HomeMy WebLinkAbout064847 - General - Contract - Flotec, Inc.F�RT��RTH���
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Flotec, Inc.
Subject of the Agreement: Goods and Services
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 "PermanenY'? *Yes 0 No ❑
If �unsure, see back page for permanent contract listing.
CSC No. 64847
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: 3/5/2026 Expiration Date: 3/4/27
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.
Proj ect 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 processin� in the followin� order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
QFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
C�TY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between Flotec, Inc.
("Seller") and the City of Fort Worth (`Buyer" or "City"), a Texas home rule municipal corporation.
The Sole Source Purchase Agreement includes tl�e 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— Tenns and Conditions; and
3. Exhibit B— Seller's Quote, Scope of Services or Purchase Order.
Exhibits A-B, which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of the Exhibits and the terms
and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement and
Exhibit A control.
Seller will provide purchase of goods which are set forth in the attadied Exhibit B to City on an as-needed
basis. City shall pay Seller in accordance with the fee schedule in Exhibit B and in accordance with the
provisions of this Agrecment. Total annual payment made under this Agreement by City shall not
exceed one hundred thousand dollars (100,0�0.00). Seller shall not provide any additional items or
scrvices or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City shall not be liable for any additional
expenses of Seller not specified by this Agreement unless City 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 Seller. Seller and Buyer have caused this Agreement to be executed
by their duly authorized representatives to be effective as of the date signed below.
ACCEPTED AND AGREED:
City:
By:
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Name: William Johnson
Title: Assistant City Manager
Seller: �
By: � --� _ -
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Name: i�,r,c„� � • �.�GQsc�
Title: ��s �d(�,ti{-
Da�03/05/2026 Date: z -2 .�026
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
�`��`ee
By:
Name: Raymond Hill
Title: Fire Chief
Approved as to Form and Legality:
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By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: N / A
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: Brenda Ray
Title: Fire Purchasing Manager
City Secretary:
By. q� l� .��=
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Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
City of Fort Worth Standard Terms and Conditions
1.0
2.0
3.0
4.0
DEFiNITION OF BUYE$
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.
DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors
and subcontractors, or other provider- of goods and/or services who act on behalf of the
entity under a contract with the City of Fort Worth.
TERM
This Agreement shall begin on the date signed by the Buyer's signatory ("Effective Date")
and shall expire on in one year ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). Buyer shall have the option, in its sole
discretion, to renew this Agreement under the saine terms and conditions, for up
to one (4) one-year renewal option(s).
�UBLIC INFnRMATION
Buyer is a government entity under the laws of the State of Texas and all documents
held or maintained by Buyer are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or
Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller
to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by Buyer, but by the Office of the Attorney General of
the State of Texas or by a court of competent jurisdiction. The Parties agree that
nothing contained within this Agreement is considered proprietary or trade secret
information and this agreement may be released in the event that it is requested.
5.0 PROHIBITiON AC:AINST PERSONAL INT�EST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in
any contract with Buyer or be financially interested, directly or indirectly, in the sale to
Buyer of any land, inaterials, supplies or services, except on behalf of Buyer as an
ofticer 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
ofiice 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 invalid by the City 1Vlanager or the City Council. (Chapter XXVII, Section
16, City of Fort Worth Charter} --"�l
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6.0 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 arder numbers, or release numbers issued by the Buyer. The
only exceptions ai•e Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
einergencies, the Buyer's Purchasing Division will place such orders.
b.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
7.0 SELLER TO PACKAGE GnnDS
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 nuinber 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 confoi�n to requirements of common carriers and any applicable specifications.
Buyer's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
8.0 SHIPMENT iJNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight tenns shall be F.O.B. Destination, Freight Prepaid and Allowed.
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11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
12.0 RIC; I (T OF INSPECT�
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the retunl to Seller of any goods rejected as being
nonconfonning under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Department and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment tenns shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1 st payment is due to Seller, Seller shall register for direct
deposit payinents prior to providing goods and/or services using the fonns posted
on the City's website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
siinilar quantities under like conditions and methods ofpurchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's prapasals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or
retained to solicit or secure this contract upon an agreement or understanding for �:
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commission, percentage, brokerage or contingent fee, excepting employees of an
established commercial or selling agency that is maintained by Seller for the
purpose of securing business. For breach or violation of this warranty, Buyer
shall have the right, in addition to any other right or rights arising pursuant to
said purchase(s), to cancel this contract without liability and to deduct from the
contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the �ul] amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do
sv sl�all render this contract voidable at the option of Buyer. Seller warrants that the
goods furnished will conform to Buyer's specitications, drawings and descriptions
listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the
event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's
specifications shall govern.
16.0 S� F ETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards
promulgated by the U. S. Departinent of Labor under the Occupational Safety and
Health Act (OSHA) of 1970, as amended. In the event the product does not conform to
OSHA standards, Buyer may return the product for correction or replacement at Seller's
expense. In the event Seller fails to make appropriate correction within a reasonable
time, any correction made by Buyer will be at Seller's expense. Where no correction is
or can be made, Seller shall refund all monies received for such goods within thirty (30)
days after request is made by Buyer in writing and received by Seller. Notice is
considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute
breach and cause this contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Seller hereby grants to _ Buyer, a perpetual, irrevocable, non-
exclusive, nontransferable, royalty free license to use the software. This software is
"proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for
purposes under this Agreement and any attached work orders or invoices. The Buyer
may not use or share this software without permission of the Seller; however Buyer may
make copies of the software expressly for backup purposes.
18A 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: prograins, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each --
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individually referred to as a"Deliverable" and collectively as tlie "Deliverables,")
do not infringe upon or violate any patent, capyrights, trademarks, service
marks, trade secrets, or any intellectual property rights or other third party
proprietaty rights, in the performance of services under this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims inade 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 completian of, or in any way
connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder;
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim
or action against Buyer for infringement of any patent, copyright, trade mark,
trade secret, or similar property right arising from Buyer's use of the software
and/or documentation in accordance with this Agreement, it being understood
that this agreement to defend, settle or pay shall not apply if Buyer modifies or
misuses the software and/or documentation. So Iong as SELLER bears the cost
and expense of payment for claims or actions against Buyer pursuant to this
section, 5ELLER 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 sha11 have the right to fully
participate in any and ail such settlement, negotiations, or lawsuit as necessary
to protect Buyer's interest, and Buyer agrees to co�perate with SELLER in
doing so. In tl�e event Buyer, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim ar action brought against Buyer
far infringement arising under this Agreement, Buyer shall have the so]e right
to conduct the defense of any such claim or action and all negotiations for its
settlement or cainpromise 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 ta bive SELLER timely written notice of
any such claim or action, with copies of all papers Buyer nlay receive relatizl�
thereto. Natwithstanding the foregoing, Buyer's assumption vf payment of
costs or expexises shall not eliminate SELLER's duiy to indemnify Buyer under
this Agreement. If the software and/or documentatian or any part thereof is held
ta infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, SELLER
shall, at its own expense and as Buyer's sole r�medy, either. (a) procure for
Buyer the right to continue to use the software andJor documentation; or (b)
modify the software and/or documentation to make it non-infringing, provided
that such modification does not materially adversely affect Buyer's authorized
use of the sof'tware and/or documentation; or (cj replace the software and/or
documentation with equally suitable, compatible, and functionally eyuivalent
non-infringing softwat�e andlo;• documentation at no additional charge to Buyer;
or (d) if none of the foregoing altei•natives is reasonably available ta SELLER
tenninate this Agreement, and refund all amounts paid to SELLER by Buyer,
subsequent to which termination Buyer may seek any and all rernedies available �
to Buyer under law; and �
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18.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
19.0 OWNERSHIP OF WORK PRODjJ�
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made or suggested by the Seller for the Buyer pursuant to a Work Order, including all
such developments as are originated or conceived during the term of the Contract and
that are completed or reduced to writing thereafter (the "Work Product") and Seller
acknowledges that such Work Product may be cansidered "work(s) made for hire" and
will be and remain the exclusive property of the Buyer. To the extent that the Work
Product, under applicable law, may nat be considered work(s) made for hire, Seller
hereby agrees that this Agreeinent effectively transfers, grants, conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including copyright,
which Seller may have in any Work Product or any tangible media embodying such
Work Product, without the necessity of any further consideration, and Buyer shall be
entitled to obtain and hold in its own name, all Intellectual Property rights in and to the
Work Product. Seller for itself and on behalf of its vendors hereby waives any property
interest in such Work Product.
20.0 CANCELLATION
Buyer shall have the i-ight to cancel this contract immediately for default on all or any
part of the undelivered portion of this order if Seller breaches any of the terms hereof,
including warranties of Seller. Such right of cancellation is in addition to and not in lieu
of any other remedies, which Buyer may have in law or equity.
21.0 TERMINATInN
21.1 Written Notice. The purchase of goods under this order may be terminated in
whole or in part by Buyer, with or without cause, at any time upon the delivery
to Seller of a written "Notice of Termination" specifying the extent to which the
goods to be purchased under the order is terminated and the date upon which
such terrnination 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-annronriation of Funds. In the event no funds or insufficient funds are
appropriated by Buyer in any fiscal period for any payinents due hereunder,
Buyer will notify Seller of such occunence and this Agreement shall terminate
on the last day af 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 ObliLations of the Parties. Upon tennination of this Agreeinent for
any reason, Selter 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
cornpleted documents prepared under this Agreement. In the event Seller has
received access to Buyer Infarmation or data as a requirement to perform
services hereunder, Seller shall return all Buyer provided data to Buyer in a
machine-readable format or other format deemed acceptable to Buyer.
22.0 ASSIGNMENT/ DE�.�EGATION
No interest, obligation or right of Seller, including the right to receive payment, under
this contract shall be assigned or delegated to another entity without the express written
consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void
and totally ineffective for al] purposes unless made in conformity with this paragraph.
Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional
cost to Buyer, all documents, as determined by Buyer, that are reasonable and
necessary to verify Seller's legal status and transfer of rights, interests, or obligations to
another entity. The documents that may be requested include, but are not limited to,
Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-
9 to verify tax identificatian 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 infonnation in accordance with this
section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom.
23A WAIVE,[�
No claim or right arising out of a breach of this contract can be discharged in whole or
in part by a waiver or renunciation of the claim or right unless the waiver or
renunciation is supported by consideration in writing and is signed by the aggrieved
party.
24A MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25A THE Af'�REEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Se�ler shall consist of these Standard Tertns and
Conditions together with any attachments and exhibits. This Agreement is intended by
the parties as a final expression of their agreement and is intended also as a complete
and exclusive statement of the terms of their agreement. No course of prior dealings
between the parties and no usage of trade shall be relevant to supplement or explain �
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any tenn used in this Agreement. Acceptance of or acyuiescence in a course of
performance under this Agreement shall not be relevant to determine the meaning of
this Agreement even though tl�e accepting or acquiescing party has knowledge of the
performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCG) is used in this Agreement, the definition contained in the
UCC shall control. In the event of a conflict between the contract docuinents, the order
of precedence shall be these Standard Terms and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW/ VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the
term "Uniform Commercial Gode" or "UCC" is used. It shall be construed as meaning
the Uniform Gommercial 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
Warth, Tarrant County, Texas. This contract shall be governed, construed and enforced
under the laws of the State of Texas.
27.0 INDEPENDENT CONTRACTQR ; S ;
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control, the details of its operations hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, agents,
employees, vendors and subcontractors. The doctrine of respondent superior shall not
apply as between Buyer and Seller, its officers, agents, employees, vendors and
subcontractors. Nothing herein shall be construed as creating a partnership or joint
enterprise between Buyer and Seller, its officers, agents, employees, vendors and
subcontractors.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CA USED BY THE NEGLIGENT A CT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISC4NDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
28.Z GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO SELLER'S B�ISINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND I� J�
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ALLPERSONS, ARISING OUT OF OR IN CONNECTION W�TH THIS
AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT A CTS OR
OMISSIONS OR MALFEASANCE OF SELLER, ITS OFF�CERS, AGENTS,
SER VANTS OR EMPLDYEES.
28.3 INTELLECTUAL PROPERTYINDEMNIFICATION -
(a) Seller agrees to defend, settle, or pay, at its own cost and expense, any claim ar
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as Selier 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 settleinent or compromise and ta settle
or compromise any such claim; however, Seller shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
Seller timely written notice of any such claim or action, with copies of all papers
Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate Seller's duty to
indemnify Buyer under this Agreement. If the software and/or docutnentatian or
any part thereof is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely
restricted, Seller shall, at its own expense and as Buyer's sole remedy, either: (a)
procure for Buyer the right to continue to use the software and/or
documentation; or
(b) modify the software and/or documentation to inake it non-infringing,
provided that such modification does not materially adversely affect Buyer's
authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatibie, and
functionally equivalent non-infringing software and/or docuinentati�n at no
additional charge to Buyer; or (d) if none of the foregoing alternatives is
reasonably available to Seller terminate this A�reement, and refund all amounts
paid to Seller by Buyer, subsequent to which termination Buyer may seek any
and all remedies available to Buyer under law.
29.0 SEVERABILITY
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In case any one or inore 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 insufticient 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 withaut penalty or expense to Buyer of
any kind whatsoever, except to the portions of annual payinents herein agreed upon for
which funds shall have bee�i 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, (2) delivered by facsimile with
electronic confirmation of the transmission, or (3) received by the other party by United
States Mail, registered, return receipt requested, addressed as follows:
' TO BUYER:
City of Fort Worth
Attn: Purchasing Manager
100 Fort Worth Trail
Fort Worth, TX 76102
TO SELLER:
'l lotec, Inc.
7625 West New York Street
Indianapolis IN 46214
With copy to Fort Worth City Attorne}�'s Office
at the same address
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32 NON-DISCRIMINATION
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Seller, for itself, its personal representatives, assigns, subvendors and successors in interest,
as part of the consideration herein, agrees that in the performance of Seller's duties and
obiigations hereunder, it sl�all 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, including completing the Employment Eligibility Verification
Form (1-9). Upon request by Buyer, Seller shall provide Buyer with copies of all 1-9 forms
and supporting eligibility documentation for each employee who perfonns work under this
Agreement. Seller sha11 adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIASILITIES, 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 �ALTH. SAFETY. AND EN�'IRnNMENTAL I�nl.'IREMENTS
Services, products, inaterials, 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, �r 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, docuinents, pap�rs 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
i�. �
�
working hours to all necessary Seller facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions
of this section. Buyer shall give Seller reasonable advance notice of intended audits.
The Buyer's right to audit, as described herein, shall survive the termination and/or
expiration of this Agreement.
36 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990
(ADA), Seller warrants that it and any and all of its subcontractors will not unlawfully
discriminate on the basis of disability in the provision of services to general public,
nor in the availability, terms and/or conditions of employment for applicants for
employment with, or employees of Seller or any of its subcontractors. Seller warrants
it will fully comply with ADA's provisions and any other applicable federal, state and
local laws concerning disability and will defend, indemnify and hold Buyer harmless
against any claims or allegations asserted by third parties ar subcontractors against Buyer
arising out of Seller's and/or its subcontractor's alleged failure to coinply 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 waiYanty 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 iiotice, both parties shall make a good faith effort, either through email, mail,
phone conference, in person meetings, or other reasonable means to resolve any claim,
dispute, breach or other matter in question that may arise out of, or in connection with this
Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may submit the inatter to non-binding
mediation upon written consent of authorized representatives of both parties in accordance
with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. If the parties submit the dispute to non-
binding mediation and cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute.
38 PROHIBITION ON C�NTRACTING WITH COMPANIES THAT �OYCnTT
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 2270 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 �-
�
( n
�!J
of the contract. The tenns "boycott israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Seller certifies that Seller's signature provides written verification to the
Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
39 Prohibition �n, S�� ��ttin� Ener�� C'omnanics. Seller acknowledges that in accordance with
Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract
for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the 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 tl�is Agreement, by signing this Agreement, Seller certifies
that Seller's signature provides written verification to the City that Seller: (1) does not boycott energy
coinpanies; and (2) will not boycott energy coinpanies during the term of this Agreement.
40 Prohibition on Discrimination �,gainst Firearm and Ammunition Industries. Seller
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited fram entering into a contract for goods or services that has a value
of $100,000 or inore that is to be paid wholly or partly from public funds of the City with a
company with 10 or more fiill-time employees unless the contract contains a written
verification from the cotnpany 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 City that Seller: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or fireann trade association; and (2) will not
discriminate against a firearm entity or firearm trade association during the tenn of this
Agreement.
41 INSI �RANCE RE(�iJIREMENTS
41.1 Coverage and Limits
(a) Cammercial General Liability:
� 1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement.
"Any vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each
accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy, or a
separate policy specific to Professional E&O. Either is acceptable if
coverage meets all other requirements. Coverage shall be claims-made,
and maintained for the duration of the contractual agreement and for two
(2) years following completion of services provided. An annual
certificate of insurance shall be submitted to Buyer to evidence
coverage.
41.2 General Requirements
41.2.1 The commercial general liability and
automobile liability policies shall name Buyer as an
additional insured thereon, as its interests may appear.
The term Buyer shall include its employees, officers,
officials, agents, and volunteers in respect to the /�
I�
contracted services.
41.2.2 The workers' compensation policy shall include a Waivet• of
Subrogation (Right of Recovery} in favor of Buyer.
41.2.3 A miniinum of Thirty (30) days' notice of cancellation or
reduction in limits of coverage shall be provided to Buyer. Ten (10) days'
notice shall be acceptable in the event of non-payment of premium.
Notice shall be sent to the Risk Manager, Buyer of Fort Worth, 200
Texas Street, Fort Wortl�, Texas 76102, with copies to the Fort Worth
City Attorney at the same address.
41.2.4 The insurers for all policies must be licensed and/or approved to
do business in the State of Texas. All insurers must have a minimu�n
rating of A- VII in the current A.M. Best Key Rating Guide, or have
reasonably equivalent tinancial strength and solvency to the satisfaction
of Risk Management. If the rating is below that required, written
approval of Risk Management is reqtiired.
41.2.5 Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance
requirement.
41.2.6 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 Agreernent.
-,
�
��
Exhibit B — Seller's Quote
Flotec Inc.
7b2�N'W �e. Y�rt&reel
I�diu�padr, l��I�uKtl�
(�l7)I7��6K1 fls(517�SA�w79
To:
Fat Wwth Fire Department
400 Gr�nd Avenue
fwt Wwth. TX 76184
Umied States
-- Iilhelli1011: �tS3 Gfej�
Our Q^�ton # 002850�00
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Quotation Va#�d Tiuu : Ot(1112Q26
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acaxnt �i!}ou waLd AYe us to use.
Pharngrsdi.wcd.-1p�2dp12rxs,59p�s,lfr�peces /IXhp�ces.
Nem Fa3�Ay 1 Paat I Rev l Dewqtioei I Demia Q�orttiy Quatad Unit Pr�ee F�dended Priae
t101 Detn�h
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5.00f1
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3�0 PSI INGAOE � 0 degrets �d Y¢ke Aradized same as Hody
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No Prccsve Bady Outlem
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6ran Anod¢ed Body
Large Oiameter Kn�rled Knob
Yfrdox � 0 S Hoce Bafi Q f 8C
No Fiornb�r OpSans
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Page 1 of 7
1.000
2.00Ef
5.00D
t0.D00
100.000
261.14�0
266_08U0
23H.�5C�
235.030fi
's�6.54U0
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251.3700
248.7200
USS 52228
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USS Z'�,603.00
uSS 306.%
USS 550.36
!�Y 7,296.55
USS 2,513.10
USS 24,872.IXI
aurtw�¢ed Sigriaeice
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6di.�apoii> IaJls�. �@I�
(JI'�1136f60 Fas��17�1Y>69`9
To:
fort Worfh Fire �epartrnent
400 Gt�d Avenue
Fort Worth. TX 76164
llnited States
Attention : L'sa Gray
�
I &«� Fa�tr ! Pan r Rev r oaccri�n � rx.aa�
Ax Dt"aS-12d0 CF�eck Valve
Gatno-Hardk
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Laqe Diameta Krwrled Krab
lYndav @ U 8 Ho¢e Baeb Q 180
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Gran Fviod¢ed Body
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003 Deta�it
e�7003P4 UU�EAA FA
GL REG Z-�CV DH GISS GREEN
30Gf'F FSI INGAGE � 0 degrea. vd Ya4x Anodized wme as Body
CGA 870 Yoke Sr4vd 8ody (Oxygen)
Two DlSS-1240 Cieck Yah�a
Detne-Hao�dfe
Groen Anod¢ed Body
Large Diamela IGw+led Krab
Mlndow e 0 8 Hae Barb Q F80
No fbwmeser Options
Green Ar.od¢�d Body
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FN DISS Ha�J2o?iN'J
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Se+eS fa�e
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(katatian Va�d Ttxu: Ofl1i12026
7ema : Cro�i Card
O�r Quo�ti�on # 002850-0il
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quardity Qa�Yed Itrrt Price Exladed Pr,ce
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uss �s,ia�.00
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ust 1,�23.6C
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�QRT �`�RTH,
�~�
CITY OF FORT �V�RTH
CHAP'FER 252 E�E�ZPI'IO?i �'O�L11
Instnictioiis: �'ill out the entire fonn z�-ith detailed uifor.�as�ation. Once yon ha��e con�pteted tliis fonzi.
pravicie it to die Ptu�chasu�g attomeys for re�ieti•. The attorneys r��ill re�•iev►� tl�e iu%nuation yoti
ha�•e prot�ided to deteniune �n•hedier au eiemption to Chapter ?52's bidin� requirements is
defensible. Failiu-e to pro��ide sufficient uifomiation uiay result ui follo�• up questions and cause a
delay ui tlie attomey's deteruunation.
Sectlon L• General Infoi•mAtion
Requestins Depai�tiilezN:
Nauie of Contract Mauager:
Depu-huental Aitorney:
Iteui or Sen7ce souglit:
Goods:
Sen�ice:
Anticipated Auioiu�t:
FIRE DEPT
Brian Lausford
Taylor Paris
Goods fi Sen�ices
�
r�
100,000.00
ti endor: Flotec. Inc
Gturent,'Prior Agreeuient for iteii�f�ei��ice: Yes G No �
C�C or Ptu•cl�ase Order #
Au�otmt:
Projected MSC Date:
[N/A]
[N1A]
N/A]
How ��ill tlus item or sei�•ice be tised? These goods and services wiiE be used for dxygen
delivery and refilling oxygen cyiinders are essential tools for EMS and fire departments. They not only
preserve life during emergencies by providing timefy and adequate oxygen to patients and first
responders but also fielp prevent secondary health issues, improve patient outcomes, and support
large-scale disaster response efforts. By ensuring a steady, reliabfe supply of o�ryrgen, these items directly
contribute to the protection of public health and safety in emergency medical situations, Also, they
provide equipment for refilling oxygen cyl�n�ers for emergertcy medical incidents.
Page 1 uf 6
�
Has your de�arhueut started a requisitio�i oi• othervtise contacted ii�e Pi�rcliasiuE Di��isiou related
to oUtan�ing this goodlser�•ice? Yes ❑ ATo �
If yes. please proride reqtiisition number or brief explanation of contact with
Piuchasuie Di�•isioia: [N/AJ
Section 2: Claimed Eseunntion and Justification (Other than sole source)
�OTE: Fo�• sole-source egemption requests, complete Section 3.
Please �dicate the non-sole-satuce exeuiption y�u belie�-e �pplies ro the piucliase aud pro�7de
iuforuiatiou to supgort its applicability. Please refer ta� tlie Exeu�ptiou Pfuuer for detailed
i1lfOl'Lllat1011 Bb011t C011lll1011 eX2ri1�t10IIS:
� A prociu•ement uecessary to presen•e or protect the public i�ealtu or safety of t�e City
of Fort Wortli's residents;
❑ A prociuement vecessary because of iwforeseen dauia{ze to public machinery.
eqt►ipment, or other propei#y:
O A proc�uement for personal, professional, or plaiuiuig sendces;
❑ A proc�ueciient far v�°ork that is perfonued and paid for by tlte day as the v�ork
prog�•esses;
❑ A ptucl�se of Iand or a iigl�t-of-v��ay:
❑ Pariug drauia¢e. street widenine. and other public iuipro��emevts. or related matters, if
at least one-tliird of the cost is to Ue paid by or through special assessments levied ou
property that v�•ill benefit from tue unproE emeuts:
E] A pubiic impro�ement project, already ui pro�ress, aiYthorized by the �oters of the
unuzicipality, for �hich there is a deficiency of fimds for con�pieting the project vx
accordance w�ith the plans and gtuposes authorized by the c-oters:
O A payment uuder a contract Uy �lucli a deceloper pafticipates ui the constniction of a
public intpro�•eu�ent as provided by Subchapter C, Chapter 212;
❑ Pzrsonal property sold:
• at an auction by a state Izceused auctioneer;
• at a Eoiug out of Uiuuiess sale held in compliance v�-itli Subcliapter F.
Chapter l7, Business & Conunerce Code;
• Uy a palitical sulxlivisioti of tlus state. a state agency of tlus state. or an
entity af tf�e federal gaE enunent: or
Page 2 of 6
• mider an uaterlocal contract for cooperati��e purei�asui� adwuustered b}r a
regional planiung conutussion estal�lislied iwdei• Ct�apter 391:
O Sen�ices pei�formed by Ulu�d or se�•erely disaUled peisons:
O Goods �t�rchased Uy a nnuiicipality for subseqne��t retai! sate i�y the n��uiicigality:
O Electi�icity: or
❑ Ad�-er#isins_ other thui legal notices.
Please proti ide details and facts to explaui �•h,y you Uelie��e tlie exemption applies to Tiie
piuchase. You may also attach docuuiei�tation to tlus forui. The items provided by Ffotec, such as
those used for o�rygen delivery and refilling oxygen cylinders, play a critical role in preserving public
heahh and safety during emergency medbcal incidenYs. They contri6ute to protecting both responders
and the public. Firefighiers respor�ding Yo fires or hazardous materual incidents often need oxygen
delivery to counteract the effects of smoke inhalation or chemical exposure. Providing oxygen during
the resEue phase ensures that both victims and emergency responders receive adequate oxygen,
improving outcomes and protecting their health. Provide continuouse Oxygen supply, preventing
shortages, proper oxygen delivery to all patients.
Section 3: Claimed Sole-Source Eaemntion and Justi�cation,
?�70TE: Foc ali non-soie-soui•ce exemption i•equests, camplete Sectiou 2.
Please uidicate the sole-soiuce e�:emption you belie�•e applies to the purchase and pro��ide
infonnation to support its applicability. Please refer to tue Exe�nption Pruner for detailed
u�formation about couuuon eaemptions
❑*A procureinent of iteuis that are acailable froni only one soluce, including:
• iteu�s thxt are at•ailable from otily one source Uecause of patents, cop�ni�ts,
secret processes. or nah�ral monopolies:
• fiiuis, u�ani�scripts. or books;
• sas. u•ater, and otl�er utiliiy serrices;
• capti�•e replaceaiient parts or couipoa�ents fo�• equipuie�it:
• books. papers. �nd oflzer liUrary u�aterials for a public library that are
a��ailabie only from the persons holdine eaclusive distribution ngJits ro the
n�aterials: and
• u�anagen;ent sen ices pro�•ided by a nonprofit organizatiou to a muiucipal
n�useiuu. park, zoo, or otlier facility to «�lucl� tlie organization lias provided
sisnificant fivancial or other benefits;
Ho�� did you deten;une that the item or sen•ice is oiily a��ailaUle from one soi�rce?
Click or � _ _
Page 3 of b
Attach screenshots and provide an explauation of any independent research you conducted.
throu�h intei�net searches, searchiu� cooperatives, or disciusions with others knowledgeable on
tl�e subject niatter that corroborate that the ifem is available only frorn a single sotvice.
Click or tap here to enter text.
Did you attach a sole source justification letter? C7 Yes Q No
Describe the iuuqueness of tl2e item or sernice (e.g. compatibility or patent issues, etc.).
Secrion 4: Attarne�• DeterminAtiou
With the facts provided by the departmeut, is the ttse of the claiuxed exemption defe�sible if the
City were to be challenged on tlus piuchase? �Yes �No.
Was there anything attached to this form tl�at was relied on in ivaking ttus detennination?
GYes �No.
If yes, please explain:N/A
Was there anytiuug nat included on this foriu or attached hereto that was relied ou in snakuig this
detec�nination? ❑Yes �No.
If yes, please explain:N/A
Appi•oved B3�:
'R�'� ��� Date: 2/24/25
Andrea Phillips / Jessika Williauis
Assistant City Attorney
Pa�e 4 of 6