HomeMy WebLinkAboutContract 53379 IN 34 S 6
Q� �9 CSC No.53379
RECEIVED
JAN 1 4 2020 -�
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CI CITY OF FORTSECRETARYWORTH
� VENDOR SERVICES ,S AGREEMENT
,MENT
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This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal
corporation, acting by and through Valerie Washington, its duly authorized Assistant City
Manager, and Saved From the Flame (Vendor), a sole proprietor, each individually referred to
as a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
i. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Facilities Use Requirements;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C, 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 Exhibits A,B or C and the terms and conditions set forth in the body of this Agreement,
the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor agrees to conduct two days of instructor lead training on "Go/No Go & Fire
Fighter Marriage" for Fort Worth Fire Department personnel beginning on December 16,
2019, and ending on December 17, 2019, ("Services"), such Services being more particularly
described in the attached Exhibit
A. Vendor shall provide training in accordance with the schedule on Exhibit A. Services shall be
performed at the Bob Bolen Public Safety Training Complex located at 511 W. Felix Street,
Fort Worth,Texas 76115.
2. TERM
This Agreement shall begin on the date this Agreement is executed to be effective as of
December 1,2019 and shall expire on December 31,2019 ("Expiration Date"),unless
terminated earlier in accordance with this Agreement.
3. COMPENSATION.
Cost for Services shall be $10,000 for a maximum of 200 Fort Worth Fire Department
personnel enrolled in the training. The maximum amount to be paid to Vendor is for all
Services performed and is inclusive of all expenses. Vendor shall not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless City
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
4. TERMINAITON,
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice oftermination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered
up to the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Vendor shall provide City
with copies of all completed or partially completed documents prepared under this Agreement.
In the event Vendor has received access to City Information or data as a requirement to
perform services hereunder, Vendor shall return all City provided data to City in a machine
readable format or other format deemed acceptable to City.
5. DiSCLOSURF. OF CONFLICTS AND CONFIDENTf A L INFORMA IT
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure
to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior
written approval of City.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify City immediately if the security or
integrity of any City Information has been compromised or is believed to have been
compromised, in which event, Vendor shall, in good faith, use all commercially reasonable
efforts to cooperate with City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with City to protect such City Information from
further unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records, including, but not limited to, all electronic records, of
Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor
agrees that City shall have access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
7. INDEPENDENT VENDOR .
It is expressly understood and agreed that Vendor shall operate as an independent
Vendor as to all rights and privileges and work performed under this Agreement, and not as
agent, representative or employee of City. Subject to and in accordance with the conditions
and provisions of this Agreement, Vendor shall have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its
officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that
the doctrine of respondeat superior shall not apply as between City, its officers, agents,
servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and
subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City
shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,
agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subVendor of Vendor shall be entitled to any employment
benefits from City. Vendor shall be responsible and liable for any and all payment and
reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subVendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR 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 CAUSED BY
THE NEGLIGENT ACT(S) OR OMESION(S), MALFEASANCE OR INTENTIONAL
MBCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, 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 VENDOR'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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS
OREMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property
right arising from City'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 City modifies or misuses the software and/or documentation. So long as Vendor
bears the cost and expense of payment for claims or actions against City pursuant to this
section, Vendor 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, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect City's interest, and City
agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action
brought against City for infringement arising under this Agreement, City shall have the
sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or
action. City agrees to give Vendor timely written notice of any such claim or action, with
copies of all papers City may receive relating thereto. Notwithstanding the foregoing,
City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of
a settlement or compromise, such use is materially adversely restricted, Vendor shall, at
its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation; or (b) modify the software and/or
documentation to make it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the software and/or documentation;
or (c) replace the software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no additional
charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City
under law
9. ASSIGNMENT AND SUBCONTRACTING,
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants
consent to an assignment, the assignee shall execute a written agreement with City and
Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor
under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of
Vendor under this Agreement prior to the effective date of theassignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall
agree to be bound by the duties and obligations of Vendor under this Agreement as such
duties and obligations may apply. Vendor shall provide City with a fully executed copy of any
such subcontract.
10. INSURANCE..
Vendor shall provide City with certificate(s) of insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, 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 City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agents, and
volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to
the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas
76102, with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with
any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS. ORDINANCES. RULKS AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply
with all applicable federal, state and local laws, ordinances, rules and regulations and that any
work it produces in connection with this Agreement will also comply with all applicable
federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any
violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from
and correct the violation.
12. NON DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subvendors and successors in
interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICKS,
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Saved From the Flame
Attn: Valerie Washington, 18508 75th ave nw
Assistant City Manager 200 Texas Stanwood, WA 98292
Street
Fort Worth, TX 76102-6314 Phone: 360-652-8522
Facsimile: (817) 392-8654
With copy to Fort Worth City
Attorney's Office at same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as
employee or independent Vendor , any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party
who responds to a general solicitation of advertisement of employment by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted herein shall not constitute a waiver of
City's or Vendor's respective right to insist upon appropriate performance or to assert any such
right on any future occasion.
17. GOVERNING LAW /VENtJF
This Agreement shall be construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,
venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. SEVF.RABI .ITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. FORC".F.MA TF.IJRF..
City and Vendor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable
control, including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes.
20. IIF.ADIN S NOT CONTROLLING,
Headings and titles used in this Agreement are for reference purposes only, shall not be
deemed a part of this Agreement, and are not intended to define or limit the scope of any
provision of this Agreement.
21. REVIEW OF COUNSEL..
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a
party hereto unless set forth in a written instrument, which is executed by an authorized
representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and
agreement between City and Vendor, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart
shall, for all purposes, be deemed an original, but all such counterparts shall together
constitute one and the same instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to
generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty
(30) days from the date that the services are completed. In such event, at Vendor's option,
Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a
manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the
nonconforming services.
26. IMMIGRATION NATIONALITY ALL
Vendor shall verify the identity and employment eligibility of its employees who
perform work under this Agreement, including completing the Employment Eligibility
Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-
9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations
of this provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures,
guides, and documentation, created, published, displayed, and/or produced in conjunction
with the services provided under this Agreement (collectively, "Work Product"). Further, City
shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and
other proprietary rights in and to the Work Product. Ownership of the Work Product shall
inure to the benefit of City from the date of conception, creation or fixation of the Work
Product in a tangible medium of expression (whichever occurs first). Each copyrightable
aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning of
the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part
thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of
1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and
interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,
trademark, trade secret, and all other proprietary rights therein, that City may have or obtain,
without further consideration, free from any claim, lien for balance due, or rights of retention
thereto on the part of City.
28. SIGNAT[TRF. AUI'HORL
The person signing this Agreement hereby warrants that he/she has the legal authority
to execute this Agreement on behalf of the respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the entity.
This Agreement and any amendment hereto, may be executed by any authorized
representative of Vendor whose name, title and signature is affixed on the Verification of
Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled
to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHI P
Vendor shall notify City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of Vendor or authorized official must sign the letter. A letter indicating changes in a
company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board
of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation so may adversely impact future invoice
payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"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, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the contract.
(signature page follows)
CITY OF FORT WORTH
CONTRACT COMPLIANCE MANAGER:
By:Valerie Washing on(an 13,2070) By signing I acknowledge that I am the person
Name:Valerie Washington responsible for the monitoring and administration of this
Title: Assistant City Manager contract,including ensuring all performance and
reporting requirements.
Date: Jan 13,2020
ID�l2i�Of 8�2`f0�1
APPROVAL RECOMMENDED: By: Homer Robertson(Jan 6,2020)
Name:Homer Robertson
Title: Assist Fire Chief
By: J vis(Jan s,zozo) APPROVED AS TO FORM AND LEGALITY:
Name:Jim Davis
Title: Fire Chief
ATIFS T: L.BZLfZf1i!'uzown,
By:Leann Guzman(Jan 8,2020)
Name:Christopher Austria
Title: Assistant City Attorney
By:Mary J.Ka; r(Ja ,2020) CONTRACT AUTHORIZATION:
Marne; aryKay er G FOp� &C N/A_
Title: City Secret. ........ ,`
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
VMDO R:
Saved From the Flame ATTEST.
J
gy:IchaelGagliano(Jar ,2027 By:
Name:
Date:
Jan 6,2020 Title:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
EXHIBIT A S C OPEO F S ERVICES
Ina,Fort Worth Fire InstructorDeveloument
Facilitator:
Saved FromThe Flame
Michael Gagliano
18508 75rh ave nw
Stanwood,WA 98292
The Art of Go/No Go!
The toughest and most critical decisions youmake in your career typically revolve around committing to an interior
attack or choo sing another route.Seasoned officers know the difference between"We can get it"and"It's lost".You
should too...
Utilizing a simple framework that allows youbuild on your experiences,and those ofothers,you can develop an
intuitive approach that grows with youthroughoutyour career.This is nota magic class andno one becomes a great
decision makerby attending a few clas ses andwatching a fewvideos.The goal is to create a frameworkof3 varying
profiles:Rescue,Building andFire.These profiles allowyou to keep focused on your decisions and giveyouthe
ability to draw on what you've learned andreactto changes in the dynamic fire environment.
Students will leave with tools with which to drill their troops andcontinue to grow in their ability to make great
decisions.The course provides an intuitive learning model that expands as you use it and gainmore experience.For
those with limited fireground experience,it will help to jump start their knowledgebase and give themframeworkto
evaluate more effectively right fromthe stark Experienced firefighters will find abetter method ofrecognizing what
they know,putting it togetherwith new information andmaking better decisions even when allthe information isn't
clear.
This is intendedto be botha useful strategic and tactical tool on the fireground,as well as,a dynamic instructional
toolthat will greatly enhance fireground aptitude during drills.The Go/No-Go decision is the among themost
critical you will evermake.This training seeks to help youmake the best decisions possible.
Course Overview:
Challenges ofthe Mrefighter Marriage
Course Overview:
In Challenges of the Firefighter Marriage,the widely read Fire Engineering and FireLife.com
columnist, Captain Mike Gagliano shares his 30-plus years of personal experience on how
marriage can thrive in the chaotic world of firefighting. In addition, he has called upon well-
known and respected couples who share their stories of comfort and guidance for firefighter
families everywhere.
Marriage can either be a passionate,intimate love affair that lasts a lifetime or a toxic,contentious
experience that ends in utter heartbreak. The divorce rate is on the rise for all professions,but for the
firefighter,the rate is through the roof. In this class,hear real life husband's take and an honest,hard-
hitting look at what is happening to firefighter marriages and why. He examines what makes this
profession different than any other and how those differences impact marriage. With his 30 plus years of
experience,he will share what he has learned that has helped his marriage stand the test of time and defy
the odds.
Benefits from participating in Instructor Development
• Aspectsofthis occupationthat differentiate it fromany other and how these impact marriage
• Essential conversations every firefighter couple shouldhave
• The reality of sleep disruption andhowto minimize its impact
• The importance ofhealthy intimacy in yourrelationship
• Why finances can be such a problemand ways to make it a solution
• Advice onhow to dealwith time off,kids,firefighter health,and so much more
• Three things that make firefighting different fromotherprofessions
• Five es s ential conversations for the firefightermarriage
• How to live with a firefighter
• Sex A vitalcomponentofmaniage
• Children
• Money
• The two toughest aspects offirefighting
• Ending on apositivenote
EXHIBIT "B"
FACILITIES USE. REQUIREMENTS, FOR THE. BOB BOLEN PUBLIC SAFETY COMPLEX
1.0 LOCATION
1.1 Location. City does hereby grant to Vendor the use of certain space within the following
location for the purpose 2 days of Instructor Development-Go/No Go & Fire Fighter Marriages
Training ("Services") for fire department personnel ("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX 76115
The Bob Bolen Public Safety Training Complex shall be referred to as"Premises" throughout this
Exhibit.
1.2 Condition of the Premises. Vendor expressly acknowledges and agrees that it has conducted a
full and complete physical examination of the Premises and hereby accepts the Premises, AS IS, WHERE
IS, AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED,
IT BEING THE INTENTION OF CITY AND VENDOR TO EXPRESSLY NEGATE AND
EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING
WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY, AND THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE,
CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF TEXAS.
2.0 USE OF THE PREMISES
2.1 Vendor may use the Premises to conduct the Services in accordance with this Agreement in
support of its mission and for no other purpose.
2.2 Vendor shall only have use of the Premises beginning December 16, 2019 7:00 am, and
ending December 17, 2019, at 12:00 pm, Central Standard Time.
2.3 In the event of a change in hours or availability of the Premises, such change shall not give rise
to any claim against the City by the Vendor, whether for lost profits, cost, overhead, or otherwise.
2.4 Vendor may bring onto the Premises any equipment reasonably necessary to further the
intended use of the Premises.
2.5 Vendor may not use any part of the Premises for any use or purpose that violates any
applicable law, regulations, or ordinance of the United States, the State of Texas, the County of Tarrant, or
the City of Fort Worth, or other lawful authority with jurisdiction of the Premises.
2.6 Vendor understands and agrees that the parking areas at the Premises are not for
the exclusive use of the Vendor and that the City and the Premises' patrons may use the parking
spaces at any time.
3.0 HOLDOVER TENANCY
Unless terminated earlier pursuant the terms of this Agreement, this Agreement will
expire without further notice when the Term expires. Any holding over by Vendor after the
Term expires will not constitute a renewal of the Agreement or give Vendor any rights in or to
the Premises, except as a tenant at will.
4.0 DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement,
Contractor shall:
4.1.1 Ensure that all Program Participants and any other individual using the
Premises comply with any and all policies, rules, and regulations governing the use
of the Premises. The City will provide a copy of any such policies, rules, and
regulations within a reasonable time after request by the Contractor.
4.1.2 Contractor and Program Participants shall not remain in the Premises beyond
the Contractor's approved hours, except in instances of eminent danger to the
Program Participants, severe weather conditions, emergencies declared by the City
and other situations determined in the sole discretion of the City.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events,must be provided to the City within
24 hours prior to schedule start time. In case of emergency or Force Majeure Events,
the Contractor must notify the City promptly upon learning of such emergency or
Force Majeure Events.
4.1.4 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING
ANY UNAUTHORZED BUSINESS.
4.1.6 Report any maintenance or repair needs to the City as soon as practicable.
4.1.7 Contractor agrees to notify City promptly upon the receipt of any claim or
lawsuit brought in connection with any injury, death,or damages at the Premises.
Contractor agrees to make its officers,representatives,agents,and employees
available to City, at all reasonable times, for any statements and case preparation
necessary for the defense of any claims or litigation for which City may be
responsible hereunder. Contractor shall place language in its contracts with
contractors and subcontractors that contractors shall notify City as required by
Contractor in this subsection.
4.1.12 While City will commission and oversee all repairs,Contractor will
reimburse City for any repairs that are made for any damage that occurs during
Services hours.
4.1.15 City will provide Contractor with necessary keys and security codes for
access to the Premises.
4.1.16 Contractor will notify City immediately if the security of the Premises is
compromised.
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power available
at the Premises for the ordinary and intended use of such, which includes
lighting, heat and air conditioning, and water. City shall not be liable or
responsible for accidents or unavoidable delays.
4.2.2 Ensure the Premises is suitable for their intended purpose.
4.2.4 Ensure the Premises is ready for setup by Contractor in accordance
with any reasonable requests of the Contractor.
5.0 1,11ENS
Vendor shall do no act or make any contract that may create or be the foundation for any
lien upon or interest in any City property. Any such contract or lien attempted to be created or
filed shall be void. Should any purported lien on City property be created or filed, Vendor, at
its sole expense, shall liquidate and discharge the same within ten (10) calendar days after
notice from the City to do so. Should Vendor fail to discharge the same, such failure shall
constitute a breach of this Agreement, and the City shall have the right to terminate this
Agreement immediately. However, Vendor's financial obligation to City to liquidate and
discharge such lien shall survive following termination of this Agreement and until such a time
as the lien is discharged.
6.0 CARE OF THE PRF.MISFS
6.1 Vendor, at Vendor's own expense, shall keep the Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair
during all Services or scheduled time set forth in this Agreement. Vendor shall restore and
yield said Premises, equipment, and all other properties belonging to the City back to City at
the expiration of the Services or scheduled time set forth in this Agreement in as good or better
condition as it existed at the beginning of the Services or scheduled time set forth in this
Agreement and in which Vendor found them.
6.2 Vendor will not do or permit to be done any injury or damage to the Premises, or
any part thereof, or permit to be done anything that will damage or change the finish or
appearance of the Premises or the furnishings thereof or any other property belonging to the
City by the erection or removal of equipment or any other improvements, alterations, or
additions. No decorative or other materials shall be nailed, tacked, screwed, or otherwise
physically attached to any part of the Premises, or to any of the furnishings or fixtures of the
City, without the prior written consent of the City.
6.3 Subject to ordinary wear and tear, Vendor will pay the costs of repairing any
damage that may be done to the Premises or any of the fixtures, furniture, or furnishings by any
act of Vendor or any of Vendor's officers, representatives, servants, employees, agents,
Program Participants, or anyone visiting the Premises upon the invitation of the Vendor. The
City shall determine, in its sole discretion, whether any damage has occurred, the amount of the
damage, the reasonable costs of repairing the damage, and whether, under the terms of this
Agreement, the Vendor is responsible. City shall be the sole judge of the quality of the
maintenance and/or damage of the Premises, furnishings, fixtures, or furniture by the Vendor.
The costs of repairing any damage to the Premises shall be immediately due and payable by the
Vendor upon Vendor's receipt of a written invoice from City.
6.4 Subject to the prior written consent of the City, Vendor may place any signs within
the Premises necessary to indicate Vendor's name and location. Any sign shall be prepared and
installed by the Vendor, at the sole cost of Vendor, in accordance with applicable rules and
regulations of the City and in keeping with the Premises' decor. Any special requirements of
Vendor contrary to the above must be made a part of this Agreement by written amendment.
7.0 FORCE MAJEURE
If either party is unable, either in whole or part, to fulfill its obligations under this
License due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public
enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes;
fires; floods; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any state; declaration of a state of disaster or of emergency by the
federal, state, county, or City government in accordance with applicable law; issuance of an
Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland
Security or any equivalent alert system that may be instituted by any agency of the United
States; any arrests and restraints; civil disturbances; or explosion; or some other reason beyond
the parties' reasonable control (collectively "Force Majeure Event"), the obligations so affected
by such Force Majeure Event will be suspended only during the continuance of such event. If a
Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening
of its Premises, parks, or other City-owned and operated properties and facilities in the interest
of public safety and operate them as the City sees fit. Vendor hereby waives any claims it may
have against the City for damages resulting from any such Force Majeure Event.
8.0 RIGHT OF ENTRY AND INSPECTION
In providing use of the Premises by Vendor, City does not relinquish the right to control
the management of the Premises, or the right to enforce all necessary and proper rules for the
management and operation of the same. After receiving notice by City, Vendor must permit
City or its agents, representatives, or employees to enter the Premises for the purposes of
inspection; determining whether Vendor is complying with this Agreement; maintaining,
repairing, or altering the Premises; or any other reasonable purpose. During any inspection,
City may perform any obligations that City is authorized or required to perform under the
terms of this Agreement or pursuant to its governmental duties under federal, state, or local
laws, rules, or regulations. In the event of an emergency, no advance notice from City is
required.
9.0 LIC'ENSES AND PERMITS
Vendor shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for its operation.
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Vendor shall comply with the
following upon termination or expiration of the Agreement:
10.1 Prior to the effective date for expiration or termination of the Agreement, Vendor
shall promptly remove all of its personal property; provided, however, Vendor shall not be
obligated to remove any fixtures. Vendor shall also repair any damage to the Premises that
occurred during Vendor's use of the Premises, including, but not limited to, any damage that
Vendor causes during removal of Vendor's property, to the reasonable satisfaction of the City.
10.2 If Vendor fails to comply with its obligations in this Section, City may, at its sole
discretion, (i) remove Vendor's personal property and otherwise repair the Premises and
invoice Vendor for City's costs and expenses incurred, such invoice to be due and payable to
City within thirty (30) calendar days of its delivery to Vendor; or (ii) following no less than
thirty (30) calendar days prior written notice to Vendor, take and hold any of Vendor's
personal property as City's sole property; or (iii) pursue any remedy at law or in equity
available to City. If Vendor fails to surrender the Premises to City following termination or
expiration of the Agreement, all liabilities and obligations of Vendor hereunder shall continue
in effect until such is surrendered.
10.3 Upon termination, all funds owed to the City shall be due and payable by the tenth
(loth) calendar day after the effective date of termination.
11.0 ASS
11.1 Vendor will only use areas of the Premises that are approved in advance by City.
11.2 Vendor will assure that Program Participants adhere to the Services hours set forth
in the Agreement. Earlier access may only be granted by prior written arrangement.
11.3 Program Participants shall not congregate or loiter in front of the main entrance of
the Premises or in the parking lot.
EXHIBIT C
VERIFIC ATTO N O F S IGNATURE AUTHO RIW
Saved From the Flame
Captain Michael Gagliano
18508 75m ave nw
Stanwood,WA 98292
Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fa
individual funds.
Execution of this Signature Verification Form("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement,amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor.Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitledto rely on any current executed Form until it receives a revised Form that has
been properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
NameMlchael Gagliano
J
haelGa lia o 0 0
Signature of r resiaent
Other T itle:
Date: Jan 6,2020
Page 15 of 15
Soto, Vania Elizabeth
From: Ray, Brenda
Sent: Tuesday,January 14,2020 2:54 PM
To: Soto,Vania Elizabeth
Cc: Guzman, Leann
Subject: FW:Term of Contract
Hi Vania,
Please see the vendors approval email below. O please let me know if you need anything else.
Thank you so much for the help!
Thank you,
&" )aw
Sr Contract Compliance Specialist
City of Fort Worth Fire Department
Office: 817.392.2577
b ren da.ray&fo rtw ortht ex a s.gov
City of Fort Worth— Working together to build a strong community
FoRTWORTHO ` �
From: mikeyjay [mailto:mikeyjay@aol.com]
Sent: Tuesday, January 14, 2020 2:37 PM
To: Ray, Brenda
Subject: Re: Term of Contract
CAUTION:This email originated from outside of the City of Fort Worth email system.Do not click any links or open attachments
unless you recognize the sender and know the content is safe.
Yes, that is just fine...
Mike Gagliano
i
-----Original Message-----
From: Ray, Brenda <Brenda.Ray@fortworthtexas.gov>
To: mikeyjay <mikeyjay@aol.com>
Sent: Tue, Jan 14, 2020 9:00 am
Subject: FW: Term of Contract
Good morning Mike,
Do you authorize to change out that page to correct the term date of the contract, so
that it says that the contract is executed to be effective as of December 1, 2019
instead of ending December 2019?
Thank you so much!
Brenda Ray
Sr Contract Compliance Specialist
City of Fort Worth Fire Department
Office: 817.392.2577
brenda.ray(cb-fortworthtexas.gov
City of Fort Worth— Working together to build a strong community
FART WORTH..
From: Soto, Vania Elizabeth
Sent: Tuesday, January 14, 2020 10:47 AM
To: Guzman, Leann; Ray, Brenda
Subject: RE: Term of Contract
Yeah once you get the email from the vendor saying it's okay to switch out the page with the correct term,if you will forward that to
me so I can attach it to the contract.As for the page itself you can send me that front page corrected. Since it is coming from you and
we have this email thread and by then will have the vendors page it will be a
request from legal and we can just switch it out.I haven't uploaded this contract yet so we will be good to go.Thank you!
Vania E. Soto
Administrative Assistant
City Secretary's Office
817-392-6090
V ania.S otog fortworthtexas.gov
From: Guzman, Leann
Sent:Tuesday, January 14, 2020 10:23 AM
To: Soto, Vania Elizabeth <Van ia.Soto@fortworthtexas.gov>; Ray, Brenda <Brenda.Ray@fortworthtexas.gov>
Subject: RE: Term of Contract
2
Oh, I see what you're saying. Brenda, we need to get permission from Saved by the Flame to change out that page to
correct the term, so that it says that the contract is executed to be effective as of December 1, 2019. Will you get an email
from them to that effect? Vania, what's the best way to slip the page if it has been signed electronically? Can I create a
new pdf and send it to you?
From: Soto, Vania Elizabeth
Sent: Tuesday, January 14, 2020 9:56 AM
To: Ray, Brenda <Brenda.Ray(cDfortworthtexas.gov>; Guzman, Leann <Lean n.G uzman(a)_fortworthtexas.gov>; Austria,
Christopher K<Christopher.Austria(a)fortworthtexas.gov>
Subject: RE: Term of Contract
I followed up Leann's email with another email. I have attached it in case it was missed.
Vania E. Soto
Administrative Assistant
City Secretary's Office
817-392-6090
Vania.Soto n,fortworthtexas.gov
From: Ray, Brenda
Sent: Tuesday, January 14, 2020 9:41 AM
To: Guzman, Leann <Leann.Guzman a fortworthtexas.gov>; Soto, Vania Elizabeth <Vania.Soto@fortworthtexas.gov>;
Austria, Christopher K<Christopher.Austria(cDfortworthtexas. ov>
Subject: RE: Term of Contract
Good morning Leann,
That is true. The training was over and we just need to pay for the invoice.
Thank you!
From: Guzman, Leann
Sent: Tuesday, January 14, 2020 9:16 AM
To: Soto, Vania Elizabeth <Van ia.Soto(a)-fortworthtexas.gov>; Ray, Brenda <Brenda.Ray(aD-fortworthtexas.gov>; Austria,
Christopher K<Christopher.Austria(o)-fortworthtexas.gov>
Subject: RE: Term of Contract
I was told the training was already over, and this contract was just so they could get paid, and that this term is correct. Is
that not accurate?
From: Soto, Vania Elizabeth
Sent: Tuesday, January 14, 2020 8:19 AM
To: Ray, Brenda <Brenda.Ray(o)fortworthtexas.gov>; Austria, Christopher K <Christopher.Austria(d,)fortworthtexas.gov>;
Guzman, Leann <Leann.Guzman(a)fortworthtexas.gov>
Subject: Term of Contract
I was about to upload the contract with Saved from the Flame and when I was entering the metadata I noticed the Term of the contract
ends in 2019.
Leann and Chris,
Please let me know how we should handle this since this was one that was routed electronically. Thank you.
Vania E. Soto
Administrative Assistant
City Secretary's Office
817-392-6090
3