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HomeMy WebLinkAbout065750 - General - Contract - Reliable Dental Supply & Service CompanyCSC No. 65750 FORT WORTH CITY OF FORT WORTH PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is entered into by and between Reliable Dental Supply & Service Company ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home -rule municipal corporation, individually referred to as "party" and collectively as "parties". The Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Purchase Agreement; 2. Exhibit A: Terms and Conditions; 3. Exhibit B: Conflict of Interest Questionnaire; 4. Exhibit C: Seller Contact Information; and 7. Exhibit D: Seller's Quote. Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. The Amount of this contract shall not exceed one hundred thousand dollars ($100,000.00). The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed by the Buyer's Assistant City Manager. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. [Signature Page Follows] [Remainder of Page Intentionally Left Blank] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX IN WITNESS WHEREOF. the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Name: William Johnson Title: Assistant City Manager Datc: APPROVAL RECOMMENDED. Ja s Horton (Aug 28, 2026 16:01:14 CDT) $y James Horton Name: Title: Fire Chief ATTEST: an° o� FOpT�°a pAo °�9pp Pv° ae°°' ivx nas44- By: Name: Jannette Goodall Title: City Secretary SELLER: Reliable Dental Supply & Service Company By: Name: Title: Date: 1 -,�6 CONTRACT Ct'1NPLIANCE ;MANAGER: By signing 1 acknowledge that 1 am the perstrn responsible for the monitoring and administration ofthi, contract, including ensuring all performance and reporting requirements. Aw By: - - Name: Brenda Ray Title: Fire Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Form 129 *: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 2 EXHIBIT A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subcontractors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The Carter BloodCare, its officers, agents, servants, employees, vendors and subcontractors, or other provider of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 TERM This Agreement shall begin on the date signed by Buyer's Assistant City Manager ("Effective Date") and shall expire one year after, ("Expiration Date"), unless terminated earlier in accordance with this Agreement. Buyer shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s). 4.0 PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and this agreement may be released in the event that it is requested. 5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 3 6.0 ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or sub -vendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 4 11.0 PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13.0 INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. Invoices must be either a PDF or TIFF format and emailed to suppliennvoices(a,fortworthtexas.gov. The invoice shall contain: 1) The CSCO; 2) Department Purchase Order Number, 3) PeopleSoft Contract Number, 4) Department Business Unit Number, 5) Address where service/commodity was delivered. 13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14.0 PRICE WARRANTY 14.1 [Intentionally Deleted] 15.0 PRODUCT WARRANTY [Intentionally Deleted] 16.0 SAFETY WARRANTY [Intentionally Deleted] 5 17.0 SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The Buyer may not use or share this software without permission of the Seller; however, Buyer may make copies of the software expressly for backup purposes. 18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 [Intentionally Deleted] 19.0 OWNERSHIP OF WORK PRODUCT [Intentionally Deleted] 20.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 TERMINATION 21.1 Written Notice. The purchase of goods under this order maybe terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller 2 shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer Information or data as a requirement to perform services hereunder, Seller shall return all Buyer provided data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. 22.0 ASSIGNMENT / DELEGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions togetherwith any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict 7 between the contract documents, the order of precedence shall be these Standard Terms and Conditions, and the Seller's Quote. 26.0 APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 27.0 INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. 28.0 LIABILITY AND INDEMNIFICATION. 28.2 GENERAL INDEMNIFICATION- SELLER HEREBY COVENANTS AND A GREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND B UYER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 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 0 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31 NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: City of Fort Worth Attn: Purchasing Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address 32 NON-DISCRIMINATION TO SELLER: Reliable Dental Supply & Service Company MAIN 3321 Suffolk Dr #105 Fort Worth, TX 76133 United States Seller, for itself, its personal representatives, assigns, sub -vendors and successors in interest, as part of the consideration herein, agrees that in the performance of Seller's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON DISCRIMINATION COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUB -VENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33 IMMIGRATION NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform 9 work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35 LINKED TERMS If the attached contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions. To the extent that the linked terms and conditions conflict with any provision of either this Agreement, the provisions contained within this Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Seller cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 36 RIGHT TO AUDIT The Parties agree that they 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 the other Party involving transactions relating to this Agreement at no additional cost to the requesting party. The Parties agree that each shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The Party requesting access to records shall give the other reasonable advance notice of intended 10 audits. The Parties' right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 37 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this Agreement. 38 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the 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, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. Iftheparties submit the dispute to non- binding mediation and cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 39 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the Texas Government Code, Buyer is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. By signing this Agreement, Seller certifies that Seller's signature provides 11 written verification to Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 40 PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Seller acknowledges that in accordance with Chapter 2276 of the Texas Government Code, Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 41 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to Buyer that Seller: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 42 INSURANCE REQUIREMENTS 39.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis 12 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 or Statutory Coverage: 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. 39.2 General Reauirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term Buyer shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation, or equivalent coverage, 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. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, Buyer of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. 13 (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have reasonable financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. 14 EXHIBIT B — CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #4 box in all cases. 15 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This "stionnalre ruflecls changes mad► 10 00 low by il.t3 23, 841h Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176. Local Government Code, ,ta Pw,cr+oa by a vendorwho has a business relationship as detfned by Section 17B.DDI (1-a)with a local govemmental entity and the vendor meats requirements undet Section 176-0011 By law this questionnaire must be filedwith the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code. A vendor commits an offense it the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section Is a rnisderneartor. Nam of vendor who has a 4usiness relationship with toeai gcwarnmental entity. h 4a 0-77 Check thls boltif you are tfllritj a—n t pdaie to a previously flied questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnairewas incomplete or inaecvrate1 Name of local government offloer about whom the Information In this section is being disclosed. Name of Officer This section (item 3 including subparts A B, C. & D'r must be completed for each officer with whom the vendor has are employment or other business relationship as defined by Section 176.00141-a), Local Government Code. Atfaeh additiona. pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income. from the vendor? Yes No B Is the vendor receiving ur liiely to receive taxable incomer other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity 7 IF] Yes �N. C- Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or dir or holds an ownership interest of one percent or more Yes No D. Describe each employment Of business and family relationship with the local government officer named ,n this sectrort. 62#4� -4,- Ax-d, -A�/ -A-1>1I Signature of varAor cosmg tuyiness with ina governmental sillily Dais Atlopted 8: 7 20 t 5 16 Seller's Name: EXJHBIT C — SELLER CONTACT INFORMATION ,W1,01, 50 Seller's Local Address:'ff-r Phone: 14 Email: ,, rz , J aap-741. ,r Fax: 6S e- z' e- Name of persons to contact when placing an order or invoice questions: Name/Title AA'Wr 1sh— 004 r5iD0;: Phone: j1 7- If-7- 91w Fax: Email: i.lJAr-,a--+s Name/Title Phone: Email: Name/Title Phone: Email: Signature Fax: Fax: u.labo,- vaNx2- Printed gone 17 -kJ -16 Date EXHIBIT D — SELLER'S QUOTE Sold To: Quote Page 1 FW Fire Supply Reliable Dental Supply Quote #: 0030008 Att: Denise ,Janes 2900 West Bolt PERSONAL SERVICE AT THE RIGHT PRICE. I II III I II IIIIII II IRI Fort Worth, TX 76110 3321 Suffolk Or, 9105 I Fart Worth. TX 76133 Ship To: (817) 927-5909 MEDSTAR Date Office No, Salesperson: 2900 ALTA MERE DRIVE 8126120.26 817-392-3498 Plaza Medical Suppy Fort Worth, TX 715116 PO# Ship Terms Quote UPS Net 30 days Item Unit Ordered Shipped B10 Price Extended INS 1057400 CS 1.000 0.000 0.000 393.530 393.53 CRAP Flowsafe II Plus Bi-level BEG 1727170107 CS 1.000 0.000 0.000 25 500 26.50 Sodium Chloride 0.9 0 1000mL 10 PLEASE REVIEW AND APPROVE QUANTITIES THANK YOU Sign: Fax: (817) 924-6458 18 Net Order: 420.03 Less Discount 0.00 Freight: 0.00 Sales Tax: 0.00 Total 420.03 FORTWORTH. CITY OF FORT WORTH CHAPTER 252 EXEMPTION FOR-TNI Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorneys for review. The attorneys will review the information you have provided to deterinme whether an exemption to Chapter 252's bidding requirements is defensible. Failure to provide sufficient information may result in follow Lip questions and cause a delay in the attorney's determination. Section 1. General Information Requesting Department: FIRE DEPT Name of Contract Manager: JAMES HORTON Departmental Attorney: TAYLOR PARIS Item or Service sought: EMS LIFE MEDICAL SUPPLIES, PHARMACEUTICALS. AND CRITICAL EQUIPMENT Goods: iz S ervice: 71 Anticipated Amount-. 250X00.00 Vendor Reliable Dental Supply & Service Company Current.Tnior Agreement for itern-'service: Yes No El CSC or Purchase Order [NIA] Amount: 95000.00 Projected M&C Date: [9:'29,2026] How will this item or service be used? [EMS Medial Supplies] Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this goo&service? Yes El No 0 If yes., please provide requisition number or brief explanation of contact with Piuchasing Division: The Fire Department is requesting an additional supplier agreement to increase available procurement capacity for EMS medical supplies. The additional agreement will provide another Page I of 7 19 qualified source for required medical supplies when existing contracted suppliers experience shortages, backorders, product unavailability, allocation restrictions, or other supply -chain issues. The agreement will help ensure continuity of EMS operations and timely access to supplies necessary for patient care, life-saving response, and maintaining adequate inventory levels. Section 2: Claimed Exemption and Justification (Other than sole source) NOTE: For sole -source exemption requests, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: E A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents: ❑ A procurement necessary because of unforeseen damage to public machinery. equipment. or other property: ❑ A procurement for personal. professional.. or planning services: ❑ A procurement for work that is performed and paid for by the day as the work Progresses: ❑ A purchase of land or a right-of-wvay: ❑ Paving drainage, street wvidening. and other public improvements. or related matters. if at least one-third of the cost is to be paid by or through special assessments levied on property that Will benefit from the improvements_ ❑ A public improvement project. already in progress, authorized by the voters of the municipality. for which there is a deficiency of fiends for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates In the construction of a public improvement as provided by Subchapter C. Chapter 212: ❑ Personal property sold: • at an auction by a state licensed auctioneer: • at a going out of business sale held in compliance with Subchapter F. Chapter 17. Bwrsiness & Commerce Code: a by a political subdivision of this state. a state agency of this state. or an entity of the federal government; or Page 2 of 7 20 Wunder an iiterlocal contract for cooperative purchasing administered by a regional planning commission established cinder Chapter 391.. ❑ Services performed by blind or severely disabled persons: ❑ Goods purchased by a municipality for subsequent retail sale by the municipality. ❑ Electricity; or ❑ Advertising. other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You many also attach documentation to this form. The Fort Worth Fire Department is requesting approval to utilize the Chapter 252 public health and safety exemption under Texas Local Govertunent Code §252.022(a)(2) to establish an agreement with Reliable Dental Supply Service Coiiipasiy for the purchase of EMS medical supplies, pharmaceuticals. critical medical equipment, and other supplies necessary* to support emergency* medical response operations. This request is intended to establish an additional c-twalified supplier and additional contract capacity for the Department's EMS operations. The purpose is not to replace existing suppliers. but to provide an additional source of critical medical supplies ,,vhen existing contracted suppliers are unable to fulfill orders because of product shortages. backorders. rnanufactuier availability. allocation restrictions, supply -chain disruptions. or other circumstances affecting product availability. The Department previously conducted an Invitation to Bid (ITB) for these EMS medical supplies. and tuvo medical suppliers were zm.-arded contracts through that competitive procurement. However. the existing contract structure limits the Department's ability to increase the contract amount beyond 25 percent. The remaining contract capacity available under the existing agreement is therefore not sufficient to provide the additional purchasing capacity needed to meet current and anticipated EMS supply requirements. Cline of the other awarded suppliers addressed this capacity limitation through an Interlocal Agreement (ILA).. providing an additional procurement option. The Department is seeking this additional agreement with Reliable Dental Supply & Service Company to similarly provide needed contract capacity and another reliable source of supply. EMS operations require continuous access to critical medical supplies, in order to respond to medical emergencies and provide timely patient care. Because the availability of medical products can change unexpectedly. the Department must maintain multiple procurement options to reduce the risk of an intenuFtion in the supply of items needed for patient assessment. treatment. stabilization. and transport. When a required item is unavailable fi•om an existing supplier. EMS must have the ability to obtain the item from another qualified supplier without an extended procurement delay. Establishing an agreement -with Reliable Dental Supply & Service Company will provide the Department with additional purchasing capacity and another source for required medical supplies. The requested contract capacity is necessary to allow the Department to use this supplier { hero existing sources cannot meet an identified EMS need and to respond to fluctuations in demand, supply shortages. backorders. and unforeseen product availability issues throughout the contract term. The need for these supplies is directly related to the preservation and protection of public health and safety, EMS personnel require ready access to medical supplies and equipment to provide emergency care. A delay in obtaining necessary supplies could affect patient care. emergency response Page 3 of 7 21 capability. inventory availability. and overall system readiness. The Department will contmille to use established procurement processes and existing contracts whenever those contracts and suppliers can meet the Department's needs. The requested exemption is intended to provide an additional procurement option and contract resource when existing sources cannot meet an immediate or necessary EMS supply requirement. This approach will help the Department maintain continuity of emergency medical operations while reducing the operational risk associated with relying on limited sources of supply. Given the life-saving nature of EMS operations. the potential consequences of medical Supply shortages and product unavailability. and the need to maintain continuity of emergency medical response. establishing additional contract capacitywith Reliable Dental Supply & Service Company is necessary to preserve and protect the public health and safety of Fort Worth residents, Section 3: Claimed Sole -Source Exemption and Justification NOTE: For all non -sole -source exemption requests. complete Section 2 Please 'indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer {starting on page 5) for detailed information about common exemptions: D items that are available from only one source because of patents. copyrights. secret processes, or natural monopolies: El films. manuscripts. or books; F-1 gas. water. and other utility services. 71 captive replacement parts or components for equipment. F-1 books. papers. and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials: and El management services provided by a nonprofit organization to a municipal museum. park. zoo. or other facility to which the organization has provided significant financial or other benefits: How did you detert-nine that die item or service is only available from one source? [EXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH. COMMIUNICATIONS. DOCUMENTA Attach screenshots and provide an explanation of any independent research you conducted. through internet searches. searching cooperatives. or discussions with others knowledgeable on the subject matter that corroborate that the item is available only fi-om a single Sol -Tree. [SHOW YOUR RESEARCK"WORK THAT LEAD TO YOUR CONCLUSION] Did you attach a sole source Justification letter? El Yes El No Describe the uniqueness of the item or service (e. 2, compatibility or patent issues -etc.). [DESCRIBE THE UNIQUNESS OF THE ITEM,:SERvqCE THAT QUALIFIES IT AS A SOLE SOURCE] Page 4 of 7 22 Section 4: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? Eyes E]No. Was there anything attached to this form that ivas relied on in making this determination? Dyes ®No. If yes. please explain: [DESCRIBE ATTACHMENTS CONSIDERED] Was there anything not 'included on this form or attached hereto that was relied on in making this detennination? 0Yes ENO. If yes., please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION] Approved By: Date: 8.24.26 Ainarna Mtthaminad i Jordan Alvarez Assistant City Attorney 23 Page 5 of 7 EXEMPTION FORM PRIMER Below- are explanations and examples of common exemptions that could apply to City purchases. If you have questions about the information provided or need additional information. please contact your department's assigned attorney or the appropriate purchasing attorney. • PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the public health or safety of the municipality's residents. Examples of activities that have been found to fall within this exception include ambulance services: solid waste collection and disposal;. and first -responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. a U'1`TORESEEN DAMAGES - A procurement necessary because of unforeseen damage to public machinery.. equipment, or other property: Examples of this type of procurement would include repairing or replacing roofs and windox s damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old, worn out roofs or windows would not meet this exception. • PERSONAL, PROFESSIONAL, OR PLA'4-,4ING SER'4'ICES Personal services are ones that are uniique to the individual providing them. Therefore, personal services contract cannot generally be subcontracted or assigned. Professional services are not defined under Chapter 252.. so there is no precise definition to follow. While there is no universal definition of this term. "several cases suggest that [these types of services are] `predominately mental or intellectual. rather than physical or manual."' Tex. Atty Gen tip. 7M-940 (1988) (quoting Maryland Casualty Co. v. Cray Dater Co.. 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942. no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers. physicians, or theologians, but also those members of disciplines requiring special knowledge or attaimnnent and a high order of learning. skill. and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while perfosnnina the service. Purchases of goods are not professional services. * SOLE SOURCE - A procurement for items available only from one source This exemption is commonly referred to as the sole source exemption. The fact that the vendor in question has the best price or can meet our timing needs does not make a purchase of a good or service available from Only oIle source. A sole source does IIot exist solely on the basis of personal or departmental preference or a desire to keep all Units the same brand or make. The information needed to support this exemption is documentation shoving that Page 6 of 7 24 no other provider can provide the sen-ice or category of good except for the vendor you are proposing. Some examples of sole source purchases include (1) service agreements g when only one vendor is authorized to work- on the equipment by the manufacturer and allowing another vendor would void the warranty and (ii) purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 7 of 7 25 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Reliable Dental Supply & Service Company Subject of the Agreement: Medical Supplies M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 8/29/2026 If different from the approval date. Expiration Date: 8/28/2030 If applicable. Is a 1295 Form required? * Yes ❑ No 21 *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 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.