based, we
equipment, products, and services that you specialize in robotics. We offer solutions from top manufacturers around the world,
are offering in your proposal. like DJI, Autel, Ghost Robotics, Skydio, Dronesense, Parrot, Teal, Brinc, and many
more. Additionally, we listen to customer feedback and provide custom solutions to
meet our customer's challenges. We feel that our laser -focus on this specific
technology gives us a leg up on our big box competitors.
70
Within this RFP category there may be
Hardware (Sales & Leasing)
subcategories of solutions. List subcategory
Aircraft
titles that best describe your products and
Accessories/Batteries
services.
Water -Based Hardware
Ground -Based Hardware
Software
Maintenance/Service
Training
Pilot Services
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Table 14113: Depth and Breadth of Offered Equipment Products and Services
Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional
comments in the text box provided, as necessary.
Line Item
Category or Type
Offered
Comments
71
Aerial Vehicles (tethered and non -tethered)
r Yes
Yes, including many different options
r No
for each.
72
Surface and subsurface water vehicles
r Yes
Yes, we work with several
r No
manufacturers of water -based vehicles.
73
Technology, software, accessories and attachments
r Yes
Dronesense, Pix4D, Skyebrowse, all
related to the offering of the solutions described
r No
available through UVT.
in #71-72 above
74
Training, certification, licensure and services
r Yes
We offer numerous training initiatives
related to the offering of the solutions described
r No
both in-house, and from the top
in #71-72 above
companies in the industry.
Table 15: Exceptions to Terms, Conditions, or Specifications Form
Line Item 75. NOTICE: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions,
or specifications, a Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or
Specifications Form immediately below. The contract section, the specific text addressed by the exception or requested modification,
and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and
approval of Sourcewell and will not automatically be included in the contract.
Contract Section Term, Condition, or Specification
Documents
Exception or Proposed Modification
Ensure your submission document(s) conforms to the following:
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to
ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed
by Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the
zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding
to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."
• Pricina - Sourcewell_ Pricing_UVT.xlsx - Thursday January 12, 2023 14:13:08
• Financial Strenath and Stabilitv - Arvest_Bank_UVT_Reference_Letter_2023.01.06.pdf - Tuesday January 10, 2023 13:39:19
• Marketing Plan/Samples (optional)
• WMBE/MBE/SBE or Related Certificates (optional)
• Warranty Information (optional)
• Standard Transaction Document Samples - Quotation - S0208098.pdf - Thursday January 12, 2023 14:17:18
• UDload Additional Document - DJI_Dealer Certificate_UVT.pdf - Thursday January 12, 2023 14:14:23
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
Addenda, Terms and Conditions
PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the
Proposer to this Affidavit and Assurance of Compliance:
1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in
the jurisdiction of its residence.
2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for
contract award.
3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the
Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under
this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not
directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of
this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or
competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the
consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this
solicitation.
4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or
circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a
vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired.
5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an
employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this
solicitation.
6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in
accordance with the terms, conditions, and scope of a resulting contract.
7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or
certifications necessary to deliver such equipment, products, or services under any resulting contract.
8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are
acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and
related services to Sourcewell Members under an awarded Contract.
9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either
substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic
data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes
Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under
Minnesota's Data Practices Act.
11. Proposer its employees, agents, and subcontractors are not:
1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control
of the United States Department of the Treasury found at: httos://www.treasurv.aov/ofac/downloads/sdnIist..Ddf;
2. Included on the government -wide exclusions lists in the United States System for Award Management found at:
httos://sam.aov/SAM/; or
3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
DocuSign Envelope ID: OA55EFE5-ACDO-4AA7-99A2-OFF33CFB883C
by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any
Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense
related to the subject matter of this solicitation.
r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this
Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I
had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic
signature or electronic record was used in its formation. - Andrew McKinney, VP of Sales, Unmanned Vehicle Technologies, LLC
The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the
Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid.
r Yes r. No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.
I have reviewed the
File Name below addendum and pages
attachments (if
applicable)
There have not been any addenda issued for this bid.
Bid Number: RFP 011223 Vendor Name: Unmanned Vehicle Technologies, LLC
EXHIBIT - C
CONFLICT OF INTEREST DISCLOSURE REQUIREMENT
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts
or seeks to contract for the sale or purchase of property, goods, or services with a local governmental
entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the
person's affiliation or business relationship that might cause a conflict of interest with the local
governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later
than seven days after the date the person begins contract discussions or negotiations with the City, or
submits an application or response to a request for proposals or bids, correspondence, or another writing
related to a potential Agreement with the City. Updated Questionnaires must be filed in conformance with
Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at htti)://www.ethics.state.tx.us/forms/CIQ.i)df.
If you have any questions about compliance, please consult your own legal counsel. Compliance is the
individual responsibility of each person or agent of a person who is subject to the filing requirement. An
offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might
have with the City, state Vendor name in the # 1, use N/A in each of the areas on the form.
However, a signature is required in the #4 box in all cases.
Revised 6.25.18cg
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
Unmanned Vehicle Technologies, LLC.
J
Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
NA
Name of Officer
J Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
NA
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
F]Yes L]No
B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
F7 Yes F-1 No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
IT1
J
❑Check this box if the vendor has given the local government officer or afamily member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
J
03/13/2024
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
Revised 7.11.18cg
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Does/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer ora
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a Focal governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
Revised 7.11.18cg