HomeMy WebLinkAboutContract 616311
CITY OF FORT WORTH
PURCHASE AGREEMENT
This Purchase Agreement (“Agreement”) is entered into by and between Perry Weather, Inc.
(“Seller”), a Delaware corporation, and the City of Fort Worth (“Buyer”), a Texas home rule
municipal corporation, each individually referred to as a “party” and collectively as the “parties.”
The Agreement includes the following documents, which shall be construed in the order of
precedence in which they are listed:
1.This Purchase Agreement;
2.Exhibit A: Terms and Conditions;
3.Exhibit B: Conflict of Interest Questionnaire;
4.Exhibit C: Seller Contact Information; and
5.Exhibit D: Seller’s Quote and Order Form
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes, including all terms and conditions referenced therein. The amount of
this contract shall not exceed $50,000.00 during any one-year term.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed by the
Buyer’s Assistant City Manager.
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BUYER
CITY OF FORT WORTH
By:
Name: William Johnson
Title: AssistantCityManager
Date:
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.
APPROVAL RECOMMENDED:By:
Name: Loraine Coleman
Title: Administrative Services Manager
By:
Name: Robert A. Alldredge, Jr.
Title: ExecutiveAssistantChief
APPROVED AS TO FORM AND
LEGALITY:
ATTEST:
By:
Name: Trey Qualls
Title: Assistant City Attorney
By:
Name: JannetteS. Goodall
Title: City Secretary
CONTRACTAUTHORIZATION:
M&C: N/A
Date Approved: N/A
Form 1295 Certification No.: N/A
SELLER
PERRY WEATHER, INC.
By:
Name:James Skidmore
Title: Chief Operating Officer
Date:
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Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
For purposes of this Agreement, “Buyer” means and includes 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
For purposes of this Agreement, “Seller” means and includes Perry Weather, Inc., its
officers, agents, servants, employees, vendors, and subcontractors, or other providers of
goods and/or services who act on behalf of Perry Weather, Inc.
3.0 TERM
This Agreement shall begin on the date signed by the Buyer’s Assistant City Manager
(“Effective Date”) and shall expire one (1) year from that date, unless terminated earlier in
accordance with this Agreement. Buyer shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to four (4) one-year
renewal periods.
4.0 PUBLIC INFORMATION
Buyer is a governmental entity under the laws of the State of Texas, and as such all
documents held or maintained by or on behalf of Buyer are subject to disclosure under the
Texas Public Information Act. In the event there is a request for information marked
Confidential or Proprietary by Seller, Buyer shall promptly notify Seller. It will be the
responsibility of Seller to submit reasons objecting to disclosure to the Texas Attorney
General. 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
without notification to Seller in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTERESTS 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
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corporation contracting with the City shall render the contract voidable 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 Buyer 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. Sellershall bear the cost of packaging
unless otherwise provided. Goods shall be suitably packed to secure lowest transportation
costs and to conform to requirements of common carriers and any applicable specifications.
Buyer's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
11.0 PLACE OF DELIVERY
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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 will 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 or State or City Sales Tax in its invoices.
The Buyer shall furnish a tax exemption certificate upon Seller’s request.
13.3 Payment. All payment terms shall be “Net 30 Days” unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the Buyer’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
similarquantities under like conditions and methods of purchase. Intheevent 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
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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 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. Notwithstanding anything to the contrary herein, the
terms in Exhibit D, including warranties and limitations, shall control over any conflicts
with this paragraph.
16.0 SAFETY WARRANTY
Seller warrants that the products 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 a 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
Buyerwill 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 the Notice to Parties Section below. 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 non-exclusive, nontransferable license to use the
software, subject to the licensing terms in Exhibit D.
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
theBuyer for infringement of anypatent, copyright, trademark, service mark,
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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,orpay,at its own cost and expense, any claim
or action against Buyer for infringement of any patent, copyright, trademark,
trade secret, or similar propertyright 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 or 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 or 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.
18.4 The representations, warranties, and covenants of the parties contained in
sections 18, 19, 26, 28, 29, 31, 32, 33 and 35 of this Agreement will survive the
termination and/or expiration of this Agreement.
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19.0 RESERVED
Reserved.
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 Agreement 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 Reserved.
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
Except to the extent assigned to a related entity or as a part of the sale of all or substantially
all of its assets or as a part of a merger, sale, or other corporate transaction, 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
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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, including any terms and conditions referenced
therein. This Agreement is intended by the parties as a final expression of their mutual
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 but not defined in this Agreement, the
definition contained in theUCCshall control. In the eventof a conflict between the contract
documents, the order of precedence shall be as stated on page no. 1 of this Agreement.
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. 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,
andshall be solely responsible for the acts and omissions of its officers, agents, employees,
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vendors, and subcontractors. The doctrine of respondeat superior shall not apply as
between Buyer and Seller, Seller’s officers, agents, employees, vendors, and
subcontractors. Nothing herein shall be construed as creating a partnership or joint
enterprise between Buyer and Seller, Seller’s officers, agents, employees, vendors, and
subcontractors.
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 GROSS NEGLIGENCE, MALFEASANCE, OR
INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS, OR EMPLOYEES WHILE SELLER’S EMPLOYEES ARE ON-
SITE AT BUYER’S PREMISES.
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 ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE GROSS NEGLIGENCE, MALFEASANCE,
OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS, OR EMPLOYEES WHILE SELLER’S EMPLOYEES ARE ON-
SITE AT BUYER’S PREMISES.
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, TRADEMARK, 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
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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 OR 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 OR 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 FISCAL FUNDING LIMITATION
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In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period
for payments due under this contract, then Buyer will immediately notify Seller of such
occurrence and this contract shall be terminated on the last day of the fiscal period for which
funds have been appropriated without penalty or expense to Buyer of any kind whatsoever,
except to the portions of annual payments herein agreed upon for which funds have been
appropriated and budgeted or are otherwise available.
31.0 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, (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: TO SELLER:
City of Fort Worth
Attn: Purchasing Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
Perry Weather
Attn: James Skidmore
3102 Oak Lawn Ave Ste #202
Dallas, TX 75219
With copy to Fort Worth City
Attorney’s Office at same address
32.0 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subvendors, and successors in interest,
as part of the consideration herein given, 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.
33.0 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
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Agreement. Seller shall adhere to all federal and state laws and 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.
34.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of
this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
35.0 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 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.
36.0 DISABILITY
In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
Seller warrants that it and any of its subcontractors will not unlawfully discriminate on the
basis of disability in the provision of good or services, 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 the ADA's provisions and
any other applicable federal, state, and local laws concerning disability. Violation of the
provisions in this paragraph by Seller will constitute a material breach of this Agreement and
serve as grounds for cancellation of this Agreement per section 20.0;
37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
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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, 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 notice of the dispute, then the parties may
submit the matter to non-binding mediation upon written consent of authorized representatives
of both parties. 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.
38.0 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 Buyeris 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
Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Texas
Government Code is applicable to this Agreement, by signing this Agreement 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.
39.0 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, Buyer 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” shall have the meanings
ascribed to those terms in 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
Buyer that Seller: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
40.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES.
15
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 Buyer 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,” “firearm entity,” and
“firearm trade association” have the meanings ascribed to those terms in 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 Buyer 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.
41.0 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, or representatives in the course of providing services under
this Agreement. “Any vehicle” shall include any vehicle owned,
hired, or 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):
16
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy or
a separate policy specific to Professional E&O. Either is acceptable
if coverage meets all other requirements. Coverage shall be claims-
made and maintained for the duration of the contractual agreement
and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to Buyer to
evidence coverage.
41.2 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 its 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 for the City of Fort
Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the
Fort Worth City Attorney at the address noted above.
(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.
17
Exhibit B – 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 or “Buyer”) must disclose in
the Conflict of Interest 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 writingrelated to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of Form CIQ is enclosed. The form is also available at
https://www.ethics.state.tx.us/data/forms/conflict/CIQ.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, fill in box # 1 with Seller’s name and use “N/A” in each
of the other areas on the form. However, a signature is required in the box #4 in all
cases.
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
This questionnaire refiects changes made to the law by H.B. 23, 84th Leg., Regular Session.
FORM CIC�
OFFlCE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Govemment Code, oa�� Re_e�,,�
by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local
governmental entity and the vendor rneets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator of the local govemmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Govemment Code.An offense under this section is a misdemeanor.
N3me of vendor who has a buslness relatlonship wlth local governmental entlry.
Perry Weather, Inc.
you are t�ung an update to a
(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 originaly filed questionnaire was
incomp6ete or inaccurate.)
Name of local government officer about whom the Information In thls sectlon Is being disclosed.
NA
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 Iikely to receive taxable income, other than investment
income, from the vendor?
� Yes � No
B. Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
� Yes � No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
� Yes � No
D. Describe each employment or business and family relationship with the local government officer named in this section.
lf�Y°'✓����.. .
8 gnatur� cf van or doing busfness wRh the governmental entity
6/26/24
Date
Adopted 8i7i2015
1$
Exhibit C— SELLER CONTACT INFORMATION
Seller's Name: Perry Weather, Inc.
Seller's LoCal AddPesS: 3102 Oak Lawn Ave
Phone: 469-546-5082
Fax: NA
Email: info@perryweather.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Caroline Shellenberger
Phone: 214-537-7844 Fax:
Emall: caroline@perryweather.com
Name/Tltle Brandy Hall
Phone: NA Fax: NA
Emall: billinq@perryweather.com
Name/Title
Phone:
Fax:
Email:
��`��� Caroline Shellenberger 6/26/2024
�
Signature Printed Name Date
19
Exhibit D— SELLER'S QUOTE AND ORDER FORM
perry 7 1r,JPi:3t�lE:'�
CUSTOMER
Customer Name
Customer Addnss
ORDER FORM
Ciry of Fort Worth
200 Tezas SUeet
Fort Worth, TX 76102
Exerr�pt irom
3ales Taz?
!f your enfity is exempt irom sales fax, please emai� an exemptron certficafe
I to b.u';,nv�,^a�errytiveather cnm to remove sales tax from yourinvoices.
P�rry W�ath�r R�p Carol�ne Sherenberger
PRIMARY CONTACT
Full Name
r�de
Email
Phone
ORDER INFORMATION
Quota �
Ibmizsd Pricing
Initiel Term: Start Date
Inidsl T�rtn: End Dat�
Billing Frequency
Bllling Method
Addklonal Not�a
EMAIL INVOICES TO
Accou�s Payabb Email
Other Fme71(s)
20240517-083328327
Sea aKached quote
Ofi130/2024
O6/29R025
Mnual
Email
�
I
Th�s Ordw Form a govamad by It+a tarms d Porry WaatAer Tams 8 Conditions (':'W Tarms') sva�labls el �-rp ::,,m�N: ,rnr;. ;�,�►-g�i-�r �-,� :, Tha
PW Tartns sro heroDy inoorporllod Info this documant by r9fsronco, Pnoas BsOad for protlucxs snd sorvkos on tho Quole anoln ordarod horoundw m�y
nd Indud� �rcy appliwd� IaK�s. Si.bscriptfons purch�s�d unWr th�s Ord�� Form m�y b� biIIW in ativsnc� acoordf�g lo th� Bing fnawncy bt�d
�bove and wi ranew �ccordng to the P1N Tem�s. By signing b�lo�. You npres�� and warrant U►sl you hw� tM fu� aulhorUy bo �nbr IMo thb
Ord�r and tM PW T�rms on bN+alf M Cuslom�r,
Cwtom�r:� Psrry W�ath�r:
By: Wuiam �onnson (� � z, zoza laso cor) By: I� �f"'`" '��""i
Name: William Johnson Na�: James Skidmore
riae: Assistant City Manager T-��: Chief Oparating Officer
20
Comments irom Caroline Shellenberger
Products 8 Services
Nam�
Software � Outdoor Warning System (OWS)
S�bscription B�ndle
���- �VARE:
- �G users/ unil �20 [ota�i w/ mobi�e app � computer
dashboard
- Custom text alerts for hea� (ightning, etc.
- 24/7 Meteoro�ogist support fcail. :ex[, and emai�)
- Widget for website,ll/, et�.
- Mass Notify featLre
- Monitor each facil�ty seParete�y
- GPS Specific alerts as you trave�
Qty Unit pric�
2 $4,Q00.00
/ year
Total
$8,000.00 / year
!orlyear
OUTDOOR WARM'vG SYSTEM:
- Fully Wire�ess (So�ar��Cellu�ar Powered)
-Automated and hlanusliy triggered
- Custom text-to-speech PA
- Full Control of Active Siren Days/Times
- Flashing Strobe Light
Full Service Installation, Per Unit
Subtotals
Ar�ual Sub�otal
One-t ^-�e subtotal
Total
$11.20Q 00
2 $1,600.00
•• ••
$B,oCaaa
$3,2�C C�
Important Notes: C�sto�ner is resoonsib�e for prnvfding a lih or bucket truck if needed fo• hardwa�e
ilsl�l�a[ on (i` app�i::able) Quoteda�:- i,,,. .i':�..c�: �.... �F F,�i .a`;�,� ,. i. _ i< �.>: • . 'i ; ::,,�I � :.-�1 -. '-',! t:�.
-:r.�� �e�d : :� t:�ll��,:ar�_F-.�ry.v-at�i�r.ee�r
21
perry f weather