HomeMy WebLinkAboutContract 63571CSC No. 63571
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between JDI
Ventures, LLC BDA Peak Performance Solutions ("Seller"), a Delaware Limited liability
company, and the City of Fort Worth, ("Buyer"), a Texas home -rule municipal corporation, each
individually referred to herein as a "parry" and collectively as the "parties".
The Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A:
City of Fort Worth Standard Terms and Conditions;
3. Exhibit B:
Conflict of Interest Questionnaire;
4. Exhibit C:
Seller Contact Information;
5. Exhibit D:
Verification of Signature Authority;
6. Exhibit E:
Seller's Sole Source Justification Letter; and
7. Exhibit F:
Seller's Quote
Exhibits A through F, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms
herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit F and in accordance with the
provisions of this Agreement. Total annual payment made under this Agreement by Buyer
shall not exceed five thousand dollars ($5,000.00). Seller shall not provide any additional items
or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer
requests and approves in writing the additional costs for such services. Buyer shall not be liable
for any additional expenses of Seller not specified by this Agreement unless Buyer first approves
such expenses in writing.
Seller and Buyer have caused this Agreement to be executed by their duly authorized
representatives to be effective as of the date signed by the Buyer's Assistant City Manager.
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1 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ACCEPTED AND AGREED:
BUYER
CITY OF FORT WORTH
By: ZJ A, 9 "��
Name: William Johnson
Title: Assistant City Manager
Date: 07/01 /2025
APPROVAL RECOMMENDED:
By:
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Name: Robert A. Alldredge, Jr.
Title: Interim Chief
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By:
Name: Jannette S. Goodall
Title: City Secretary
SELLER:
JDI VENTURES, LLC BDA PEAK
PERFORMANLUTIONS
By: P-1;r
Name: John Kingsbury
Title: CEO
Date: 06/25/2025
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By:
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Amarna Muhammad
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: None Required
Date Approved: N/A
Form 1295 Certification No.: N/A
OFFICIAL RECORD
2 CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1. DEFINITION OF BUYER
For purposes of this Agreement, the term "Buyer" means and includes the City of Fort
Worth, its officers, agents, servants, authorized employees, vendors, and subcontractors
who act on behalf of various City departments, bodies, or agencies.
2. DEFINITION OF SELLER
For purposes of this Agreement, the term "Seller" means and includes JDI Ventures, LLC
BDA Peak Performance Solutions, its officers, agents, servants, employees, vendors,
subcontractors, or other providers of goods and/or services who act on behalf of the entity
under contract with the City of Fort Worth.
3. 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. Buyer 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 renewal periods (each a "Renewal Term").
4. PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer may be subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked by Seller as Confidential or
Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to
submit to the Texas Attorney General's Office reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by Buyer, but by
the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction. The Parties agree that nothing contained within this Agreement is considered
proprietary or trade secret information and that this agreement may be released in the event
that it is requested.
5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer may 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
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employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract voidable by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6. ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(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. 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. 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. TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery and after inspection and
acceptance of the goods.
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10. DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
11. 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. 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. INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's department and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, or State or City sales tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the first payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
14. 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 at law or in 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 fee 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 fee or contingent fee, or otherwise to recover
the full amount thereof.
15. 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. 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 the Notice to Parties Clause of this Agreement.
Failure to make such refund shall constitute a breach and cause this contract to terminate
immediately.
17. 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 Buyer's sole use for purposes under
this Agreement and any attached work orders or invoices. The Buyer may not use or share
this software without permission of the Seller; however, Buyer may make copies of the
software expressly for backup purposes.
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18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to programs, documentation, software,
analyses, applications, methods, ways, and processes (each individually
referred to as a "Deliverable" and collectively as the "Deliverables") do not
infringe upon or violate any patents, copyrights, trademarks, service marks,
trade secrets, or any other intellectual property rights or other third -party
rights.
18.2 SELLER shall be liable and responsible for any and all claims made against
the Buyer for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of
any Deliverable(s) in the course of performance or completion of, or in any
way connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder.
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim
or action against Buyer for infringement of any patent, copyright, trademark,
trade secret, or similar property right arising from Buyer's use of the
Deliverables 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 Deliverables. 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 along 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 Deliverables or any part thereof is held to infringe and the
use thereof is enjoined or restrained, or if as a result of a settlement or
compromise such use is materially adversely restricted, SELLER shall, at its
own expense: (a) procure for Buyer the right to continue to use the
Deliberables; or (b) modify the Deliverables to make them non -infringing,
provided that such modification does not materially adversely affect
Buyer's authorized use of the Deliverables; or (c) replace the Deliverables
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with equally suitable, compatible, and functionally equivalent non -infringing
Deliverables 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 at law or
in equity.
18.4 The representations, warranties, and covenants of the parties contained in this
Agreement will survive the termination and/or expiration of this Agreement.
19. 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 Agreement and that
are completed or reduced to writing thereafter ("Work Product") will be considered
"work(s) made for hire" and will be and remain the exclusive property of the Buyer. To
the extent that the Work Product may not be considered work(s) made for hire under the
applicable law, 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 or
instrument of transfer, and Buyer shall be entitled to obtain and hold in its own name, all
rights in and to the Work Product. Seller, for itself and on behalf of its agents, hereby
waives any property interest in such Work Product.
20. CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part
of the undelivered portion of this Agreement if Seller breaches any of the terms hereof,
including warranties of Seller. Such right of cancellation is in addition to and not in lieu of
any other remedies which Buyer may have at law or in equity.
21. TERMINATION
21.1 Written Notice. The purchase of goods under this Agreement may be terminated
by Buyer, in whole or in part, 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 Agreement is terminated and the date upon which
such termination becomes effective. Such right of termination is in addition to and
not in lieu of any other termination rights of Buyer as set forth herein.
21.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City Council in any fiscal period for any payments due hereunder,
Buyer will notify Seller of such occurrence and this Agreement shall terminate on
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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, Seller shall return all Buyer provided information or data to
Buyer in a machine-readable format or other format deemed acceptable to Buyer.
22. 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 by 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 reasonably necessary to verify
Seller's legal status and Seller's 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. 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, is in writing, and is signed by the aggrieved party.
24. MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25. THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and is intended also as a complete and exclusive
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statement of the terms of their agreement. No course of prior dealings between the parties
or usage of trade shall be relevant to supplement or explain any term used in this
Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used but
not defined within this Agreement, the definition contained in the UCC shall control. In
the event of a conflict between the contract documents, the order of precedence shall be as
stated in the second paragraph on the first page of this Agreement.
26. APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant
County, Texas. This contract shall be governed, construed, and enforced under the laws of
the State of Texas.
27. INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control the details of, its operations hereunder and all persons performing same and
shall be solely responsible for the acts and omissions of its officers, agents, employees,
vendors, and subcontractors. The doctrine of respondeat superior shall not apply as
between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees, vendors, and subcontractors.
28. LIABILITY AND INDEMNIFICATION
28.1 LIABILITY — SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.2 GENERAL INDEMNIFICATION — SELLER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
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SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
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,
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.3 INTELLECTUAL PROPERTYINDEMNIFICATION- SELLER AGREES TO
DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY
CLAIM OR ACTION AGAINST BUYER FOR INFRINGEMENT OF ANY
PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR SIMILAR
PROPERTY RIGHT ARISING FROM BUYER'S USE OF THE
DELIVERABLES 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
DELIVERABLES. 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
COND UCT 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
SUCHSETTLEMENT, 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 ALONG 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
DELIVERABLES OR ANY PART THEREOF IS HELD TO INFRINGE AND
THE USE THEREOF IS ENJOINED OR RESTRAINED, OR IF AS A
RESULT OF A SETTLEMENT OR COMPROMISE SUCH USE IS
MATERIALLY ADVERSELY RESTRICTED, SELLER SHALL, AT ITS OWN
EXPENSE: (A) PROCURE FOR BUYER THE RIGHT TO CONTINUE TO
USE THE DELIVERABLES; OR (B) MODIFY THE DELIBERABLES TO
MAKE THEM NON -INFRINGING, PROVIDED THAT SUCH
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29.
30.
31.
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
B UYER'S AUTHORIZED USE OF THE DELIVERABLES; OR (C) REPLACE
THE DELIVERABLES WITH EQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIVALENT NON -INFRINGING DELIVERABLES AT
NO ADDITIONAL CHARGE TO BUYER; OR (D) IF NONE OF THE
FOREGOING ALTERNATIVES ARE REASONABLY AVAILABLE TO
SELLER, TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS
PAID TO SELLER BYBUYER, SUBSEQUENT TO WHICH TERMINATION
BUYER MAY SEEK ANYAND ALL REMEDIES AVAILABLE TO BUYER AT
LAW OR INEQUITY.
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.
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.
NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants, or representatives or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
TO BUYER:
City of Fort Worth
Attn: Purchasing Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City
Attorney's Office at same address
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TO SELLER:
JDI Ventures, LLC BDA Peak
Performance Solutions
Attn: Alexa Tedder, Renewal Sales
Manager
3023 N Shannon Lakes Dr, STE 102
Tallahassee, FL 32309-2368
1-850-668-9518
32. NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subvendors, and successors in
interest, as part of the consideration herein given, agrees that in the performance of Seller's
duties and obligations hereunder, it shall not discriminate in the treatment or employment
of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
33. IMMIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform
work under this Agreement and complete 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 and establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
34. HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
35. 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
13
Seller facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Buyer shall give Seller
reasonable advance notice of intended audits. The Buyer's right to audit, as described
herein, shall survive the termination and/or expiration of this Agreement.
36. DISABILITY
In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
Seller warrants that it and all of its subcontractors will not unlawfully discriminate on the
basis of disability in the provision of services to general public, nor in the availability,
terms and/or conditions of employment for applicants for employment with, or employees
of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's
provisions and any other applicable federal, state and local laws concerning disability and
will defend, indemnify and hold Buyer harmless against any claims or allegations asserted
by third parties or subcontractors against Buyer arising out of Seller's and/or its
subcontractor's alleged failure to comply with the above -referenced laws concerning
disability discrimination in the performance of this agreement.
37. DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered, or any warranty that arises under this Agreement, the parties
shall first attempt to resolve the matter through this dispute resolution process. The
disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, whether 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. If the
parties do not agree to mediation, or if the parties submit the dispute to non -binding
mediation but cannot resolve the dispute through mediation, then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
38. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the
Texas Government Code, the Buyer is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term
of the contract. To the extent the Chapter 2271 of the Government Code is applicable to
this Agreement, by signing this Agreement, Seller certifies that Seller's signature
14
provides written verification to the Buyer that Seller: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the Agreement.
39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the
Texas Government Code, the 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 Buyer that Seller: (1) does not boycott energy companies;
and (2) will not boycott energy companies during the term of this Agreement.
40. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the
Texas Government Code, the Buyer is prohibited from entering into a contract for goods
or services 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 the Buyer that Seller:
(1) does not have a practice, policy, guidance, or directive that discriminates against
a firearm entity or firearm trade association; and (2) will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement.
41. INSURANCE REQUIREMENTS
41.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
15
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller or its employees,
agents, or representatives in the course of providing services under
this Agreement. "Any vehicle" shall include any vehicle owned,
hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act
or any other state workers' compensation laws where the work is
being performed
Employers' Liability:
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy or
through 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.
An annual certificate of insurance shall be submitted to Buyer to
evidence coverage.
41.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall name Buyer as an additional insured thereon, as its interests
may appear. The term "Buyer" shall include its employees, officers,
officials, agents, and volunteers with respect to the contracted
services.
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
16
(c) A minimum of thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. At least ten (10)
days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City 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.
17
Exhibit B
CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Texas Local Government Code, any person or agent of a
person who contracts or seeks to contract for the sale or purchase of property, goods, or
services with a local governmental entity (e.g. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire") any affiliation or business relationship that
might pose 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 httiDs://www.ethics.state.tx.us/data/forms/conflict/CIO.lDdf.
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 any Conflict of Interest, provide Seller name in box #
1 and use "N/A" in each of the other areas on the form. However, a signature is
required in box #4 in all cases.
18
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23. 811h Leg.. Regular Session. OFFICE USE ONLY
This quest onnare is being filed in accordance w„h Chapter 176, Local Government Code, by a vendor who Dais Aomrmd
has a b usmess relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements uncle. Section 176-006ta►_
By law this questionnaire must be filed with the records administrator of the local g. _ I entity not later
than the 71h business day alter the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.0DNa-11, Local Government Code.
A vendor commits an offense A the vendor knowingly violates Section 176.006. Local Govemment Code. An
offense under tits section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
JDI Ventures, LLC DBA Peak Performance Solutions
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionraire with the appropnate ii: ng aitnonty nci later it -an the 7th business day after the date on which
N/A you became aware ;hat the originally filed questionnaire was incomplete or inaccurate.)
J Name of local govemment officer about whom the Is being dlsdossd.
N/A
Name of officer
0 J Describe each employment or other business relationship with the local , . t officer. or a family member of the
officer. as described by Section 176.003(a)(2NA). Also describe any family relationship with the local government officer.
Complete subparts A and B for each . tor business relationship described. Attach additional pages to this Form
CIO as necessary.
N/A A. Is the local government officer or a family member of the officer receivirg or likely to receive taxable income,
ether than investment income. from the vendor?
Yes 1-1 No
N/A B. Is the vendor receving or likely to receive taxable income, other than investment income. from or at the direction
of the local govemment officer or a family member of the officer AND the taxable income is not received from the
local govemmental entity?
Yes No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with 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.
N/A
J
N/A[� Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
J �k-I
06/25/2025
S-gnature of vendor doing business with the governmental entity
Form provided by Texas Ethics Conarssion www.ethres.state.tx.us Ree-sed 1,1r2021
19
Exhibit C
SELLER CONTACT INFORMATION
Seller's Name: JDI Ventures, LLC DBA Peak Performance Solutions
Seller's Local Address: 3023 N Shannon Lakes Dr #102 Tallahassee, FL 32309
Phone: (850) 668-9518 Fax: (850) 668-1637
Email:
Name of persons to contact when placing an order or invoice questions:
Name/Title Alexa Tedder
Phone: 850-668-9518 Ext. 212 Fax:
Email: awingate@peakps.com
Name/Title
Phone:
Email:
Name/Title
Phone:
Email:
Signature
John Kingsbury
Printed Name
20
Fax:
Fax:
06/25/2025
Date
Exhibit D
VERIFICATION OF SIGNATURE AUTHORITY
JDI Ventures, LLC BDA Peak Performance Solutions
3023 N Shannon Lakes Dr, STE 102
Tallahassee, FL 32309-2368
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Seller and to execute any agreement,
amendment, or change order on behalf of Seller. Such binding authority has been granted by proper
order, resolution, ordinance, or other authorization of Seller. Buyer is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment
with Seller. Seller will submit an updated Form within ten (10) business days if there are any
changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it
receives a revised Form that has been properly executed by Seller.
1. Name: John Kingsbury
Position: CEO
Signature
2. Name:
Position:
Signature
Signature of President/CEO/Managing Partner
Title: CEO Date 06/25/2025
21
Exhibit E
SELLER'S SOLE SOURCE JUSTIFICATION LETTER
OPEAK
PERFORMANCE SOLUTIONS
April 4th, 2025
Fort Worth Police Dept
505 W. Felix St
Fort Worth, Texas 76115
To whom it may concern,
This letter is to inform you that Peak Performance Solutions is the Sole Source for our
CJIS Online software service and the corresponding CJO Access module.
We are the only company that can upgrade and maintain CJIS Online and any
corresponding CJIS Online add-ons, such as CJO Access. Agencies who enroll with CJO
Access will gain additional capabilities within CJIS Online.
The CJIS Online software is developed, maintained, and hosted by Peak Performance.
If you have any additional questions, please don't hesitate to contact us.
Sincerely,
John Kingsbury
CEO
3023 N Shannon Lakes Dr, Ste 102, Tallahassee FL 32309
(850)668-9518 • Fax (850)668-1637 • www.peakps.com
22
Exhibit F
SELLER'S QUOTE
OPEAK Peak Performance Solutions
PERFORMANCE SOLUTIONS 3023 N Shannon Lakes Dr Ste 102
Tallahassee, FL 32309
+18506689518
Quote
ADDRESS SHIP TO QUOTE # 2263
Fort Worth Police Dept Fort Worth Police Dept DATE 03/13/2025
1000 Calvert St. 1000 Calvert St. EXPIRATION DATE 07/01/2025
Fort Worth, TX 76107 Fort Worth, TX 76107
,;^
"CJISOnline:CJO Access - Agency Account
CJO Access Bundle
Coverage Dates: 1 Year, annually recurring for up to 5k users
Includes the following:
SSO (compatible with Microsoft Entra ID, Okta, Ping, and others)
" Weekly email summaries of activitylexpi rations and access to the Activity report
" Access to enhanced vendor compliance reporting
Included when available:
` API access (view certification and expiration data in your own dashboard)
" Bulk download capabilities for user certificates and security addendums
*Company Info
JDI Ventures LLC. FED# 59-3249658
DBA Peak Performance Solutions
'Sales Tax
Sales tax not collected because customer is exempt.
TOTAL
Accepted By Accepted Date
23
QTY AMOUNT
1 5,000.00
0.00
$5,000.00