HomeMy WebLinkAboutContract 61469CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement (“Agreement”) is entered into by and between Newbasis, LLC
(“Seller”) and the City of Fort Worth (“Buyer” or “City”), a Texas home rule municipal corporation.
The Sole Source Purchase Agreement includes the following documents:
1. This Sole Source Purchase Agreement;
2. Exhibit A – City of Fort Worth Standard Terms and Conditions;
3. Exhibit B – Seller’s Quote;
4. Exhibit C – Seller’s Sole Source Justification Letter;
5. Exhibit D – Sole Source Procurement Justification; and
6. Exhibit E – Conflict of Interest Questionnaire.
Exhibits A- E, which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. If any provisions of the attached Exhibits conflict with the terms herein, the terms in this
Sole Source Purchase Agreement and in Exhibit A will control.
City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with the
provisions of this Agreement. Total annual payment made under this Agreement by City shall not
exceed One Hundred and Fifty Thousand Dollars ($150,000.00).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.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed
by their duly authorized representatives to be effective as of the date signed below.
Executed effective as of the date signed by the Assistant City Manager below.
ACCEPTED AND AGREED:
City: City of Fort Worth
By: ______________________
Name: Jesica L. McEachern
Title: Assistant City Manager
Date: ___________________
Vendor: Newbasis, LLC
By: _____________________
Name:
Title: Regional Sales Manager
Date: ____________________
5/13/2024
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: ________________________
Name: Lauren Prieur
Title: Transportation Public Works Director
Approved as to Form and Legality:
By: ________________________
Name: Jessika J. Williams
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-0244 (3/26/24)
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: _______________________
Name: Brandon Callicoat
Title: Transportation Public Works
Superintendent
City Secretary:
By: _________________________
Name: Jannette S. Goodall
Title: City Secretary
Exhibit A
City of Fort Worth Standard Terms and Conditions
1.0 DEFINITION OFBUYER
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 OFSELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors
and subcontractors, or other provider of goods and/or services who act on behalf of the
entity under a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Assistant City Manager below (“Effective
Date”) and shall expire one year (“Expiration Date”) after completion of the Services, unless
terminated earlier in accordance with this Agreement (“Initial Term”). City shall have the option,
in its sole discretion, to renew this Agreement under the same terms and conditions, for up to Four
(4) renewal options, at City’s sole discretion.
4.0 PUBLICINFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents
held or maintained by Buyer are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or
Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller
to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by Buyer, but by the Office of the Attorney General of
the State of Texas or by a court of competent jurisdiction. The Parties agree that
nothing contained within this Agreement is considered proprietary or trade secret
information and this agreement may be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in
any contract with Buyer or be financially interested, directly or indirectly, in the sale to
Buyer of any land, materials, supplies or services, except on behalf of Buyer as an
officer or employee. Any willful violation of this section shall constitute malfeasance
in office, and any officer or employee found guilty thereof shall thereby forfeit his
office or position Any violation of this section with the knowledge, expressed or
implied, of the person or corporation contracting with the City Council shall render the
contract invalid by the City Manager or the City Council. (Chapter XXVII, Section
16, City of Fort Worth Charter)
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(l), (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.Sellershall bear the cost of packaging
unless otherwise provided. Goods shall be suitably packed to secure lowest transportation
costs andto 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 UNDERRESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid andAllowed.
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 OFINSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer 's Department and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or
retained to solicit or secure this contract upon an agreement or understanding for
commission, percentage, brokerage or contingent fee, excepting employees of an
established commercial or selling agency that is maintained by Seller for the
purpose of securing business. For breach or violation of this warranty, Buyer
shall have the right, in addition to any other right or rights arising pursuant to
saidpurchase(s), to cancel this contract without liability and to deduct from the
contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the full amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do
so shall render this contract voidable at the option of Buyer. Seller warrants that the
goods furnished will conform to Buyer's specifications, drawings and descriptions
listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the
event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's
specifications shall govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards
promulgated by the U.S. Department of Labor under the Occupational Safety and
Health Act (OSHA) of 1970, as amended. In the event the product does not conform to
OSHA standards, Buyer may return the product for correction or replacement at Seller's
expense. In the event Seller fails to make appropriate correction within a reasonable
time, any correction made by Buyer will be at Seller's expense. Where no correction is
or can be made, Seller shall refund all monies received for such goods within thirty (30)
days after request is made by Buyer in writing and received by Seller. Notice is
considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute
breach and cause this contract to terminate immediately
17.0 SOFTWARE LICENSE TOSELLER
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-
exclusive, nontransferable, royalty free license to use the software. This software is
"proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for
purposes under this Agreement and any attached work orders or invoices. The Buyer
may not use or share this software without permission of the Seller; however Buyer may
make copies of the software expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service
marks, trade secrets, or any intellectual property rights or other third party
proprietary rights, in the performance of services under this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against the
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 and as Buyer's sole remedy, either: (a) procure for
Buyer the right to continue to use the software and/or documentation; or (b)
modify the software and/or documentation to make it non-infringing, provided
that such modification does not materially adversely affect Buyer's authorized
use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent
non-infringing software and/or documentation at no additional charge to Buyer;
or (d) if none of the foregoing alternatives is reasonably available to SELLER
terminate this Agreement, and refund all amounts paid to SELLER by Buyer,
subsequent to which termination Buyer may seek any and all remedies available
to Buyer under law; and
18.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
19.0 OWNERSHIP OFWORK 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") and Seller
acknowledges that such Work Product may be considered "work(s) made for hire" and
will be and remain the exclusive property of the Buyer. To the extent that the Work
Product, under applicable law, may not be considered 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 rightsinandtothe
WorkProduct.Sellerforitselfandonbehalf ofits 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
goods to be purchased under the order is terminated and the date upon which
such termination becomes effective. Such right of termination is in addition to
and not in lieu of any other termination rights of Buyer as set forth herein.
21.2 Non-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 toanother entity without the express written
consent ofBuyer.Anyattempted assignment ordelegationofSellershall bewholly 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.
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 is intended also as a complete
and exclusive statement of the terms of their agreement. No course of prior dealings
between the parties and no usage of trade shall be relevant to supplement or explain
any term used in this Agreement. Acceptance of or acquiescence in a course of
performance under this Agreement shall not be relevant to determine the meaning of
this Agreement even though the accepting or acquiescing party has knowledge of the
performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the
UCC shall control. In the event of a conflict between the contract documents, the order
of precedence shall be these Standard Terms and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW/ VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the
term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning
the Uniform Commercial Code as adopted and amended in the State of Texas. Both
parties agree that venue for any litigation arising from this contract shall be in Fort
Worth,Tarrant County,Texas.Thiscontractshall begoverned, construedandenforced
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 respondent superior shall not
apply as between Buyer and Seller, its officers, agents, employees, vendors and
subcontractors. Nothing herein shall be construed as creating a partnership or joint
enterprise between Buyer and Seller, its officers, agents, employees, vendors and
subcontractors.
28.0 LIABILITY ANDINDEMNIFICATION.
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 EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALLPERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
28.3 INTELLECTUAL PROPERTY INDEMNIFICATION -
(a) Seller agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as Seller bears the cost and expense of
payment for claims or actions against Buyer pursuant to this section, Seller shall
have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any
such claim; however, Buyer shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest,
and Buyer agrees to cooperate with Seller in doing so. In the event Buyer, for
whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against Buyer for infringement arising under this
Agreement, Buyer shall have the sole right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, Seller shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
Seller timely written notice of any such claim or action, with copies of all papers
Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate Seller's duty to
indemnify Buyer under this Agreement. If the software and/or documentation or
any part thereof is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely
restricted, Seller shall, at its own expense and as Buyer's sole remedy, either: (a)
procure for Buyer the right to continue to use the software and/or
documentation; or
(b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect Buyer's
authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no
additional charge to Buyer; or (d) if none of the foregoing alternatives is
reasonably available to Seller terminate this Agreement, and refund all amounts
paid to Seller by Buyer, subsequent to which termination Buyer may seek any
and all remedies available to Buyer under law.
29.0 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 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under thiscontract,then Buyer will immediately notify Seller
of such occurrence and this contract shall be terminated on the last day of the fiscal
period for which funds have been appropriated without penalty or expense to Buyer of
any kind whatsoever, except to the portions of annual payments herein agreed upon for
which funds shall have been appropriated and budgeted or are otherwise available.
31 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, (2) delivered by facsimile with
electronic confirmation of the transmission, or (3) received by the other party by United
States Mail, registered, return receipt requested, addressed as follows:
TO 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:
100 Fort Worth Trail (previously 100 Energy
Way)
Fort Worth, TX 76102
TO SELLER
NewBasis, LLC
Attn:
2626 Kansas Avenue
Riverside, CA 92507
Facsimile: 951-787-0632
32 NON-DISCRIMINATION
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.
33 IMMIGRATION 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 (1-9). Upon request by Buyer, Seller shall provide Buyer with copies of all 1-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller employee
who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY
BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES,
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.
34 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided bytheSeller must meet or exceed
all applicable health, safety, and the environmental laws, requirements, and standards.
In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the
services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due
to violations of this provision. Buyer shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
35 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said
three years, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records, including, but not limited to, all
electronic records, of Seller involving transactions relating to this Agreement at no
additional cost to Buyer. Seller agrees that Buyer shall have access during normal
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.
36 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990
(ADA), Seller warrants that it and any and all of its subcontractors will not unlawfully
discriminate on the basis of disability in the provision of services to general public,
nor in the availability, terms and/or conditions of employment for applicants for
employment with, or employees of Seller or any of its subcontractors. Seller warrants
it will fully comply with 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.
37 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
applicable rules governing mediation then in effect. If the parties submit the dispute to non-
binding mediationand 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.
38 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 2270 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. By signing
this contract, Seller certifies that Seller's signature provides written verification
to the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract.
39 Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, the Cityis 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 verificationfrom the company thatit: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of the
contract. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
40 Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited fromentering 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. 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.
41 INSURANCE REQUIREMENTS
41.1 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,
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 - EachClaim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy, or a
separate policy specific to Professional E&O. Either is acceptable if
coverage meets all other requirements. Coverage shall be claims-made,
and maintained for the duration of the contractual agreement and for two
(2) years following completion of services provided. An annual
certificate of insurance shall be submitted to Buyer to evidence
coverage.
41.2 General Requirements
41.2.1 The commercial general liability and
automobile liability policies shall name Buyer as an
additional insured thereon, as its interests may appear.
The term Buyer shall include its employees, officers,
officials, agents, and volunteers in respect to the
contracted services.
41.2.2 The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
41.2.3 A minimum of Thirty (30) days' notice of cancellation or
reduction in limits of coverage shall be provided to Buyer. Ten (10) days'
notice shall be acceptable in the event of non-payment of premium.
Notice shall be sent to the Risk Manager, Buyer of Fort Worth, 200
Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth
City Attorney at the same address.
41.2.4 The insurers for all policies must be licensed and/or approved to
do business in the State of Texas. All insurers must have a minimum
rating of A- 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.
41.2.5 Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance
requirement.
41.2.6 Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendor
proceeding with any work pursuant to this Agreement.
Exhibit B – Seller’s Quote
� �1�
Newbasis, LLC Phone : (951) 787-0600
2626 Kansas Avenue, Fax :(951) 787-0632
Riverside, CA 92507 www.newbasis.com
Quotation 00052441
Description / Reference
CITY OF FORT WORTH
Customer 2343555 Our Contact
CITY OF FORT WORTH Mfg Rep :
Date quoted :
Contact : Brandon Callicoat Payment terms
Phone : 682-249-8463 Email : b@fortworthtexas.gov
Quantity
1
Lead time (Weeks) Freight Terms Est. Freight Origin Expires
6 PPD AND BILL 0.00 Riverside, CA 92507 11/23/23
Part Number
PCA121212B-0004
PCA121212-00042
Polymer Concrete Assembly,
Straight Sides,
No Floor,
WUC 3.6,
ANSI/SCTE 77-"T15/20K,
" 3/8" Hex Bolts,
2 Bolt Cover,
Standard Nameplate (ELECTRIC) Installed
FCA101512T-S1001581
FCA101512T-00047
Fiberglass / Polymer Concrete Assembly,
Tapered Sides,
No Floor,
ANSI/SCTE 77 - "T15/20K,
" 3/8" Penta Bolts,
Power EMS,
Standard Nameplate (ELECTRIC) Installed
PCC 1324LJ-10000-LJSM3PNT-SH I P
PCC 1324LJ-X3PX
PC C 1118N 1 AT22-I 1096
PCC 1118LJ-C3PX-CA1
Polymer Concrete Cover,
WUC 3.6,
ANSI/SCTE 77-"T22/32K,"
Non-Skid Surface,
LockJaw Security,
3 Point Bolts
Custom Nameplate "SPECIFY AT TIME OF ORDER" Installed
PCA111812SN32-J 1 BDNN-00001
PCA111812SN32-J 1 BDNN-00001
Unit price
145.01
Extended Price $
145.01
1
Jim (951)941-0920
645
10/24/23
NET 30 DAYS
160.89
1 411.22
1 296.25
1 430.96
160.89
411.22
296.25
430.96
� �1�
Newbasis, LLC Phone : (951) 787-0600
2626 Kansas Avenue, Fax :(951) 787-0632
Riverside, CA 92507 www.newbasis.com
Quotation 00052441
Description / Reference
CITY OF FORT WORTH
Customer 2343555 OurContact Jim (951) 941-0920
CITY OF FORT WORTH Mfg Rep : 645
Date quoted : 10/24/23
Contact : Brandon Callicoat Payment terms : NET 30 DAYS
Phone : 682-249-8463 Email : b@fortworthtexas.gov
Lead time (Weeks) Freight Terms Est. Freight Origin Expires
6 PPD AND BILL 0.00 Riverside, CA 92507 11/23/23
Part Number
POLYMER CONCRETE ASSEMBLY
STRAIGHT SIDES
NO FLOOR
ANSI/SCTE 77 - T22/32K
WUC 3.6
SKID RESISTANT COVER
ONE PIECE COVER
LOCKJAW COVER
3 POINT BOLT
(SPECIFY AT TIME OF ORDER) NAMEPLATE INSTALLED
PCA173012-S1001623
PCA173012-LJX3X-NM 1
Polymer Concrete Assembly,
Straight Sides,
No Floor,
WUC 3.6,
ANSI/SCTE 77-"T22/32K,"
LockJaw Security Cover,
3 Point Bolts,
Pinch Barrier (Shipped Separately)
Custom Nameplate (Specify at time of order) Installed
KITRETRO
LJBRK-KIT
LJ-1118PB
LOCKJAW PINCH BARRIER
11" X 18"
1/32" HDPE PLASTIC
SHIPPED SEPARATELY
LJ-1324PB
Quantity Unit price
1 773.25
1.000 19.90
1.000
1.000
�
5.78
Extended Price $
773.25
19.90
3.54
3.09
LOCKJAW PINCH BARRIER
13" X 24"
� �1�
Quotation 00052441
Description / Reference
Newbasis, LLC Phone :(951) 787-0600 CITY OF FORT WORTH
2626 Kansas Avenue, Fax :(951) 787-0632
Riverside, CA 92507 www.newbasis.com
Customer 2343555 OurContact Jim (951) 941-0920
CITY OF FORT WORTH Mfg Rep : 645
Date quoted : 10/24/23
Contact : Brandon Callicoat Payment terms : NET 30 DAYS
Phone : 682-249-8463 Email : b@fortworthtexas.gov
Lead time (Weeks) Freight Terms Est. Freight Origin Expires
6 PPD AND BILL 0.00 Riverside, CA 92507 11/23/23
Part Number
1/32" HDPE PLASTIC
SHIPPED SEPARATELY
LJ-1730PB
LJ-1730PB
LOCKJAW PINCH BARRIER
17" X 30"
1/32" HDPE PLASTIC
SHIPPED SEPARATELY
Quantity Unit price
1.000 7.87
*"*"* ORDER 1- LJ-BRACKET KIT PER PCC (COVER ONLY) *"*"
***** ORDER 1- LJ- XXXXPB PER FULL ASSEMBLY OR COVER ONLY *****
***** FREIGHT WILL BE DETERMINED WITH QUAUNITIES AND SEPERATE QUOTE WITH QUANTITIES *****
LJ-THT-3PNT-SHIP
T HANDLE TOOL
Please send Purchase Orders to orders@newbasis.com
Please refer to quotation number upon placing your order
Subject to financial approval
1.000 106.37
2.55
106.37
ANY PURCHASE OF NEWBASIS PRODUCTS OR SERVICES PURSUANT TO THIS QUOTATION SHALL BE SUBJECT TO AND SHALL CONSTITU
CUSTOMER'S ACCEPTANCE OF NEWBASIS' STANDARD TERMS AND CONDITIONS OF SALE TO WHICH CUSTOMER AGREES TO BE BOUND
COPY OF WHICH ARE INCLUDED HEREWITH. CUSTOMER AGREES THAT NEWBASIS SHALL NOT BE BOUND BY ANY TERMS OR CONDITIOI
CUSTOMER'S FORM OF ORDER PURCHASE WHICH ATTEMPT TO VARY NEWBASIS ' STANDARD TERMS AND CONDITIONS OF SALE. NEWE
FAILURE TO OBJECT TO SUCH ADDITIONAL TERMS OR CONDITIONS SHALL NOT BE DEEMED A WAIVER OF ANY PROVISION OF NEWBASI!
STANDARD TERMS AND CONDITIONS .
Extended Price $
Total : 2,353.03
� �1�
Newbasis, LLC Phone : (951) 787-0600
2626 Kansas Avenue, Fax :(951) 787-0632
Riverside, CA 92507 www.newbasis.com
Quotation 00052441
Description / Reference
CITY OF FORT WORTH
STANDARD TERMS AND CONDITIONS
This Agreement contains the terms and conditions (the "Terms and Conditions") that apply to orders for and purchases by you (the "Customer" or
"you") of any products ("Products") and other services ("Services") sold by the Newbasis entity ("Newbasis") named on the confirmation of your
order and/or named on the invoice that will be provided to you. By placing an order for the purchase of Products and/or Services from Newbasis,
Customer agrees to purchase the Products and/or Services so ordered and to be bound by and accepts these Terms and Conditions. THESE
TERMSANDCONDITIONSAPPLYUNLESSTHECUSTOMERHASSIGNEDASEPARATEPURCHASEAGREEMENTWITHNEWBASIS, INWHICHCASE
THE SEPARATE AGREEMENT SHALL GOVERN . These Terms and Conditions are
subject to change without prior written notice at any time, at Newbasis' sole discretion.
1. Other pocuments. These Terms and Conditions may NOT be altered, supplemented, or amended by the use of any other document(s),
except as otherwise noted herein. Any attempt to alter, supplement or amend this document or to enter an order for Products and/or Services that
is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both
Customer and Newbasis. Any terms and conditions originating with Customer are superseded by these Terms and Conditions and shall not be or
become part of any agreement between Newbasis and Customer unless specifically accepted in a writing signed by a duly authorized official of
Newbasis.
2. Governing Law; Venue; Limitations on Actions. THIS AGREEMENT AND ANY SALES OF PRODUCTS OR PERFORMANCE OF
SERVICES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS
RULES.THEPARTIESAGREETHATTHISAGREEMENTISENTEREDINTOINTHESTATEOFCALIFORNIAANDTHATANYACTIONNECESSARYTO
ENFORCE THIS AGREEMENT SHALL BE BROUGHT IN THE STATE OF CALIFORNIA,
COUNTY OF SAN FRANCISCO. No actions arising out of the sale of Products or performance of Services covered by this Agreement, other than
an action by Newbasis to recover any amounts owed to Newbasis in connection with the purchase of Products or performance of Services, may
be brought by either party more than one (1) year after the cause of action accrues.
3. Orders. All orders for Products and Services shall be made on a form of purchase order approved by Newbasis. All orders are subject
to a minimum charge of $500.00, except when ordering replacement parts. Orders are not binding upon Newbasis until accepted and confirmed
either in writing or electronically by Newbasis from its California facilities.
4. Payment Terms. Unless credit terms have been agreed to by Newbasis separately in writing, payment for Products and/or Services is
to be made in advance of shipment of Products or performance of Services by authorized credit card, wire transfer, or some other prearranged
payment method.
5. Credit Terms; Interest. With approved credit, terms of payment are net 30 days from the date of Newbasis' invoice. Credit approval is
subject to Newbasis' acceptance of Customer's credit application and an initial minimum order of $5,000.00. All shipments on open credit accounts
are subject to approval of Newbasis' credit department. Credit accounts are considered to be in good standing if all payments are made within
agreed terms. Good standing is jeopardized when Customer pays after agreed terms. Newbasis may refuse or delay shipments if Customer fails
to pay promptly any payments due to Newbasis. Customers' credit accounts that are not in good standing will be subject to cancellation. Credit
accounts with no activity for more than one year will be closed. Customer agrees to pay a service charge of 1.5% per month or 18% per annum
on all past-due accounts.
6. Security Interest. Until the purchase price and all other charges payable to Newbasis for any Products ordered by Customer have
been received in full, Newbasis hereby retains, and Customer hereby grant to Newbasis a security interest in the Products delivered to Customer
and any proceeds therefrom and Customer agrees to execute any additional documents necessary to perfect Newbasis' security interest in the
Products.
7. Customer Insolvency. If Customer becomes insolvent or if Customer is in default for credit reasons under these Term and Conditions,
Newbasis shall be entitled, at Newbasis' option, to discontinue further performance of all or part of the order, to withhold shipments, in whole or in
part, cease performance of Services and/or to recall Products in transit, retake same, and repossess all Products which may be stored with
Newbasis for Customer's account, without the necessity of taking any other proceedings. Customer consents that all Products so withheld,
recalled, retaken or repossessed shall become Newbasis' absolute property, provided that Customer is given full credit, therefore. The foregoing
shall not be construed as limiting, in any manner, any rights or remedies available to Newbasis under contract, at law or equity.
8. Delivery; Shipping Charges; Taxes. Unless otherwise agreed to in writing by Newbasis, all sales and prices are F.O.B Newbasis'
facility (as defined by the California Uniform Commercial Code), notwithstanding any provision contained herein to the contrary. Delivery to a
common carrier, licensed trucker or Customer directly shall constitute tender of delivery to Customer and all risk of loss or damage in transit shall
be borne by Customer. In no event shall Newbasis be held liable for any damages or expenses caused by delays in delivery. The parties
recognize that delivery dates are approximate. The acceptance of the Products by the Customer shall constitute a waiver of all claims for delay.
Customer and Newbasis agree that "TIME IS NOT OF THE ESSENCE" in Newbasis' performance of an order made under these Terms and
Conditions.
For orders accompanied by a valid freight allowed quotation, Newbasis shall pay the cost of freight to Customer's ship-to location,
unless otherwise specified in writing. Notwithstanding the foregoing, the Customer shall still be responsible for risk of loss or damage in transit and
for arranging and paying for any insurance. Newbasis reserves the right to select the most convenient routes. Routing may change from day to
day and no specific routing can be guaranteed. Newbasis will attempt to consolidate shipments to allow Customer to take advantage of the freight
allowed policy, but Newbasis cannot guarantee this, nor will Newbasis hold orders for more than five (5) business days for this purpose.
For orders of Product not accompanied by a freight allowed quotation, Customer shall prepay all freight, transport, shipping and handling
from Newbasis' facility, unless otherwise specified in writing. Unless the Customer specifically requests the fastest route, Newbasis will route all
freight on the lowest cost option of the day. The lowest cost option may differ from the amount of freight and insurance quoted to Customer at the
time of order, and Newbasis cannot be held responsible for any variation between quoted and actual freight cost.
� �1�
Newbasis, LLC Phone : (951) 787-0600
2626 Kansas Avenue, Fax :(951) 787-0632
Riverside, CA 92507 www.newbasis.com
Quotation 00052441
Description / Reference
CITY OF FORT WORTH
If requested by the Customer in writing, Newbasis shall make Product available for pick up by Customer at the F.O.B. location. Newbasis
shall notify the Customer when Product is ready for pick up Customer at the F.O.B. location. Standard Product not picked up within ten (10)
business days of such notification will be returned to Newbasis' inventory. Customized or special ordered Product not picked up within ten (10)
business days of such notification will be automatically billed to Customer and subject to a restocking fee (30% of sales value), unless otherwise
specified in writing.
Unless Customer provides Newbasis with a valid and correct tax exemption certificate applicable to the Product ship-to location and
F.O.B. location prior to Newbasis' acceptance of the order, Customer is responsible for sales and all other taxes associated with the order
however designated (including any use, excise, property, import, export or such taxes that may be levied on the transaction by local, state, federal
or foreign governments), except for Newbasis's franchise taxes and taxes on Newbasis' net income. If applicable, a separate charge for taxes
will be shown on Newbasis' invoice to the Customer.
If Newbasis is prepared to make shipment of Product, and Customer delays delivery, terms of payment shall apply as though delivery
had been affected as of the date that Newbasis was prepared to make shipment. All costs associated with handling, care and custody of the
Products shall be borne by the Customer.
9. Title; Risk of Loss. Title to Products passes from Newbasis to Customer upon delivery at the F.O.B. location. Loss or damage that
occurs after delivery at the F.O.B. location is Customer's responsibility.
10. Inspection and Acceptance of Products. Except as otherwise provided herein, final inspection and acceptance of Products
provided by Newbasis will be made by Customer within five (5) business days of receipt of the Products at Customer's facility, or within five
(5) business days after delivery of the Products at the F.O.B. location where Customer's authorized representative inspects the Products at the
F.O.B. location. Such inspection shall be deemed to include conformance with Customer's specifications and for correct size, depth and quality
consistent with allowable tolerance and variation in accordance with usual trade practices. Failure of Customer to inspect such Products at its
facility or at the F.O.B. location and notify Newbasis in writing on any nonconformities of such Products, except for latent nonconformities not
reasonably discoverable by Customer, within the above time period shall be deemed to mean acceptance has occurred. Customer must notify
Newbasis in writing of any shortages in Product delivered within 48 hours of delivery of any corresponding order for such Product supported by a
Bill of Lading confirming the shortage.
11. Limited Warranty. NEWBASIS WARRANTS ITS PRODUCTS WILL BE FREE FROM STRUCTURAL DEFECTS IN MATERIALS AND
WORKMANSHIP OF NEWBASIS ONLY FOR ONE YEARAFTER DELIVERY. NEWBASIS DISCLAIMSALL OTHER WARRANTIES WITH RESPECTTO
THE PRODUCTS OR SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITYAND
FITNESSFORAPARTICULARPURPOSE.NEWBASISEXPRESSLYDISCLAIMSALLWARRANTIESFORANYPRODUCTORCOMPONENTSTHEREOF
NOTMANUFACTUREDBYNEWBASIS. NEWBASIS'RESPONSIBILITYFORWARRANTYCLAIMSISLIMITEDTOREPAIRORREPLACEMENTATTHE
SOLE DISCRETION OF NEWBASIS.
Newb�is����rjg�ji�,q�oqlZ���ar,q�t��j��iip�dq��a��o���i�� accepted by Newbasis is a binding commitment of Customer to
purchase the Product and/or Services so ordered and such purchase of Product and/or Services by Customer is not subject to cancellation by
Customer. All sales of customized Products are final. All other returns, except returns made for reason of valid rejection for substantial
nonconformity, shall be made by Customer in writing to Newbasis within five (5) business days of receipt of the Products at Customer's facility or
within five (5) business days after delivery of the Products at the F.O.B. location where Customer's authorized representative inspects the
Products at the F.O.B. location and only with the written consent of Newbasis, which may be withheld at the sole discretion of Newbasis. All such
returns shall be Customer's sole expense and risk of loss. Customer shall also be responsible for a 30% restocking fee and round-trip freight
charges.
13. Products; Services; Pricing. Newbasis' policy is one of on-going Product and Services update and revision. Newbasis may revise
and discontinue Products and Services at any time. Prices for Product and Services may be changed by Newbasis at anytime without notice.
14. Limitation of Liability. NEWBASIS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY
LIABILITYFORPRODUCTSNOTBEINGAVAILABLEFORUSEORLOSTPROFITSORFORTHEPROVISIONOFSERVICES.NEWBASISWILLNOTBE
LIABLEFORLOSTPROFITS,LOSSOFBUSINESSOROTHERCONSEQUENTIAL,SPECIAL, INDIRECTORPUNITIVEDAMAGES,EVENIFADVISEDOF
THEPOSSIBILITYOFSUCH DAMAGES, ORFORANYCLAIMBYANYTHIRDPARTYEXCEPTASEXPRESSLYPROVIDEDHEREIN.THIS LIMITATION
OFLIABILITYAPPLIESBOTHTOPRODUCTSANDSERVICESCUSTOMERPURCHASESUNDERTHISAGREEMENT.CUSTOMERAGREESTHATFOR
ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, NEWBASIS IS NOT LIABLE OR
RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC
PURCHASE OF PRODUCTSANDSERVICESUNDERTHISAGREEMENTTO WHICHTHECLAIMOFLIABILITYRELATES. CUSTOMERAGREESTHAT
FORANYLIABILITYRELATEDTOTHEPURCHASEOFSERVICESNOTBUNDLEDWITHPRODUCTSUNDERTHISAGREEMENT,NEWBASISISNOT
LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE
SPECIFIC PURCHASE OF SERVICES UNDER THIS AGREEMENT TO WHICH THE CLAIM OF LIABILITY RELATES .
15. Applicable Law; Not For Resale. Customer agrees to comply with all applicable laws and regulations of the various states, the United
States and any applicable foreign countries. Customer agrees and represents that Customer is buying for its own internal use only and not for
resale.
16. Services. Newbasis may, at its discretion, make Services available to Customers. Services may vary from Product to Product.
Newbasis may, at its discretion, implement additional policies and the conditions to govern the performance of Services by Newbasis. To the
extent applicable, the Services policies and conditions in place at the time of purchase will apply to Customer's purchase of Services. Newbasis
has no obligation to provide Services until Newbasis has received full payment for the Product and/or Services that Customer ordered.
17. General. This Agreement, including documents referred to herein and any order and corresponding confirmation to which this
Agreement applies, embodies the entire agreement and understanding between Customer and Newbasis and supersedes any prior agreements or
understandings between Customer and Newbasis concerning the subject matter hereof. This Agreement, including any order to which this
� �1�
Newbasis, LLC Phone : (951) 787-0600
2626 Kansas Avenue, Fax :(951) 787-0632
Riverside, CA 92507 www.newbasis.com
Quotation 00052441
Description / Reference
CITY OF FORT WORTH
Agreement applies, may not be assigned without the prior written consent of Newbasis. The invalidity, in whole or part, of any provision of this
Agreement shall not affect the validity or enforceability of any other provision. The section headings used herein are for convenience of reference
only and do not form a part of these Terms and Conditions, and no construction or inference shall be derived therefrom .
18. Authority. Any person placing an order to purchase Product and/or Services pursuant to this Agreement represents and warrants, by
placing such order, that he or she has full authority to enter into this Agreement on his or her behalf and/or that of any other entity he or she may
designate and further agrees to joint and severable liability with such other designated entity for all amounts payable under the Agreement and any
order placed hereunder.
19. Indemnity. Customer agrees to defend, indemnify, and hold harmless Newbasis, its officers, directors, members, managers,
employees, agents and representatives from and against any and all claims, demands and liabilities, including costs, expenses and attorneys' fees,
caused or claimed to be caused, directly or indirectly, by Customer in connection with Customer's transport, delivery, installation, use or ownership
Exhibit C – Sole Source Justification Letter
2626 Kansas Avenue
Riverside, CA 92507
951-787-0600
951-787-0632 fax
www.newbasis.com
October 23, 2023
To Whom It May Concern:
This letter is to confirm that the Newbasis Lockjaw Security System is a sole source product, manufactured, sold,
and distributed exclusively by Newbasis No division of, Newbasis nor any other company, makes a similar or
competing product.
There is no other like item(s) or product(s) available for purchase that would serve the same purpose or function
and there is only one Newbasis Lockjaw Security System that provides:
Opposing force locking system
Discrete security with a Tier 22 rating
Non – Conductive
Indirect path to well-hidden security bolt
Non – standard sizes & patterns for security bolts
If you desire additional information, don’t hesitate to contact me at 951-941-0920 at any time.
Thank you for your interest in our product(s).
Jim Chisum
Regional Sales Manager
jchisum@newbasis.com
office: 951.787.0600 | direct: 951.941.0920 | mobile: 951.941.0920
2626 Kansas Ave. | Riverside, CA 92507 | newbasis.com
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it, may contain confidential
and/or legally privileged information. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any
of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please
immediately notify us by reply e-mail, or by telephone at (951) 787-0600, and please destroy the original transmission and its attachments without
reading or saving in any manner. THANK YOU.
Exhibit D – Sole Source Procurement Justification
Page 1 of 7
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252’s biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney’s determination.
Section 1: General Information
Requesting Department: Transportation & Public Works Traffic Division
Name of Contract Manager: Brandon Callicoat
Department’s Attorney: Jeremy Anato-Mensah
Item or Service sought: Newbasis Lockjaw Security System that provides
opposing force locking system, discrete security with a Tier 22 rating, Non-Concutive, indirect
path to well-hidden security bolt, non-standard sizes & patterns for security bolts. As a
solesource provider the vendor manufacturers non conductive customized zipper covers.
Goods:
Service:
Anticipated Amount: $150,000.00
Vendor: Newbasis
Current/Prior Agreement for item/service: Yes No
CSC or Purchase Order #:
Amount:
Projected M&C Date:
How will this item or service be used?
NA
NA
03//2024
To secure and prevent theft of copper wire systems
installed on traffic streetlights.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes No
Page 2 of 5
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: Department contacted buyer (Charles Benson) and was informed to
complete an exemption form and to complete the contract.
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole-source exemption, only complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth’s residents;
A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
A procurement for personal, professional, or planning services;
A procurement for work that is performed and paid for by the day as the work
progresses;
A purchase of land or a right-of-way;
Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
Personal property sold:
at an auction by a state licensed auctioneer;
at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
Page 3 of 5
under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Services performed by blind or severely disabled persons;
Goods purchased by a municipality for subsequent retail sale by the municipality;
Electricity; or
Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE - For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source, including:
items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
films, manuscripts, or books;
gas, water, and other utility services;
captive replacement parts or components for equipment;
books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
There are no other vendors that provide or create locking mechanisms to secure copper wires
with non-conductive material but this vendor.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
https://www.nbcdfw.com/news/local/thieves-target-copper-in-street-lights/1895464/; link
Page 4 of 5
provides a media story of theft of copper in the City since 2011.
Another vendor was listed via Google. Vendor’s name is Sipra Corp. I contacted Zack with Sipra
Corp and found out the company only manufacturers metal covers. The City does not use metal
covers due to the conduction of the electricity will cause safety issues that include electrocution
deaths.
https://www.sipracorp.com/index.php/lockjaw-products
Did you attach a sole source justification letter? Yes No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). There
are no other vendors that sell non-conductive security systems in the United States other than
Newbasis. The product was specifically selected to safety and security mechanisms for all
streetlight utility boxes for the City. Research via google was implemented and there is no other
vendors available. There is no other like item(s) or product(s) available for purchase that would
serve the same purpose or function and there is only one Newbasis Lockjaw Security System that
provides: Opposing force locking system Discrete security with a Tier 22 rating Non-
conductive, Indirect path to well-hidden security bolt, Non-standard sizes & patterns for security
bolts.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase?Yes No.
Was there anything attached to this form that was relied on in making this determination?
Yes No.
If yes, please explain: The Department provided a sole source letter.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes No.
If yes, please explain: N/A
Will the standard terms and conditions apply? Yes No.
Will the contract require special terms?Yes No.
Will the contract require review by the department attorney?Yes No.
Approved By:
Page 5 of 5
Date: 12/01/23
Jeremy Anato-Mensah
Assistant City Attorney
Exhibit E - CONFLICT OF INTEREST
QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a
person who contracts or 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 Buyer, or submits an application or response to a request for proposals or bids,
correspondence, or another writing related to a potential agreement with the Buyer.
Updated Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The
form is also available at http://www.ethics.state.tx.us/forms/CIO.pdf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C
misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship
that you might have with the Buyer, state Seller name in the# 1, use N/A in each
of the areas on the form. However, a signature is required in the #4 box in all
cases.
x
x
None
None
5/13/2024
SELLER CONTACT INFORMATION
Seller’s Name: ______________________________________________________________
Seller’s Local Address: _______________________________
Phone: __________________ Fax: __________________
Email:
_______________________________________________________________
Name of person to contact when placing an order or invoice questions:
Name/Title: ________________________________________
Phone: _____________________________ Fax: __________________
Email:
_______________________________________________________________
Name/Title: ______________________________
Phone: _______________ Fax: __________________
Email:
_______________________________________________________________
Name/Title: ________________________________
Phone: _____________________________ Fax: __________________
Email:
________________________________________________
___________________________ ________________________________ ___________________
Signature Printed Name Date
Matthew Stockbridge 5/13/2024
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 03/26/24 M&C FILE NUMBER: M&C 24-0244
LOG NAME: 20LOCKJAW SECURITY SYSTEM EQUIPMENT
SUBJECT
(ALL) Authorize Execution of Sole Source Agreement with Newbasis, LLC for Lockjaw Security System Equipment in an Annual Amount Not to
Exceed $150,000.00 and Authorize Up to Four (4) One-Year Automatic Renewals
RECOMMENDATION:
It is recommended that the City Council authorize a Sole Source Agreement with Newbasis, LLC for Lockjaw Security System Equipment in an
annual amount not to exceed $150,000.00 and authorize up to four (4) one-year automatic renewals.
DISCUSSION:
The Transportation and Public Works Department (TPV� recommends entering into a Sole Source Agreement with Newbasis, LLC (Newbasis) to
purchase Lockjaw Security Equipment for an amount not to exceed $150,000.00.
Newbasis is the exclusive manufacturer of the Lockjaw Security System, which is presently deployed to safeguard against copper wire theft in all
streetlight utility boxes. Newbasis is the officially recognized sole manufacturer and dealer for the United States region, providing the only non-
conductive wiring security protection available.
Funding is budgeted in the General Capital Projects Fund for the TPW Streetlight Department for the purpose of funding the FY 24 PAYG SL
ARTERIALS project.
DIVERSITY AND INCLUSION (DVIN): A waiver of the goal for Business Equity subcontracting requirements was requested, and approved by the
DVIN, in accordance with the applicable Ordinance, because the waiver request is based on the sole source information provided.
COMPETITIVE BIDDING: The procurement process is exempt from competitive biddings requirements under Section 252.022(a)(7) of the Texas
Local Government Code. This exemption applies because the specified vendor is the sole source manufacturer of the lockjaw equipment they
provide.
AGREEMENT TERMS: Upon Assistant City Manager signature, the agreement will begin upon execution and will end one year from that date.
RENEWAL OPTIONS: This agreement may be renewed automatically for up to (4) four one-year options. This action does not require specific City
Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by
relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the General Capital
Projects Fund for the FY24 PAYG SL ARTERIALS project to support the approval of the above recommendation and execution of the agreement.
Prior to an expenditure being incurred, the Transportation and Public Works Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office bk Jesica McEachern 5804
Originating Business Unit Head: Lauren Prieur 6035
Additional Information Contact: Monty Hall 8662
Routing and Transmittal Slip
Transportation & Public Works Department
DOCUMENT TITLE:Newbasis, LLC
For:New Sole Source Agreement for Lockjaw Equipment
M&C: 24-0244 CPN: CSO: DOC#:
Date:
To: Name Department Initials Date Out
1.Brandon Callicoat TPW-Signature
2.Anna Benavides TPW-Signature
3.Martin Phillips TPW- Initials
4.Lauren Prieur TPW- Signature
5.Je Legal- Signature
6.Jesica McEachern ACM- Signature
7.Ronald Gonzales CSO – Initial
8.Jannette Goodall CSO-Signature
9.Allison Tidwell CSO-Assign CSC
10 Tabitha Giddings TPW-Admin
11
12
13
14
DOCUMENTS FOR CITY MANAGER’S SIGNATURE: All documents received from any and all
City Departments requesting City Manager’s signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review
and take the next steps.
NEEDS TO BE NOTARIZED: YES No
RUSH:YES No SAME DAY:YES No NEXT DAY:YES No
ROUTING TO CSO:YES No
Action Required: Attach Signature, Initial and Notary Tabs
As Requested
For Your Information
Signature/Routing and or Recording
Comment
File