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HomeMy WebLinkAboutContract 63282CSC No. 63282 FORT WORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation acting by and through its duly authorized Assistant City Manager, and TELEFLEX, LLC ("Vendor"), a Delaware corporation acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents includes the following documents, which shall be construed in the order of precedence as they are listed: 1. This Exempt Vendor Service Agreement; 2. Exhibit A— Scope of Services; 3. Exhibit 13— Payment Schedule; 4. Exhibit C— Verification of Signature Authority Form 5. Exhibit D— Exemption Procurement Justification 1. Scope of Services. Vendor will provide the City with Arrow EZ-IO needles and other medical goods ("Services"), which are set forth in more detail in Exhibit "A"— Scope of Services, attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year additional renewal options (each a "Renewal Term"). 3. Compensation. 3.1 Total compensation under this Agreement will not exceed four hundred thousand dollars and zero cents ($400,000.00) for any single term. 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit 111311— Payment Schedule, which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 1 of 20 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 90 days' written notice of termination. 4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, 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, Vendor Services Agreement Page 2 of 20 papers and records, including, but not limited to, all electronic records, of Vendor to the extent involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND WITH THE EXCEPTION OF CLAIMS FOR BODILY INJURY OR INTENTIONAL MISCONDUCT, (A) VENDOR'S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR ARISING FROM OR RELATING TO THESE TERMS,WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF THE CITY'S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, WILL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY VENDOR FOR THE PRODUCTS ORDERED BY CITY, AND (B) VENDOR SHALL IN NO EVENT BE LIABLE TO CITY OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, FOR ANY LOST PROFITS OR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF VENDOR HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPER TYDAMA GE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL Vendor Services Agreement Page 3 of 20 INJURY, INCLUDING, BUT NOT LIMITED TO, 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL NOT APPLYIF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. Vendor Services Agreement Page 4 of 20 9.1 Assianment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 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 will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are 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 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term Vendor Services Agreement Page 5 of 20 City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Reeulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth TELEFLEX, LLC Attn: Assistant City Manager Vendor Services Agreement Page 6 of 20 100 Fort Worth Trail Shante' Demary, Sr. Director Commercial Fort Worth, TX 76102 Operations 3015 Carrington Mill Blvd. With copy to Fort Worth City Attorney's Office at Morrisville, NC 27560 same address 14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. Vendor Services Agreement Page 7 of 20 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, Exhibit A, and Exhibit B. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A and B, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. Intentionally Omitted. 28. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. Vendor Services Agreement Page 8 of 20 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on BovcottinLY Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited 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 Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) (remainder of page intentionally left blank) Vendor Services Agreement Page 9 of 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Wiiiiiaam Johnson ( y 15, 2025 10:52 CDT) Name: William Johnson Title: Assistant City Manager Date: VENDOR: Teleflex, LLC By: Name: S ante�5emary Title: Sr. Director Commercial Operations Date: 05/14/2025 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name Title: James Davis (May 14, 202514:25 CDT) James E. Davis Fire Chief Attest: q /J By: Name: Jannette Goodall Title: City Secretary Contract Authorization: M&C: 25-0331 Date M&C Approved: 4/22/2025 Form 1295: 2024-1246941 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. vda'°� Fo6p°�,9dd PFo °.10 By: Brenda Ray (May 14, M25 14:12 CDT) ° d aaCp nEXo?oa Name: Brenda Ray Title: Fire Purchasing Manager Approved as to Form and Legality: By: Name: Taylor Paris Title: Sr Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 20 EXHIBIT A SCOPE OF SERVICES SPECIFICATIONS: Vendor will provide the following scope of services. 1. Provision of Intraosseous Vascular Access Equipment Teleflex will supply the following equipment to support rapid and reliable vascular access in emergency situations: Arrow® EZ-IO® Power Driver Reusable: o Battery -powered, sterile, and ready -to -use device designed for quick intraosseous access without the need for charging. o Suitable for various environments, including ground and air transport, hospitals, and military settings. Arrow® EZ-IO® Needle Sets: o Available in lengths of 15 mm, 25 mm, and 45 mm to accommodate different patient sizes and insertion sites. o Features a diamond -shaped tip for precise insertion; due to diamond -shaped needle tip manual insertion is optional. o Color -coded needle hubs for easy identification. o FDA -cleared for up to 48-hour dwell time in patients aged >12 years when alternative intravenous access is not available. Features: o All components required for intraosseous access are included, facilitating a streamlined workflow. o Sterile packaging ensures readiness for use in various clinical settings. o A dedicated app offering step-by-step instructions, site identification tools, and best practices for intraosseous access. 4. Safety and Compliance Teleflex ensures that all products meet stringent safety standards: Sharps Safety: o Inclusion of NeedleVlSEV Sharps Blocks to promote safe disposal of used needles. 1. Advanced Airway Management Solutions Teleflex offers a comprehensive range of airway management devices to ensure effective ventilation and oxygenation in emergency situations: LMAV SupremeTM Airway: A single -use laryngeal mask airway featuring a built-in drain tube to channel gastric secretions away from the airway, reducing the risk of aspiration during mechanical ventilation. investors.teleflex. com Riisch® TruLiteTM Laryngoscope: A one-piece blade and handle system engineered for durability and reliability under tough field conditions, minimizing the risk of component incompatibility. investors. teleflex. com Vendor Services Agreement Page 11 of 20 Rusch® and Sheridan® Endotracheal Tubes: Available in various sizes, these tubes feature biocompatible materials and a thin -walled low-pressure cuff design to facilitate safe and effective airway management. Teleflex 2. Intranasal Drug Delivery Systems LMAO MAD Nasa1TM Intranasal Mucosal Atomization Device: Enables needle -free delivery of medications via the nasal mucosa, providing a safe and rapid alternative when intravenous access is not feasible. 3. Hemostatic and Trauma Care Products QuikClot® Hemostatic Dressings: Utilizing kaolin to accelerate the body's natural clotting process, these dressings are essential for controlling traumatic hemorrhage in pre -hospital settings. Wikipedia 4. Arrow® T-POD- Responder Pelvic Stabilization Device The Arrow® T-POD" Responder Pelvic Stabilization Device is a single -use device that provides circumferential compression to the pelvis in patients with suspected pelvic fracture for pelvic stabilization, which may reduce blood loss and pain. The device is compact and lightweight with a one -size -fits -most design, making it a practical option for first responders and critical care teams. 5. Training, Education, and Support Services Clinical Training and Demonstrations: Teleflex provides comprehensive training programs, including instructional videos and hands-on demonstrations, to ensure EMS personnel are proficient in using their equipment. Teleflex Academy: An educational platform offering continuing education resources for healthcare providers, focusing on best practices and the latest advancements in emergency medical care. 24-Hour Clinical Support: Access to round-the-clock clinical support services to assist with product usage, troubleshooting, and emergency consultations. Dedicated EMS Territory Managers: Teleflex employs specialized representatives who interface with EMS services and fire departments, providing product demonstrations, training, and ongoing support to ensure optimal utilization of their medical devices. Vendor Services Agreement Page 12 of 20 EXHIBIT B PAYMENT SCHEDULE Item Description Pricing 9058 EZ-10 POWER DRIVER 75.00 9065 EZ-10 POWER DRIVER VASCULAR ACCESS PACK 39.95 9018-VC-005 EZ-10 15MM NEEDLE (BOX OF 5) 550.00 9001-VC-005 EZ-10 25MM NEEDLE (BOX OF 5) 550.00 9079-VC-005 EZ-10 45MM NEEDLE (BOX OF 5) 550.00 9066-VC-005 EZ-STABILIZER(BOX OF 5) 50.00 9018P-VC-005 EZ 10 15MM NEEDLE SET + STABILIZER 665.00 9001P-VC-005 EZ 10 25MM NEEDLE SET + STABILIZER 665.00 9079P-VC-005 EZ1O45MMNEEDLE SET +STABILIZER 665.00 9021 EZ-10 15MM TRAINING NEEDLE (EA) 35.00 9017 EZ-10 25MM TRAINING NEEDLE (EA) 35.00 9078 EZ-10 45MM TRAINING NEEDLE (EA) 40.00 9034TK EZ-10 TRAINING KIT 412.00 9059 EZ-10 TRAINING POWER DRIVER 143.00 1522-1200 10 Training Blocks (170x120x63(mm)) 70.00 1522-1201 10 Training Blocks (120x85x63(mm)) 33.00 1522-1202 10 Training Blocks(120x85x37(mm)) 33.00 1051-16 ADULT HUMERAL HEAD TRAINING BONE W/O SKI 26.00 1051-16-1 ADULT HUMERAL HEAD TRAINING BONE W/ SKIN 33.00 1052-1 PEDIATRIC HUMERUS TRAINING BONE W/ SKIN 36.00 1117-5-1 CHILD TIBIA TRAINING BONE (EA) 35.00 1125-29-1 ADULT PROXIMAL TIBIA TRAINING BONE (EA) 37.00 1126-110 ADULT DISTAL TIBIA/ANKLE TRAINING BONE ( 34.00 1167-2 INFANT TIBIA/FIBULA TRAINING BONE (EA) 25.00 ALBF010SU LMA Supreme Size 1 140.00 ALBF015SU LMA Supreme Size 1.5 140.00 ALBF020SU LMA Supreme Size 2 140.00 ALBF025SU LMA Supreme Size 2.5 140.00 ALBF030SU LMA Supreme Size 3 140.00 ALBF040SU LMA Supreme Size 4 140.00 ALBF050SU LMA Supreme Size 5 140.00 MAD300 MAD Nasal without Syringe 150.00 MAD110 MAD Nasal with 1 mL Syringe 173.00 MAD130 MAD Nasal with 1 mL Syringe & Adapter 205.50 MAD100 MAD Nasal with 3 mL Syringe 173.00 MAD140 MAD Nasal with 3 mL Syringe & Adapter 205.50 350 QC Combat Gauze LE,1x 30.00 Vendor Services Agreement Page 13 of 20 475 QC EMS Rolled Gauze, 1x 18.00 636 QC EMS 4'W"Dressing w/X-Ray, 10x 70.00 546 QC EMS Starter Pack 85.00 T-PODR T-PODRESPONDER PELVIC STABILIZATION DEV 80.00 4671002 TRULITE SECURE SU BLADE -HANDLE Mac 2 95.00 4671003 TRULITE SECURE SU BLADE -HANDLE Mac 3 95.00 4671004 TRULITE SECURE SU BLADE -HANDLE Mac 4 95.00 4670010 TRULITE SECURE SU BLADE -HANDLE MILL 00 95.00 4670000 TRULITE SECURE SU BLADE -HANDLE MILL 0 95.00 4670001 TRULITE SECURE SU BLADE -HANDLE MILL 1 95.00 4670002 TRULITE SECURE SU BLADE -HANDLE MILL 2 95.00 4670003 TRULITE SECURE SU BLADE -HANDLE MILL 3 95.00 4670004 TRULITE SECURE SU BLADE -HANDLE MILL 4 95.00 5-10310 ET TUBE, HVT, 5.0 14.50 5-10311 ET TUBE, HVT, 5.5 14.50 5-10312 ET TUBE, HVT, 6.0 14.50 5-10313 ET TUBE, HVT, 6.5 14.50 5-10314 ET TUBE, HVT, 7.0 14.50 5-10315 ET TUBE, HVT, 7.5 14.50 5-10316 ET TUBE, HVT, 8.0 14.50 5-10317 ET TUBE, HVT, 8.5 14.50 5-10318 ET TUBE, HVT, 9.0 14.50 5-10320 ET TUBE, HVT, 10.0 14.50 112082050 SAFETY CLR MURPHY CUF ET 14.50 112082055 SAFETY CLR MURPHY CUF ET 14.50 112082060 SAFETY CLR MURPHY CUF ET 14.50 112082065 SAFETY CLR MURPHY CUF ET 14.50 112082070 SAFETY CLR MURPHY CUF ET 14.50 112082075 SAFETY CLR MURPHY CUF ET 14.50 112082080 SAFETY CLR MURPHY CUF ET 14.50 112082085 SAFETY CLR MURPHY CUF ET 14.50 112082090 SAFETY CLR MURPHY CUF ET 14.50 112082095 SAFETY CLR MURPHY CUF ET 14.50 112082100 SAFETY CLR MURPHY CUF ET 14.50 Vendor Services Agreement Page 14 of 20 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY TELEFLEX,LLC Shante' Demary, Sr. Director Commercial Operations 3015 Carrington Mill Blvd. Morrisville, NC 27560 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: N/A Signature 2. Name: Position: N/A Signature Name: Shante' Demary 9 k-d* Signature of President Other Title: Sr. Director Commercial Operations Date: 05/14/2025 Vendor Services Agreement Page 15 of 20 EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION FORT NORTH, C FrY OF FORT WORTH CHAPTER 252 EXEMPTION FOR-11 Instructions: Fill out the entire form with detailed information. Once you have completed this form. provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 25' s biding requirements is defensible. If you are printing this form to provide to Legal_ please do not provide the Primer portion- Failure to provide sufficient information may result in follow up questions and cause a delay_ in the attorney` s deternnnation. Section 1: General Information Requesting Department: FIRE DEPT Name of ContractManager: SHERRY HAUrC'H Departments AttorneN. ANDREA PHILLIPS Item or Service sought: [EZ-IO NEEDLES AND OTHER GOODS] Goods: 7 Service: Anticipated Amount: [400.000.00] Vendor: [TELEFLEX LLC] Current Prior Agreement for item'senice: Yes --I \o CSC' or Purchase Order a: 52439 Amount: 60.000.00 Projected \1&-C' Date: [NIA] How will this item or service be used? [EZ-IO NEEDLES] Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good service' Yes ❑ No If yes. please provide requisition number or brief explanation of contact with Purchasing Division: [WITH FD MEDSTAR JOIND G EZ-IO IWILL CONTINUE TO BE USED TO ADNEMSTER MEDIC'ATION AND FLUIDS V1-k LVTRAOSSEAUS VASCULAR Page 1 of 6 Vendor Services Agreement Page 16 of 20 ACCESS LV E!viEFGEN1T,1EDICALLY NECESSARY SrrUATIONS_ FR'FD A -ND =STAR AMBULATORY SERVICES.FIRE DEPT RELEASES PATIENT'S TO MEDSTAR FOR TRANSPORT TO AREA HOSPIT_AL.S AFTER INITIAL TREATMENT.] Section 2: Claimed Exemption and Justification (Other than sale source) _NOTE - For a claimed sole -source exemption, only complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and pronde information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort North's residents; ❑ A procurement necessary because of unforeseen damage to public machinery. equipment, or other property;. ❑ A procurement for personal, professional. or planning services, ❑ A procurement for work that is performed and paid for by the ciay as the work progresses; ❑ A purchase of land or a right-of-way ❑ Paving drainage, street undening. and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements, ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of fimds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C. Chapter 212; ❑ Personal property sold: * at an auction by a state licensed auctioneer; * at a going out of business sale held in compliance with Subchapter F, Chapter 17. Business & Commerce Code; * by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or * under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; Page 2 of 6 Vendor Services Agreement Page 17 of 20 ❑ Sen•ices performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity-, or ❑ Advertising, other th ui legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase_ You may also attach documentation to this fonla_ [INSERT DEI.A=D EXPLANATION AS TO HOW -WHY C1 •AIMED EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sale -Source Exemption and Justification -NOTE - For any non -sole -source exemption- complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability_ Please refer to the Exemption Pruner for detailed information about common exemptions ® *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies, • fa s, manuscripts, or books, gas, water, and other utility sersices; • captive replacement parts or components for equipment- 0 booksk papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management semces provided by a nonprofit organization to a municipal mllseuni park zoo. or other facility to which the organization has provided sigaific ant financial or other benefits; How did you determine that the item or service is only available from one source? PREVIOUS CONTRAC T R; PLACE. NEEDS TO CON'I LN E SAME GOODS IN ORDER TO CONTLVUE TO PROVIDE BEST SERVICES FOR FD AND NIEDSTAR Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source - ,:I i k -_ - tap hereto enter text. Page 3 of 6 Vendor Services Agreement Page 18 of 20 Did you attach a sole source justification letter? E Yes ❑ No Describe the uniqueness of the item or service (e-g. compatibility or patent issues, etc-)- [If the City does not purchase the Arrow Teleflex EZ-I0 Brand products, the FIRE and Medstart will not be in protocol with Ambulance senace. Which could result m problems %%ith treating patients as they are transported to area hospitals- EZ ID NEEDLESfOT iER GOODS ARE USED TO ADh STE1Z MEDICATIONS AND FLUIDS VIA INTRAOSSEAUS VASCULAR AC CES IN EMERGENT OR MEDICALLY NECESSARY SITUATIONS- ] Section 4: Attoimev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ®yes ❑No - Was there anything attached to this form that was relied on in making this deternrivation? Dyes ❑No - If yes, please explain: Sole Source Letter Was there anything not included on this form or attached hereto that %%us relied on in making this determination? Dyes ENo- If yes, please explain:N-A Will the sxandard terms and conditions apply' Eyes [--]No. Will the contract require special terns? Dyes ENo. Will the contract require re�.iew by the department attorney' Eyes ❑No- Approved By: ' 4d"4&0-r' Date: [IIw SERT DATE.] Andrea Phillips l Jessilm Williams Assistant City Attorney Page 4 of 6 Vendor Services Agreement Page 19 of 20 Meleflew Tel efl ex 3015 Carrington Mill Blvd Morrisville, NC 27560 USA March 21, 2024 Phone 866-246-6990 Fax 866-804-9881 teleflex.com RE: Teleflex LLC—Sole Source for the ArroWTM EZ_IOTM Intraosseous Vascular Access System Dear Valued Customer: Thank you for your interest in the ArrowTM EZ-IOTM System, which uses a proprietary patented needle and power driver technology. Teleflex is the sole manufacturer of these components. The EZ-IOTM System is currently the only battery -operated intraosseous vascular access device that may be extended for up to 48-hour dwell time.* Through our direct sales team, Teleflex LLC, a wholly owned subsidiary of Teleflex Incorporated, markets, sells and/or services all non-federal ArrowTM EZ-IOTM Device customers within the continental United States. Please call our customer service to assist you with any questions or concerns: 1-866-246-6990. Sincerely, i J. Brad Libertore Mark Reis Vice President, Sales Vice President, Sales Emergency Medicine Global Military and Tactical Programs & EMS *The ArrowTM EZ-IOTM System is indicated anytime in which vascular access is difficult to obtain in emergent, urgent or medically necessary cases for up to 24 hours. For patients ?12 years old, the device may be extended for up to 48 hours when alternate intravenous access is not available or reliably established. Teleflex, the Teleflex logo, Arrow and EZ-10 are trademarks or registered trademarks of Teleflex Incorporated or its affiliates. All other trademarks are trademarks oftheir respective owners © 2024 Teleflex Incorporated All rights reserved MC-000964rev11 Vendor Services Agreement Page 20 of 20 M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas A CITY COUNCIL AGEND FORTWORTH Create New From This M&C DATE: 4/22/2025 REFERENCE NO.: **M&C 25-0331 LOG NAME: CODE: P TYPE: CONSENT PUBLIC HEARING: 36TELEFLEX SOLE SOURCE NO SUBJECT: (ALL) Authorize the Purchase of the Arrow EZ-10 Intraosseous Vascular Access System and Related Components from Teleflex, LLC, in an Amount Up to $400,000.00 Annually, Using a Sole Source Contract for the Fire Department RECOMMENDATION: It is recommended that the City Council authorize the purchase of the Arrow EZ-10 Intraosseous Vascular Access System and related components from Teleflex, LLC, in an amount up to $400,000.00 annually and allow four one-year renewals, using a Sole Source Contract for the Fire Department. DISCUSSION: This Mayor and Council Communication (M&C) is to authorize the purchase of Arrow EZ-10 Intraosseous Vascular Access System and related components. This system supports patients with difficult vascular access, providing immediate access via the intraosseous route for cases that are emergent, urgent, or medically necessary, such as cardiac, shock, respiratory, and neurologic cases. It provides a reliable bridge until longer term vascular access can be established. This contract is necessary to support the July 1, 2025 transition of Emergency Medical Services (EMS) to the Fire Department. Teleflex, LLC is the sole source equipment manufacturer and vendor of the Arrow EZ-10 Intraosseous Vascular Access System, and the City Attorney's office has approved an exemption to the competitive bidding requirements under chapter 252 of the Texas Government Code. The maximum amount allowed under this agreement will be $400,000.00 annually. FUNDING: Upon adoption of the Fiscal Year 2025 operating budget for Emergency Medical Services, funding will be available in the Emergency Medical Services Fund for the Fire Department. DVIN-BE: A waiver of the goal for Business Equity subcontracting requirements was requested, and approved by the DVIN, in accordance with the applicable Ordinance, because the waiver request is based on the sole source information provided. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date, with four one-year renewal options. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation and adoption of the Fiscal Year 2025 Budget for Emergency Medical Services by the City Council, funds will be available in the current operating budget, as appropriated, in the Emergency Medical Services Fund. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. http://apps.cfwnet.org/council_packet/mc review.asp?ID=33193&councildate=4/22/2025 5/14/2025 M&C Review Page 2 of 2 TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office bv: William Johnson () Originating Department Head: Jim Davis (6801) Additional Information Contact: ATTACHMENTS 25-Tele-FY25 (SS TELEFLEMaiver-NS.odf (CFW Internal) Exepemgtion Sole Souce Re Teleflex LLC 12 3 24 br- QUESTIONS.docx (CFW Internal) Form 1295 Certificate 101300564 (1).odf (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=33193&councildate=4/22/2025 5/14/2025