HomeMy WebLinkAboutContract 61909CSC No. 61909
FORT WORTH
CITY OF FORT WORTH
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is entered into by and between Bizon Group, Inc.,
dba, Conexwest Corporation ("Seller") and the City of Fort Worth, ("Buyer"), a Texas
home -rule municipal corporation, individually referred to as "party" and collectively as
"parties".
The Purchase 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
7. Exhibit D: Seller's Quote.
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. The Amount of this contract shall not exceed twenty-five
thousand dollars.
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. This Agreement may be executed by electronic signature,
which will be considered as an original signature for all purposes and have the same force and
effect as an original signature. For these purposes, "electronic signature" means electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original
signature, or signatures electronically inserted via software such as Adobe Sign.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
Tic a�9
By: Dana Burghdoff (Aug ,�2024 % CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Aug 26, 2024
APPROVAL RECOMMENDED:
By: Jame�s(Aug 26, 202409:23 CDT)
Name: James Davis
Title: Fire Chief
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
Bizon Group, Inc., dba, Conexwest, Corp.
By: kle6ts 9 t"06:
Name: Vitali Barkoiski
Title: CEO
Date: 08/20/2024
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: _Aug 26, 2024 08:35 CDT)
Name: Brenda Ray
Title: Fire Contract Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Andrea Phillips
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved: N/A
Form 1295: N/A
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Bizon Group, Inc., dba, Conexwest, Corp., 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
Emma Serrano
This Agreement shall begin on the date signed by Buyer's Assistant City Manager
("Effective Date") and shall expire on September 30, 2025 ("Expiration 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 options, at Buyer's sole discretion.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer 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.
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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 sub -
vendors who act on behalf of various City departments, bodies or agencies are
authorized to place orders for goods and/or services without providing approved
contract numbers, purchase order numbers, or release numbers issued by the
Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant
to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies, the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and
(d) Number of the container bearing the packing slip. Seller shall bear the cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any
applicable specifications. Buyer's count or weight shall be final and conclusive on
shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of
lading will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery 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.
08/20/2024
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11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them.
Seller shall be responsible for all charges for the return to Seller of any goods rejected as
being nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of
lading and the freight waybill, when applicable, should be attached to the invoice.
Seller shall mail or deliver invoices to Buyer's Department and address as set
forth in the block of the purchase order, purchase change order or release order
entitled "Ship to." Payment shall not be made until the above instruments have
been submitted after delivery and acceptance of the goods and/or services. Invoices
must be either a PDF or TIFF format and emailed to supplierinvoices(&fortworthtexas.aov. The
invoice shall contain: 1) The CSCO; 2) Department Purchase Order Number; 3) PeopleSoft
Contract Number; 4) Department Business Unit Number, 5) Address where service/commodity
was delivered.
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.
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14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for
commission, percentage, brokerage or contingent fee, excepting employees of an
established commercial or selling agency that is maintained by Seller for the
purpose of securing business. For breach or violation of this warranty, Buyer shall
have the right, in addition to any other right or rights arising pursuant to said
purchase(s), to cancel this contract without liability and to deduct from the
contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the full amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do
so shall render this contract voidable at the option of Buyer. Seller warrants that the
goods furnished will conform to Buyer's specifications, drawings and descriptions listed
in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a
conflict between Buyer's specifications, drawings, and descriptions, Buyer's
specifications shall govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970, as amended. In the event the product does not conform to OSHA standards,
Buyer may return the product for correction or replacement at Seller's expense. In the
event Seller fails to make appropriate correction within a reasonable time, any correction
made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller
shall refund all monies received for such goods within thirty (30) days after request is
made by Buyer in writing and received by Seller. Notice is considered to have been
received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms
and conditions. Failure to make such refund shall constitute breach and cause this
contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Seller, and is licensed and provided to the Buyer for its sole use for purposes under this
Agreement and any attached work orders or invoices. The 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
N.
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
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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 14 through 18 of this Agreement will survive the termination and/or
expiration of this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made or suggested by the Seller for the Buyer pursuant to a Work Order, including all
such developments as are originated or conceived during the term of the Contract and
that are completed or reduced to writing thereafter (the "Work Product") 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 rights in and to the Work
Product. Seller for itself and on behalf of its vendors hereby waives any property interest
in such Work Product.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any
part of the undelivered portion of this order if Seller breaches any of the terms hereof,
including warranties of Seller. Such right of cancellation is in addition to and not in lieu
of any other remedies, which Buyer may have in law or equity.
21.0 TERMINATION
21.1 Written Notice. The purchase of goods under this order may be terminated in
whole or in part by Buyer, with or without cause, at any time upon the delivery to
Seller of a written "Notice of Termination" specifying the extent to which the
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.
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21.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by Buyer in any fiscal period for any payments due hereunder,
Buyer will notify Seller of such occurrence and this Agreement shall terminate on
the last day of the fiscal period for which appropriations were received without
penalty or expense to Buyer of any kind whatsoever, except as to the portions of
the payments herein agreed upon for which funds have been appropriated.
21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and
delivered prior to the effective date of termination, and Buyer shall not be liable
for any other costs, including any claims for lost profits or incidental damages.
Seller shall provide Buyer with copies of all completed or partially completed
documents prepared under this Agreement. In the event Seller has received access
to Buyer Information or data as a requirement to perform services hereunder,
Seller shall return all Buyer provided data to Buyer in a machine-readable format
or other format deemed acceptable to Buyer.
22.0 ASSIGNMENT / DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under
this contract shall be assigned or delegated to another entity without the express written
consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void
and totally ineffective for all purposes unless made in conformity with this paragraph.
Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional
cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary
to verify Seller's legal status and transfer of rights, interests, or obligations to another
entity. The documents that may be requested include, but are not limited to, Articles of
Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify
tax identification number, etc. Buyer reserves the right to withhold all payments to any
entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to
provide necessary information in accordance with this section, Buyer shall not be liable
for any penalties, fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25.0 THE AGREEMENT
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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
E
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,
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 AND INDEMNIFICATION.
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
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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 ALL
PERSONS, 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 - 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 WRITTENNOTICE
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
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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 WITHEQUALLY 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
ANYAND ALL REMEDIESAVAILABLE TO BUYER UNDER LAW.
29 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 this contract, then Buyer will immediately notify Seller of
such occurrence and this contract shall be terminated on the last day of the fiscal period
for which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which
funds shall have been appropriated and budgeted or are otherwise available.
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 parry, its agents,
employees, servants or representatives, or (2) received by the other parry by United
States Mail, registered, return receipt requested, addressed as follows:
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TO BUYER:
City of Fort Worth
Attn: Purchasing Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City
Attorney's Office at same address
32 NON-DISCRIMINATION
TO SELLER:
Conexwest, Corp
Vitali Barkouski, CEO
95 D'Arcy Parkway
Lathrop, CA 95330
Seller, for itself, its personal representatives, assigns, sub -vendors 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, SUB -VENDORS 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 (I-9). Upon request by Buyer, Seller shall provide Buyer with copies
of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Seller shall adhere to all Federal and State laws as
well as establish appropriate procedures and controls so that no services will be
performed by any Seller employee who is not legally eligible to perform such services.
SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS
OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to
Seller, shall have the right to immediately terminate this Agreement for violations of this
provision by Seller.
34 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
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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 LINKED TERMS
If the attached contains a website link to terms and conditions, the linked terms and
conditions located at that website link as of the effective date of the Agreement shall be
the linked terms and conditions. To the extent that the linked terms and conditions
conflict with any provision of either this Agreement, the provisions contained within this
Agreement shall control. If any changes are made to the linked terms and conditions after
the date of the Agreement, such changes are hereby deleted and void. Further, if Seller
cannot clearly and sufficiently demonstrate the exact terms and conditions as of the
effective date of the Agreement, all of the linked terms and conditions are hereby deleted
and void.
36 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.
37 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.
38 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
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parties shall first attempt to resolve the matter through this dispute resolution process.
The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the parry's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, either through email,
mail, phone conference, in person meetings, or other reasonable means to resolve any
claim, dispute, breach or other matter in question that may arise out of, or in connection
with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the
date of receipt of the notice of the dispute, then the parties may submit the matter to non-
binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association
or other applicable rules governing mediation then in effect. If the parties 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.
39 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, 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. By signing this Agreement, Seller certifies that Seller's signature
provides written verification to Buyer that Seller: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the Agreement.
40 PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
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 that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a
written verification from the company that it: (1) does not boycott energy companies; and
(2) will not boycott energy companies during the term of the contract. To the extent that
Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, Seller certifies that Seller's signature provides written verification to the City
that Seller: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
41 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, Buyer is prohibited from entering into a contract for goods or services
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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, Seller certifies that
Seller's signature provides written verification to 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.
42 INSURANCE REQUIREMENTS
39.1 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) rker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or
any other state workers' compensation laws where the work is being
performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
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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.
39.2 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 in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of
Emma Serogation (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. 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, 100 Fort Worth Trail,
Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at
the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Seller has obtained all
required insurance shall be delivered to the Buyer prior to Seller
proceeding with any work pursuant to this Agreement.
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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) 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.Ddf.
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.
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CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIO
This questionnaire reflects changes made to the Jaw by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local GovemmentCode, Date Ra w,i
by avendorwho has abusiness relationship as defined by Section 176.001(1-a)with a local
governmental entity and thevendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed w ith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
J Name otvendorwho has a business relatlonshlpwlth local governmental entity.
Bizon Group Inc DBA Conexwest
J Check this box if you are filing an update to a prevlously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer about whom the information in this section is being disclosed.
41
Name of Officer
This section (item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by section 176.001(1-a), Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vender?
Yes FV I 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 FV I 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.
t14&16; 08/20/2024
Signature of vendor doing bush =s with the governmental entity Date
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Adopted 8J712015
EXHIBIT C — SELLER CONTACT INFORMATION
Seller's Name: Bizon Group, Inc., Conexwest, Corp.
Seller's Local Address: 95 D'Arcy Pkwy, Lathrop, CA 95330
Phone: 855-878-5233
Email: tonya.e@conexwest.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Emma Serrano - Account Receivable Officer
Phone: (855) 878-5233 Fax: N/A
Email: ar@conexwest.com
Name/Title Tonya Evans - Sales Representative
Phone: (855) 878-5233 x 757 Fax: N/A
Email: tonya.e@conexwest.com
Name/Title
Phone: Fax:
Email:
Signature
Vitali Barkouski
Printed Name
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08/20/2024
Date
EXHIBIT D - SELLER'S QUOTE
Conexwest
95 D'Arcy Pkwy
Lathrop, CA 95330
(855) 878-5233
Quote
Quote Date: Nov 30, 2023 01:35 PM
Quote Number: QT-348961
Valid until: Sep 30, 2024
Customer PO:
Thank you for choosing Conexwest! We are pleased to provide you the following quote.
CUSTOMER:
Fort Worth Fire Dept
Account: Fort worth Fire Dept
Contact: Sherry Carter
Phone: {817) 392-6809
Email: sherry. carte r@fcrtworthtexas.gov
1 401111t New High Cube one -Trip ISO Cantainer
40HCN
4C t New High Cube One -Trip 150 Container
- 4(]ft x 8ft x 9ft 6 in. (Height}
- w/ i5O Lockbox
2 DAL 40ftTilt-Bed Ground Delivery
DAL40TI LTB E D
40T Tilt -Bed Ground Delivery
Notes:
Lead time: Stock item
Estimated delivery date Sep 6, 2024.
Price includes delivery.
SHIPPING:
Fort Worth TX 76115
Sales Rep: Tonya Evans
Phone:
Email: tonya.egconexwest.corn
$ 4,795.00 $ 4,795.0D $ 395.59
$ 413.00 $ 41 3.00 $ 0.00
Sub Total (with tax) $ 5,503.59
Adjustment $ 0.0% 0.00
Grand Total $ 5,503.59
*NEW "One Trip" containers are shipped across seas with a single container cargo load. These containers are referred to as'neW or in'like new'
condition. One trip containers are ideal if appearance and longevity are tap priorities. 1 0-year warranty is included against leakage.
**This quote is valid for 7 business days. Please note that due to the current market volatility, container availability and pricing are changing
daily. Al offers are subject to potential fluctuations until the time of a firm order.
This quote can be accepted by replying to the email with your confirmation.
Ccnexwest
(855) 878-5233 1 conexwestcom
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