HomeMy WebLinkAboutContract 61345DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
CSC No. 61345
FORT WORTH
CITY OF FORT WORTH
PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between
ShadowDragon Federal, LLC. ("Seller") and the City of Fort Worth ("Buyer"), a Texas home
rule municipal corporation.
The Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A: Terms and Conditions;
3. Exhibit B: Conflict of Interest Questionnaire;
4. Exhibit C: Seller Contact Information;
5. Exhibit D: Verification of Signature Authority;
6. Exhibit E: Seller's Sole Source Justification Letter; and
7. Exhibit F: Seller's Proposal.
Exhibits A, B, C, D, E, and F, which are attached hereto and incorporated herein, are made a part
of this Agreement for all purposes. The Amount of this contract shall not exceed thirty-two
thousand dollars ($32,000.00).
(Signature page follows)
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date this Agreement is
executed by the City.
ACCEPTED AND AGREED:
CITY OF FORT WORTH
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William Johnson (A r 30, 202414:18 CDT)
By:
Name: William Johnson
Title: Assistant City Manager
Date: Apr 30, 2024
APPROVAL RECOMMENDED
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By: Robe AlldreT (Apr 30, 202413:59 CDT)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
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By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
SHADOWDRAGON FEDERAL, LLC.
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Title: CEO
Date: 4/30/2024
2
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: 40-1�
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Trey Qualls
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved: N/A
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The Buyer is defined as the City of Fort Worth, its officers, agents, servants, authorized
employees, vendors, and subcontractors who act on behalf of various City departments,
bodies, or agencies.
2.0 DEFINITION OF SELLER
The Seller is defined as ShadowDragon Federal, LLC., its officers, agents, servants,
employees, vendors, and subcontractors, or other provider of goods and/or services who
act on behalf of the entity under a contract with the City of Fort Worth.
3.0 TERM
The initial term of this Agreement is for two (2) years, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless
terminated earlier in accordance with this Agreement
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas, and all documents held
or maintained by Buyer may be subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked Confidential or Proprietary,
Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction. The Parties agree that nothing contained within this
Agreement is considered proprietary or trade secret information and that this agreement
may be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer
of any land, materials, supplies or services, except on behalf of Buyer as an officer or
employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his or her office or
position. Any violation of this section with the knowledge, expressed or implied, of the
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person or corporation contracting with the City Council shall render the contract voidable
by the City Manager or the City Council. (Fort Worth City Code, Chapter XXVII, Section
16).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors, or sub -vendors
who act on behalf of various City departments, bodies, or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies, the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost, and/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Seller's name and
address; (b) Consignee's name, address, and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and
(d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging
unless otherwise provided. Goods shall be suitably packed to secure lowest transportation
costs and to conform to requirements of common carriers and any applicable specifications.
Buyer's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery and after inspection and
acceptance of the goods.
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10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Department and address as set forth in the
block of the purchase order, purchase change order, or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State, or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing.
Before the first payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the
City's website.
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
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or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage, or contingent fee, excepting employees of an established
commercial or selling agency that is maintained by Seller for the purpose of
securing business. For breach or violation of this warranty, Buyer shall have the
right, in addition to any other right or rights arising pursuant to said purchase(s), to
cancel this contract without liability and to deduct from the contract price such
commission percentage, brokerage, or contingent fee, or otherwise to recover the
full amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties, and any attempt to do
so shall render this contract voidable at the option of Buyer. Seller warrants that the goods
furnished will conform to Buyer's specifications, drawings, and descriptions listed in the
proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict
between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall
govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer
may return the product for correction or replacement at Seller's expense. In the event Seller
fails to make appropriate correction within a reasonable time, any correction made by
Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund
all monies received for such goods within thirty (30) days after request is made by Buyer
in writing and received by Seller. Notice is considered to have been received upon hand
delivery or otherwise in accordance with Section 30.0 of these terms and conditions.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, unless otherwise
agreed, Seller hereby grants to Buyer a perpetual, irrevocable, non-exclusive,
nontransferable, royalty -free license to use the software. This software is "proprietary" to
Seller, and is licensed and provided to the Buyer for its sole use for purposes under this
Agreement and any attached work orders or invoices. The Buyer may not use or share this
software without permission of the Seller; however, Buyer may make copies of the
software expressly for backup purposes.
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18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the
"Deliverables") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third -party proprietary rights.
18.2 SELLER shall be liable and responsible for any and all claims made against
the Buyer for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of
any Deliverable(s) in the course of performance or completion of, or in any
way connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder.
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim
or action against Buyer for infringement of any patent, copyright, trade mark,
trade secret, or similar property right arising from Buyer's use of the software
and/or documentation in accordance with this Agreement, it being understood
that this agreement to defend, settle, or pay shall not apply if Buyer modifies
or misuses the software and/or documentation. So long as SELLER bears the
cost and expense of payment for claims or actions against Buyer pursuant to
this section, SELLER shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, Buyer shall have the right to
fully participate in any and all such settlement negotiations or lawsuit as
necessary to protect Buyer's interest, and Buyer agrees to cooperate with
SELLER in doing so. In the event Buyer, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action
brought against Buyer for infringement arising under this Agreement, Buyer
shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, SELLER shall fully participate and cooperate with
Buyer in defense of such claim or action. Buyer agrees to give SELLER timely
written notice of any such claim or action, with copies of all papers Buyer may
receive relating thereto. Notwithstanding the foregoing, Buyer's assumption
of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement. If the software and/or documentation
or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, SELLER shall, at its own expense: (a) procure
for Buyer the right to continue to use the software and/or documentation; or
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(b) modify the software and/or documentation to make it non -infringing,
provided that such modification does not materially adversely affect
Buyer's authorized use of the software and/or documentation; or (c) replace
the software and/or documentation with equally suitable, compatible, and
functionally equivalent non -infringing software and/or documentation at no
additional charge to Buyer; or (d) if none of the foregoing alternatives is
reasonably available to SELLER, terminate this Agreement and refund all
amounts paid to SELLER by Buyer, subsequent to which termination Buyer
may seek any and all remedies available to Buyer under law.
18.4 The representations, warranties, and covenants of the parties' duties and
obligations pursuant to Section 21.3 (Duties and Obligations), Section 34 (Right to
Audit), and Section 28 (Liability and Indemnification) shall survive termination of
this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made, or suggested by the Seller for the Buyer pursuant to a Work Order, including all such
developments as are originated or conceived during the term of the Contract and that are
completed or reduced to writing thereafter (the "Work Product") will be considered
"work(s) made for hire" and will be and remain the exclusive property of the Buyer. To
the extent that the Work Product, under applicable law, may not be considered work(s)
made for hire, Seller hereby agrees that this Agreement effectively transfers, grants,
conveys, and assigns exclusively to Buyer all rights, title, and ownership interests,
including copyright, which Seller may have in any Work Product or any tangible media
embodying such Work Product, without the necessity of any further consideration, and
Buyer shall be entitled to obtain and hold in its own name all Intellectual Property rights
in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any
property interest in such Work Product.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part
of the undelivered portion of this order if Seller breaches any of the terms hereof, including
warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other
remedies which Buyer may have in law or equity.
21.0 TERMINATION
21.1 Written Notice. The purchase of goods under this order may be terminated in whole
or in part by Buyer, with or without cause, at any time upon the delivery to Seller
of a written "Notice of Termination" specifying the extent to which the order is
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terminated and the date upon which such termination becomes effective. Such right
of termination is in addition to and not in lieu of any other termination rights of
Buyer as set forth herein.
21.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer
will notify Seller of such occurrence and this Agreement shall terminate on the last
day of the fiscal period for which appropriations were received without penalty or
expense to Buyer of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and
delivered prior to the effective date of termination, and Buyer shall not be liable for
any other costs, including any claims for lost profits or incidental damages. Seller
shall provide Buyer with copies of all completed or partially completed documents
prepared under this Agreement. In the event Seller has received access to Buyer
Information or data as a requirement to perform services hereunder, Seller shall
return all Buyer provided data to Buyer in a machine readable format or other
format deemed acceptable to Buyer.
22.0 ASSIGNMENT / DELEGATION
No interest, obligation, or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent
of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
documents, as determined by Buyer, that are reasonable and necessary to verify Seller's
legal status and transfer of rights, interests, or obligations to another entity. The documents
that may be requested include, but are not limited to, Articles of Incorporation and related
amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc.
Buyer reserves the right to withhold all payments to any entity other than Seller if Seller is
not in compliance with this provision. If Seller fails to provide necessary information in
accordance with this section, Buyer shall not be liable for any penalties, fees, or interest
resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing and is signed by the aggrieved party.
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24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and a complete and exclusive statement of the terms of
their agreement. No course of prior dealings between the parties and no usage of trade shall
be relevant to supplement or explain any term used in this Agreement. Acceptance of or
acquiescence in a course of performance under this Agreement shall not be relevant to
determine the meaning of this Agreement even though the accepting or acquiescing party
has knowledge of the performance and opportunity for objection. Whenever a term defined
by the Uniform Commercial Code (UCC) is used in this Agreement, the definition
contained in the UCC shall control. In the event of a conflict between the contract
documents, the order of precedence shall be as stated on the first page of the Agreement.
26.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code as adopted and
amended in the State of Texas. Both parties agree that venue for any litigation arising from
this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed,
construed, and enforced under the laws of the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control the details of, its operations hereunder, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents, employees,
vendors, and subcontractors. The doctrine of respondeat superior shall not apply as
between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees, vendors, and subcontractors.
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28.0 LIABILITY AND INDEMNIFICATION
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.2 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS,
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.3 INTELLECTUAL PROPERTY INDEMNIFICATION - Seller agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against
Buyer for infringement of any patent, copyright, trade mark, trade secret, or
similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that
this agreement to defend, settle, or pay shall not apply if Buyer modifies or
misuses the software and/or documentation. So long as Seller bears the cost
and expense of payment for claims or actions against Buyer pursuant to this
section, Seller shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Buyer shall have the right to fully
participate in any and all such settlement negotiations or lawsuit as necessary
to protect Buyer's interest, and Buyer agrees to cooperate with Seller in doing
so. In the event Buyer, for whatever reason, assumes the responsibility for
payment of costs and expenses for any claim or action brought against Buyer
for infringement arising under this Agreement, Buyer shall have the sole right
to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim;
however, Seller shall fully participate and cooperate with Buyer in defense of
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such claim or action. Buyer agrees to give Seller timely written notice of any
such claim or action, with copies of all papers Buyer may receive relating
thereto. Notwithstanding the foregoing, Buyer's assumption of payment of
costs or expenses shall not eliminate Seller's duty to indemnify Buyer under
this Agreement. If the software and/or documentation or any part thereof is
held to infringe and the use thereof is enjoined or restrained or, if as a result
of a settlement or compromise, such use is materially adversely restricted,
Seller shall, at its own expense: (a) procure for Buyer the right to
continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such
modification does not materially adversely affect Buyer's authorized use of
the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally
equivalent non -infringing software and/or documentation at no additional
charge to Buyer; or (d) if none of the foregoing alternatives is reasonably
available to Seller, terminate this Agreement and refund all amounts paid
to Seller by Buyer, subsequent to which termination Buyer may seek any and
all remedies available to Buyer under law.
29.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
30.0 NOTICES TO PARTIES
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, or (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
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TO BUYER:
City of Fort Worth
Attn: Purchasing Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City
Attorney's Office at same address
31.0 NON-DISCRIMINATION
TO SELLER:
Brye Ravettine
Director, SLED
265 Riverchase Parkway East, Suite 200
Hoover, AL 35244
877-468-5054
Seller, for itself, its personal representatives, assigns, subvendors, and successors in
interest, as part of the consideration herein, agrees that in the performance of Seller's duties
and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS, OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
32.0 IMMIGRATION AND NATIONALITY ACT
Seller 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 Buyer, Seller shall provide Buyer with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
33.0 HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates,
and inspections necessary to provide the products or to perform the services hereunder.
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Seller shall indemnify Buyer from any penalties or liabilities due to violations of this
provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
34.0 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers, and records, including but not limited to all electronic records,
of Seller involving transactions relating to this Agreement at no additional cost to Buyer.
Seller agrees that Buyer shall have access during normal working hours to all necessary
Seller facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Buyer shall give Seller
reasonable advance notice of intended audits. The Buyer's right to audit, as described
herein, shall survive the termination and/or expiration of this Agreement.
35.0 DISABILITY
In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
as amended, Seller warrants that it and any and all of its subcontractors will not unlawfully
discriminate on the basis of disability in the provision of services to general public, nor in
the availability, terms, and/or conditions of employment for applicants for employment
with, or employees of, Seller or any of its subcontractors. Seller warrants that it will fully
comply with ADA's provisions and any other applicable federal, state, and local laws
concerning disability and will defend, indemnify, and hold Buyer harmless against any
claims or allegations asserted by third -parties or subcontractors against Buyer arising out
of Seller's and/or its subcontractor's alleged failure to comply with the above -referenced
laws concerning disability discrimination in the performance of this agreement.
36.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered, or any warranty that arises under this Agreement, the parties
shall first attempt to resolve the matter through this dispute resolution process. The
disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good -faith effort, either through email, mail,
phone conference, in person meetings, or other reasonable means, to resolve any claim,
dispute, breach, or other matter in question that may arise out of or in connection with this
Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may submit the matter to non -binding
mediation upon written consent of authorized representatives of both parties in accordance
with the Industry Arbitration Rules of the American Arbitration Association or other
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DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
applicable rules governing mediation then in effect. If the parties submit the dispute to non-
binding mediation and cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute.
37.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the
Texas Government Code, the Buyer is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term
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. To the extent
that Chapter 2271 of the Government Code is applicable to this Agreement, by signing
this contract, Seller certifies that Seller's signature provides written verification to
the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
38.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the
Texas Government Code, the City is prohibited from entering into a contract for goods or
services 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 2276 of the Texas Government Code. To the
extent that Chapter 2276 of the Government Code is applicable to this Agreement, by
signing this Agreement, Seller certifies that Seller's signature provides written
verification to the City that Seller: (1) does not boycott energy companies; and (2) will
not boycott energy companies during the term of this Agreement.
39.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES.
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the
Texas Government Code, the City is prohibited from entering into a contract for goods or
services 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,"
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DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
"firearm entity," and "firearm trade association" have the meanings ascribed to those terms
by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Seller
certifies that Seller's signature provides written verification to the City that Seller:
(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.
40.0 INSURANCE REOUIREMENTS
40.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents, or
representatives in the course of providing services under this Agreement.
"Any vehicle" shall be any vehicle owned, hired, and non -owned.
(c) Workers' 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 on a claims -made bases, and
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DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
maintained for the duration of the contractual agreement and for two (2)
years following completion of services provided. An annual certificate of
insurance shall be submitted to Buyer to evidence coverage.
40.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall name Buyer as an additional insured thereon, as its interests may
appear. The term Buyer shall include Buyer's employees, officers, officials,
agents, and volunteers with respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
(c) A minimum of thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. At least ten (10) days'
notice shall be acceptable in the event of cancellation due to 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 Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Seller has obtained all
required insurance shall be delivered to the Buyer prior to Seller proceeding
with any work pursuant to this Agreement.
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DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
EXHIBIT B
CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Texas 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") any 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 httu://www.ethics.state.tx.us/forms/CIO.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 Seller name in box # 1 of the form, use N/A in each
of the areas on the form. However, a signature is required in box #4 in all cases.
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DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
CONFLICT OF INTEREST OUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local GDvernmentCode , DHt, Received
by a vendorwho has abusiness 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 I aw this questionnaire must be fi led 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 175.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government CDde.An offense under this section is a misdemeanor.
11 Name of vendorwho has a business relatlonshipwlth local governmental entity.
ShadowDragon Federal, LLC
J I I Check this box Ifyou 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.)
3
Name of local government off leer about whom the information In this section is being disclosed.
Not Applicable
Name of Officer
This section {item 3 including subparts A, B. C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176 001(1-a), Local Government Code_ Attach additional
pages to this Form CIQ as necessary_
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor?
Yes F-] No n/a
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
Yes F_1 No n/a
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or mare?
= Yes = No n/a
D. Describe each employment or business and family relationship with the local government officer named in this section.
n/a
DocuSigned by:
1V_'._cE7480FC174D7
4/30/2024
... 1r doing business with the governmental entity Da-e
Adopted 8 7/2015
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DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
EXHIBIT C
SELLER CONTACT INFORMATION
Sellers Name: ShadowDragon Federal LLC
Seller's Local Address: 265 Riverchase Parkway East, Suite 200, Hoover, AL 35244
Phone: 877-468-5054 Fax: n/a
Email: brye.r@shadowdragon.io
Name of persons to contact when placing an order or invoice questions:
Name/Title Accounts Receivable (for invoices)
Phone: 877-468-5054 Fax:
Email: ar@shadowdragon.io
Name/Title Brye Ravettine - Director, SLED (for sales)
Phone: 201-819-1087 Fax:
Email: brye.r@shadowdragon.io
Name/Title
Phone: Fax:
Email:
EDocuSigned by:
aw't� G�t».nj
OCCE7480FC174D7...
Signature
Daniel Clemens
Printed Name
20
4/30/2024
Date
DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
have the authority to legally bind Seller and to execute any agreement, amendment, or change order on
behalf of Seller. Such binding authority has been granted by proper order, resolution, ordinance, or other
authorization of Seller. City is fully entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Seller. Seller will submit an updated Form within ten
(10) business days if there are any changes to the signatory authority. City is entitled to rely on any current
executed Form until it receives a revised Form that has been properly executed by Seller.
Name: Adam Jones
Position: Chief Financial Officer
IA
DocuSigned by:
h 3bvu s
2FC7147C0022419...
Name: Jonathan Couch
Position: Chief Operating Officer
DlIoAAcunnSi��gneAAd''AAj b, r �
by: 1,, f'
5100AAEAFB08458...
Name:
Position:
Signature
Name: Daniel Clemens
Ez)
DocuSigned by:r..vW G/e—e..t
ocCE7480Fc174D7...'resident / CEO
Other Title: CEO
Date: 4/30/2024
21
DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
EXHIBIT E
SELLER'S SOLE SOURCE JUSTIFICATION LETTER
DocuSign Envelope ID: 25736E5D-96B4-4BD3-BOE&3A9245F9ACOF
V
SHADOW31RAGON
March 20, 2024
To Whom It May Concern:
This Sole Source Letter confirms that SocialNet and Horizon, products of
ShadowDragon Federal LLC, are hereby classified as Sole Source Products. The collections
and delivery systems are compiled, sold, and distributed exclusively by ShadowDragon Federal
LLC.
ShadowDragon Federal LLC maintains all copyright privileges for its products and these
products must be purchased directly from the company.
SocialNet is a unique, API -based SaaS platform that performs automated searches of
social networks and online account based activities by email addresses, aliases, telephone
numbers, and names. The results are visualized in seconds to minutes to reveal detailed one-
to-one correlations, as well as larger networks of associates. SocialNet produces reliable,
accurate results using proprietary data collection and query methodology that is continually
updated and enhanced. SocialNet's data can connect online aliases to personal identities,
widen scope of investigations by identifying associates, discover and visualize networks of bad
actors, chart large and complex criminal operations, and uncover locations and infer
movements. Horizon is a browser -based OSINT link analysis platform used to visualize the data
from SocialNet.
If you require any additional information, please contact our support team at
support@shadowdragon.io.
Sincerely,
�`oocusiAned ay: Jf ��
Clot 1
Jo'na1han 68uch
COO
ShadowDragon Federal LLC
22
DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
EXHIBIT F
SELLER'S PROPOSAL
,V
SHADOWDRAG®N
Quote No. 20230530-154907307
Fort Worth Police Department
200 Texas Street
Fort Worth, TX 76102
United States
Richard Stella
richard.stella@fortworthtexas.gov
817-392-1771
Reference: 20230530-154907307
Quote created: May 30, 2023
Quote expires: April 30, 2024
ShadowDragan
255 Riverchase Parkway E
Suite 200
Hoover, AL 35244
United States
Shad-0,r gon LLCT-ID: 83-1222921
Shndo Dragon LLC DUNS: 000037040
ShadowDragan Federal. LLC Tax ID: 87-3278456
ShadowDragan Federal, LLC DUN5:081373SS5
Prepared by: Brye Ravettine
brye.r@shadowd ragon.io
ITEM NAME
ITEM DESCRIPTION PRICE QUANTITY
SUBTOTAL
FED SocialNet
SocialNet Identity $4,000.00 4
$16,000.00
SOO + Horizon
Management Secured Link
for 1 year
Year]
Analysis Bundled With
Horizon - 500 Queries/Day -
12 Month Subscription
FED SocialNet
SocialNet Identity $4,000.00 4
$16.000,00
500+ Horizon
Management Secured Link
fort year
Year 2
Analysis Bundled With
Horizon - 500 Queries/Day -
12 Month Subscription
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DocuSign Envelope ID: 53AA1981-A732-4859-AFD2-8F197EA5E379
SUMMARY
One-time subtotal
Comments
Purchase terms
$32,000,00
Total 1 $32,000.00
This Order Form is executed by and between Customer and ShadowDragon, LLC ("Vendor"). In addition to the terms
and conditions contained herein, the products and services provided by Vendor under this Order Form are governed by
and subject to the Terms of Service found here: https,//shadowdraaon.io/wn-content/r edi8/SD_SAAS-
Agreement.pdf (unless there is a separately negotiated agreement between you and VENDOR) and the privacy policy
at https://shadowdracon.io/about/Drivacy_policNd
Prices shown above do not include any taxes that may apply. For customers based in the United States, any applicable
taxes will he determined based on the laws and regulations of the taxing authority(fes) governing the "Ship To" location
of the customer and included on the invoice.
Signature
Apr 30, 2024
William Johnson (Air 30, 202414:18 CDT)
Signature Date.
William Johnson
Printed name
24