HomeMy WebLinkAbout064314 - General - Contract - Ventose K9 Elite Kennel Inc.Sole Source Purchase Agreement-Ventosa K9 Page 1 of
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase 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 Ventose K9 Elite Kennel Inc. (“Vendor”), a North
Carolina registered company, acting by and through its duly authorized representative, each individually
referred to as a “party” and collectively referred to 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: Scope of Services;
4. Exhibit C: Price Schedule;
5. Exhibit D: Vendor’s Sole Source Justification Letter;
Exhibits A through D, 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 Vendor in accordance with the fee schedule in Exhibit C and in accordance with
the provisions of this Agreement. Total annual payment made under this Agreement by Buyer
shall not exceed fifty thousand dollars and zero cents ($50,000.00). Vendor 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 Vendor not specified by this Agreement
unless Buyer first approves such expenses in writing.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective party. Vendor 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.
[SIGNATURE PAGE FOLLOWS]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
ACCEPTED AND AGREED:
BUYER
CITY OF FORT WORTH
By: LJ� 9LName: William Johnson Title: Assistant City Manager Date: 11/18/2025
APPROVAL RECOMMENDED:
By: Ro�ov 17, 202516:00:19 CST) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief
ATTEST:
By: r A � Name: Jannette S. Goodall Title: City Secretary
By: Name
Title:
Dale: WNenba 1�, J.PAr
Sole Source Purchase Agreement-Ventosa K9
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: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM LEGALITY:
Cku;,,� By: rf Name: Jerris Mapes Title: Assistant City Attorney CONTRACT AUTHORJZA TION: M&C:NIA Date Approved: Form 1295 Certification No.: NIA
Page 2 of22
Sole Source Purchase Agreement-Ventosa K9 Page 3 of 2
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 VENDOR
For purposes of this Agreement, the term “Vendor” means and includes Ventose K9 Elite
Kennel Inc., 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 Vendor as Confidential or
Proprietary, Buyer shall promptly notify Vendor. It will be the responsibility of Vendor 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
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
Sole Source Purchase Agreement-Ventosa K9 Page 4 of 2
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 Vendor 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 Vendor’s cost and/or non-
payment.
7. VENDOR TO PACKAGE GOODS
Vendor will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Vendor'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. Vendor 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
Vendor 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.
10. DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
Sole Source Purchase Agreement-Ventosa K9 Page 5 of 2
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.
Vendor shall be responsible for all charges for the return to Vendor of any goods rejected
as being nonconforming under the specifications.
13. INVOICES
13.1 Vendor 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. Vendor
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 Vendor shall not include Federal Excise-, or State or City sales tax in its invoices.
The Buyer shall furnish a tax exemption certificate upon Vendor’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 Vendor, Vendor 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 Vendor's proposals which
Vendor warrants to be no higher than Vendor'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
Vendor breaches this warranty, the prices of the items shall be reduced to the prices
contained in Vendor’s proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Vendor for breach
or for Vendor'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.
14.2 Vendor 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
Sole Source Purchase Agreement-Ventosa K9 Page 6 of
commercial or selling agency that is maintained by Vendor 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
Vendor 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. Vendor 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 Vendor, if any. In the event of a conflict
between Buyer's specifications, drawings, and descriptions, Buyer’s specifications shall
govern.
16. SAFETY WARRANTY
Vendor 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 Vendor's expense. In the event
Vendor fails to make appropriate correction within a reasonable time, any correction made
by Buyer will be at Vendor's expense. Where no correction is or can be made, Vendor shall
refund all monies received for such goods within thirty (30) days after request is made by
Buyer in writing and received by Vendor. 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 VENDOR
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Vendor hereby grants to Buyer, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is “proprietary” to
Vendor, 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 Vendor; however, Buyer may make copies of the
software expressly for backup purposes.
18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The VENDOR 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
Sole Source Purchase Agreement-Ventosa K9 Page 7 of 2
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 VENDOR 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 VENDOR 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 VENDOR bears the cost and expense of
payment for claims or actions against Buyer pursuant to this section,
VENDOR 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 VENDOR 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, VENDOR shall fully participate and cooperate with
Buyer in defense of such claim or action. Buyer agrees to give VENDORtimely
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 VENDOR’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, VENDOR 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 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 VENDOR, terminate this
Agreement and refund all amounts paid to VENDOR by Buyer, subsequent to
which termination Buyer may seek any and all remedies available to Buyer at
law or in equity.
Sole Source Purchase Agreement-Ventosa K9 Page 8 of 2
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
Vendor 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 Vendor 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, Vendor hereby agrees that this Agreement effectively transfers, grants,
conveys, and assigns exclusively to Buyer, all rights, title, and ownership interests,
including copyright, which Vendor 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. Vendor, 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 Vendor breaches any of the terms hereof,
including warranties of Vendor. 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 Vendor 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 Vendor of such occurrence and this Agreement shall terminate on
the last day of the fiscal period for which appropriations were received without
penalty or expense to Buyer of any kind whatsoever, except as to the portions of
the payments herein agreed upon for which funds have been appropriated.
21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Vendor shall only be compensated for items requested by the Buyer and
Sole Source Purchase Agreement-Ventosa K9 Page 9 of 2
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. Vendor
shall provide Buyer with copies of all completed or partially completed documents
prepared under this Agreement. In the event Vendor has received access to Buyer
information or data, Vendor 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 Vendor, 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 Vendor shall be wholly void
and totally ineffective for all purposes unless made in conformity with this paragraph. Prior
to Buyer giving its consent, Vendor agrees that Vendor shall provide, at no additional cost
to Buyer, all documents, as determined by Buyer, that are reasonably necessary to verify
Vendor’s legal status and Vendor’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 Vendor if Vendor is not in compliance with this provision. If Vendor 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 Vendor shall consist of these Standard Terms and
Conditions together with any attachments and exhibits. This Agreement is intended by the
parties as a final expression of their agreement and is intended also as a complete and
exclusive statement of the terms of their agreement. No course of prior dealings between
the parties 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
Sole Source Purchase Agreement-Ventosa K9 Page 10 of
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)
Vendor shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of Buyer. Vendor 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 Vendor, its officers, agents, employees, vendors, and subcontractors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Vendor, its officers, agents, employees, vendors, and subcontractors.
28. LIABILITY AND INDEMNIFICATION
28.1 LIABILITY – VENDOR 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 VENDOR, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.2 GENERAL INDEMNIFICATION –VENDOR 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
VENDOR'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 VENDOR, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
Sole Source Purchase Agreement-Ventosa K9 Page 11 of
28.3 INTELLECTUAL PROPERTY INDEMNIFICATION – VENDOR 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 VENDOR BEARS THE COST AND
EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST BUYER
PURSUANT TO THIS SECTION, VENDOR 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 VENDOR 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, VENDOR SHALL FULLY PARTICIPATE
AND COOPERATE WITH BUYER IN DEFENSE OF SUCH CLAIM OR
ACTION. BUYER AGREES TO GIVE VENDOR 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
VENDOR’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, VENDOR 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
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
BUYER'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
Sole Source Purchase Agreement-Ventosa K9 Page 12 of
VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL
AMOUNTS PAID TO VENDOR BY BUYER, SUBSEQUENT TO WHICH
TERMINATION BUYER MAY SEEK ANY AND ALL REMEDIES
AVAILABLE TO BUYER AT LAW OR IN EQUITY.
29. SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
30. FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then Buyer will immediately notify Vendor of
such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available.
31. NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants, or representatives or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City 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
To VENDOR:
Ventose K9 Elite Kennel Inc.
1720 River Rd
Scotland Neck, NC. 27874
Tennessee Denton-Bowling, President
252-370-5353
32. NON-DISCRIMINATION
Vendor, for itself, its personal representatives, assigns, subvendors, and successors in
interest, as part of the consideration herein given, agrees that in the performance of
Vendor’s duties and obligations hereunder, it shall not discriminate in the treatment or
Sole Source Purchase Agreement-Ventosa K9 Page 13 of 2
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, SUBVENDORS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO
INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM
SUCH CLAIM.
33. IMMIGRATION NATIONALITY ACT
Vendor 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, Vendor shall provide Buyer with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all federal and state laws and 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 SHALL INDEMNIFY
BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
VENDOR, VENDOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. Buyer, upon written notice to Vendor, shall have the right to immediately
terminate this Agreement for violations of this provision by Vendor.
34. HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Vendor must meet or exceed
all applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Vendor 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. Vendor 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 Vendor.
35. RIGHT TO AUDIT
Vendor 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 Vendor involving transactions relating to this Agreement at no additional cost to Buyer.
Vendor agrees that Buyer shall have access during normal working hours to all necessary
Vendor 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 Vendor
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.
Sole Source Purchase Agreement-Ventosa K9 Page 14 of 2
36. DISABILITY
In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
Vendor 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 Vendor or any of its subcontractors. Vendor 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 Vendor'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 Vendor 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 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 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, Vendorcertifies that Vendor’s signature
provides written verification to the Buyer that Vendor: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the Agreement.
39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Sole Source Purchase Agreement-Ventosa K9 Page 15 of
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 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, Vendor certifies that Vendor’s signature
provides written verification to the Buyer that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this
Agreement.
40. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES
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 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, Vendor
certifies that Vendor’s signature provides written verification to the Buyer that
Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this
Agreement.
41. INSURANCE REQUIREMENTS
41.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Sole Source Purchase Agreement-Ventosa K9 Page 16 of 2
Coverage shall be on any vehicle used by Vendor 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.
(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
Sole Source Purchase Agreement-Ventosa K9 Page 17 of 2
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 Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendor
proceeding with any work pursuant to this Agreement.
Sole Source Purchase Agreement-Ventosa K9 Page 18 of 2
Exhibit B
Patrol/Narcotics, Patrol/Firearm and Narcotics Only Detection Canine
1. Purpose
To procure Fully trained dual-purpose and “Green” certified canines capable of narcotics’
detection and criminal apprehension to maintain public safety. All canines must be fully
trained to recognize law enforcement standards and ready for immediate operational
deployment.
2. Applicable Regulations
Canine shall be certified by one of the following recognized entities or to an equivalent
standard, NPCA, NNDDA, NPCA or other nationally recognized certifier acceptable to agency
legal counsel.
3. Definitions & Preliminary
Narcotics Detection Canine (Drug K-9)-For vehicle, building, luggage, open-area and
exterior sniffing related to controlled substances investigations.
Green-Untrained canine
4. Canine Requirements
A. Breed:
o German Shepherd, Belgian Malinois, Dutch Shepherd, or approved cross.
B. Gender:
o Male, unaltered unless medically necessary.
C. Temperament
o Strong working drives (hunt, prey, defense).
o Socially stable around people and animals.
o Confident in varied environments (stairs, slick floors, crowds, gunfire).
D. Nature and Health
o Canine must be between thirteen (13) to twenty-four (24) months old on delivery.
o Canine must be presented with veterinary documentation of health. Current
(within 14 days) from a licensed veterinarian.
o Free from congenital defects and orthopedic issues.
o Baseline orthopedic Evaluation (hip/elbow)
o Fully Vaccinated (rabies, distemper/parvo, Leptospirosis, Bordetella, etc.)
o Microchipped for identification.
E.Obedience and Agility
o Must maintain 100% obedience to all on and off-leash commands.
o Must maintain a 100% obedience to recalls and call outs.
o Able to accomplish vertical jumps, broad jumps, ladder climbing, elevated walks,
crawling, and able to traverse slippery floors.
Sole Source Purchase Agreement-Ventosa K9 Page 19 of 2
o Does not negatively react to loud and unusual noises (gun shots, door slams,
sirens, etc.).
F. Performance/Operational Requirements
o Must be proficient in a broad set of narcotics odors. (Cocaine, Heroin and
Methamphetamine, etc.)
o Must be proficient in open area search, building search, vehicle,
Luggage/Packages and on-person search.
o Alert Style: Passive or Aggressive (vendor must specify).
o Must be able to apprehend single and multiple offenders under normal routine
circumstances. As well as performing vehicle extractions.
o Must be proficient in handler protection.
o Must be proficient in force and bite.
o Must be kennel and vehicle trained.
o Must maintain 100% obedience to all on and off-leash commands.
o Must maintain a 100% obedience to recalls and call outs.
o Does not negatively react to loud and unusual noises (gun shots, door slams,
sirens, etc.)
o Confidence in unfamiliar or high-stress environments (e.g., elevators, stairs, dark
rooms).
5. Training Support
o A sample weekly maintenance training schedule.
o Phone/email support for one (1) year post-delivery.
o Ongoing consultation support must be available post-sale for training, behavior,
or integration concerns.
o Optional: One (1) in-person refresher session within the first 12 months (if
included in bid).
6. Warranty/Guarantee
o One (1) year canine health and six (6) months workability guarantee. Full
replacement or refund if the dog is deemed medically or behaviorally unfit
during the warranty period.
Sole Source Purchase Agreement-Ventosa K9 Page 20 of 22
EXHIBIT C
PRICE SCHEDULE
Price List for the K9 Handler Courses 2026:
Narcotics K9 with H/C. ……………………………14,500.00
Narcotics and Tracking with H/C…………….…..15,500.00
Narcotics and Patrol with H/C………………..….16,500.00
Explosives K9 with H/C………………………..…14,500.00
Explosives and Tracking with H/C………….…...15,500.00
Explosives and Patrol with H/C…..……………...17,500.00
Pretrained Narcotics with F/C………………...... 13,500.00
Pretrained Narcotics and Tracking with F/C…....14,500.00
Pretrained Narcotics and Patrol with F/C…….…15,500.00
Pretrained Explosives with F/C………………… 13,500.00
Pretrained Gundog and Patrol with F/C……… 16,500.00
Pretrained Explosives and Tracking with F/C.…14,500.00
Pretrained Explosives and Patrol with F/C…..…16,500.00
Four Week K9 Instructor Course…..…………..….6.500.00
Six Week Instructor Course…………………….….7.500.00
Eight Week K9 Instructor Course………………....8,500.00
Price List for Green K9 (2026)
Green Single Purpose……………………..10,500.00 (add 1,500 for Odor)
Green Dual Purpose/Patrol……………….11,500.00 (add 1,500 for Odor)
****Add 1,000 for a Labrador or any Floppy ear
***Mandatory familiarization course for any pretrained K9
**F/C Familiarization Course
**H/C Handler Course
Sole Source Purchase Agreement-Ventosa K9 Page 21 of 22
EXHIBIT D
Vendor’s Sole Source Justification Letter
Patrol/Narcotics K9 Handler Course with K9:
Our Patrol/Narcotics K9 training course consist of the following
training disciplines:
Patrol Training
Obedience including on and off leash control responding to
verbal commands and hand signals.
Agility and confidence training including vertical jumps,
broad jumps,ladder climbing,elevated walks,crawling,
slippery floors,and loud and unusual noises.
Apprehension including single and multi-person
apprehensions,recall and call outs,apprehensions from
vehicle,vehicle extraction,handler protection,prisoner
escort,apprehension with gunfire.
Article Search/Evidence Recovery includes finding articles
with evidentiary value such as crime scene evidence or
articles used in a crime.Training will involve articles that
both contain human scent and articles void of human scent.
Sole Source Purchase Agreement-Ventosa K9 Page 22 of 22
Open area search utilizing airborne scent work to detecting
hidden suspects in outdoor areas of concealment.
Building search utilizing tactical search techniques for
locating and apprehending suspects hidden within buildings.
Tracking/Trailing with scent discrimination over various
types of surfaces on tracks at least one hour old and one
mile long.
Narcotics Detection Training
Narcotic detection training on Cocaine, Heroin, and
Methamphetamine or other narcotic odors as your needs
dictate. No Marijuana. (optional)
K9 search procedures of buildings, vehicles, open and
wooded areas, and packages/luggage.
Price for this course includes:
-Trained K9
-One year Support Training
-Certification
-Equipment
-One year health and six months performance
guarantee.
-Handler training (6-week course)
-Lodging for handler during training
-Classroom materials and training manual
Total Cost- 16,500.00 (Includes Lodging)
City Secretary’s Office
Contract Routing & Transmittal Slip
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Contractor’s Name:
Subject of the Agreement:
M&C Approved by the Council? *Yes No
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes No
If so, provide the original contract number and the amendment number.
Is the Contract “Permanent”? *Yes No
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential?*Yes No If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required?* Yes No
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number:If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes No
Contracts need to be routed for CSO processing in the following order:
(Approver)
Jannette S. Goodall (Signer)
Allison Tidwell (Form Filler)