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HomeMy WebLinkAboutContract 54844 CSC No.54844 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT HGAC#-FS12-19 This Cooperative Purchase Agreement ("Agreement") is entered into by and between Siddons Martin Emergency Group, LLC ("Vendor" or"Seller") and the City of Fort Worth, ("City" or "Buyer"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A—City's Terms and Conditions 3. Exhibit B—Seller's Quote, Scope of Services or Purchase Order; 4. Exhibit C—Cooperative Agency Contract(e.g.,NJPA, DIR, Buy Board);and 5. Exhibit D—Conflict of Interest Questionnaire. Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. In the event of a conflict between Exhibit A, Exhibit B and Exhibit C, then Exhibit A- City's Terms and Conditions shall control, but only to the extent allowable under the (Cooperative Agency Contract). 1. Term: The term of this Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire for one year after. 2. Compensation: City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of Ten Million Five Hundred Eighty-Eight Thousand Six Hundred Fifty-Nine Dollars and Sixteen Cents ($10,588,659.16). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3. Notice: Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth SIDDONS MARTIN ER Attn: Valerie Washington, Assistant City GROUP, LLC Manager 3500 SHELBY LANE 200 Texas Street DENTON,TX 76207 Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 Facsimile: With copy to Fort Worth City Attorney's Office at same address The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing 1 acknowledge that 1 am the person By: -rie Washington(Nov 13,202016:08CST) responsible for the monitoring and administration Name: Valerie Washington of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: Nov 13,2020 APPROVAL RECOMMENDED: By:G6 es Barton(Oct 1,202007:07CDT) Name.James Barton Title: Fire Deputy Chief By: s Davis(Oct 1.2020 09:44 CDT) APPROVED AS TO FORM AND LEGALITY: Name: James Davis Title: Fire ChiefAy ga4gaauIl /� ATTEST: p��►a° opd0' By:Christopher Austrj (Oct 1,202014:22 CDT) ono osd Name: Christopher Austria C� o o°*A Title: Assistant City Attorney By: akl � as °°° °°°°° p� Q4'nEXA5o 1 CONTRACT AUTHORIZATION: Name: Mary Kayser M&C: 20-0613 09/01/2020 Title: City Secretary 1295: 2020-656066 VENDOR:- Siddons Martin Emergency Group,LLC ATTEST: By: Ram ._Title:Director-Order Management By: Name: ryn ams Date: 09-30-2020 Title: Legal Compliance OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A CITY OF FORT WORTH STANDARD PURCHASIN y TERMS AND CQNDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subvendors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The consultant, Vendor(s), supplier, Vendor(s)or other provider of goods and/or services, its officers, agents, servants, employees, vendors and subvendors who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 TERM 3.1 The term of this Agreement shall begin on the date signed by the Assistant City Manager below (the "Effective Date") and shall expire for one year after. 4.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth (the "City") may be requested by a member of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information,the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its infonnation may not lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be released without penalty to the City. 5.0 PROHIBITION AGAINST PERSUNAL 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) 6.0 ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers,purchase 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 GOOD 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 confonn 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 terns shall be F.O.B.Destination,Freight Prepaid and Allowed, unless delivery terns are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 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. 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. 13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the 1 st payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14.0 PRICE WARRANT' 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase.In the event Seller breaches this warranty,the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller forbreach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right,in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage,brokerage or contingent fee, or otherwise to recover the full amount thereof. 15.0 PRODUCT WARRANT`' Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S.Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17.0 SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non- exclusive,nontransferable,royalty free license to use the software.This software is "proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The City 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 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation,software,analyses,applications,methods,ways,and processes (in this Section each individually referred to as a "Deliverable" and collectively as the"Deliverables,")do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets,or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 18.2 SELLER shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s)hereunder. 18.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark,service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So long as SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with SELLER 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 the City for infringement arising under this Agreement, the 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, SELLER shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give SELLER timely written notice of any such claim or action, with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, SELLER shall, at its own expense and as City's sole remedy, either:(a) procure for City the right to continue to use the Deliverable(s); or(b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to SELLER,terminate this Agreement, and refund all amounts paid to SELLER by the City, subsequent to which termination City may seek any and all remedies available to City under law. 19.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be considered "work(s) made for hire" and will be and remain the exclusive property of the City. To the extent that the Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 20.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the "Network"). If Seller requires access,whether onsite or remote,to the City's network to provide services hereunder, and the Seller is required to utilize the Internet,Intranet,email, City database,or other network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. 21.0 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. 22.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which performance of work or 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. 23.0 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 detennined 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. 24.0 WAIVER R 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. 25.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 26.0 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 together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of perfornance under this Agreement shall not be relevant to detennine 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 between the contract documents, the order of precedence shall be these Standard Terms and Conditions, and the Seller's Quote. 27.0 APPLICABLE LAW/VENIE 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. 28.0 INDEPENDENT VENDOR(S) Seller shall operate hereunder as an independent Vendor(s) 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 sub- vendors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subvendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subvendors. 29.0 LIABILITY AND INDEMNIFICATION. 29.1 LIABILITY.-SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 29.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER),ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY HIND 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) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS OFFICERS, AGENTS, SUBVENDOR(S)S, SERVANTS OR EMPLOYEES 30.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 31.0 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 tenninated 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. 32.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively deterimined to have been delivered three(3)business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager, City of Fort Worth,Purchasing Division,200 Texas Street,Fort Worth,Texas 76102.Notices to Seller shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery, notice is considered received upon delivery. 33.0 NON-DISCRIMINATION This contract is made and entered into with reference specifically to Chapter 17, Article III,Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents, vendors or subvendors, have fully complied with all provisions of same and that no employee, participant, applicant,Vendor(s)or subVendor(s)has been discriminated against according to the terns of such Ordinance by Seller, its employees, officers, agents, Vendor(s)or subvendors herein. 34.0 IMMIGRATION NATIONALITY ACT City actively supports the Immigration&Nationality Act(INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be perfonned by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 35.0 HEALTH SAFETY AND ENVIRONMENTAL RFOUIREMENTS 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. 36.0 RIGHT TO AUDIT Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three (3) years after final payment under this contract, and at no additional cost to Buyer, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Seller involving transactions relating to this contract, including any and all records maintained pursuant to this Agreement. Seller agrees that the Buyer shall have access, during normal working hours, to all necessary Seller facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code. The Buyer shall give Seller reasonable advance written notice of intended audits,but no less than ten(10)business days. 37.0 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 subvendors 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 subvendors. 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 subvendors against Buyer arising out of Seller's and/or its subvendor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 38.0 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, either party shall have the right to exercise any and all remedies available under law regarding the dispute. 39.0 PROHIBITION ON CONIRACTINU WITH COMPANIES THAT BOYCOTT I SRAEL Seller 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,Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not boycott Israel; and(2)will not boycott Israel during the term of thecontract 40.0 INSURANCE REQUIREMENTS 40.1 Seller shall assume all risk and liability for accidents and damages that mayoccur to persons or property during the prosecution of work under this Agreement. Seller shall file with the City of Fort Worth Purchasing Division, prior to the commencement of services, a certificate of insurance documenting the following required insurance within five (5) calendar days of notification. 40.2 Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the Vendor to obtain such coverage,the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease — Each Employee This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers" Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 40.2.2 Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following: premises/operations, independent vendors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis,and as comprehensive as the current Insurance Services Office (ISO)policy. 40.2.3 Auto Liability Insurance shall be provided as follows: $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non-owned. 40.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of insurance documenting the required insurance prior to the commencement of services. 40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty- (30) day notice of cancellation, material change in coverage, or non-renewal of coverage. 40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear (ATIMA). 40.3 ADDITIONAL INSURANCE REQUIREMENTS 40.3.1 The City,its officers,employees and servants shall be endorsed as an additional insured on Vendor's insurance policies excepting employer's liability insurance coverage under Contractor's workers' compensation insurance policy. 40.3.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Vendor can begin work. Failure to supply and maintain such insurance shall be a breach of contract. Contractor shall provide complete copies of all insurance policies required by this Agreement. Certificates of insurance must be suppliedto: Financial Management Services Department Attention: Purchasing Division SS- 200 Texas Street (Lower Level) Fort Worth, Texas 76102 40.3.3 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. Each insurance policy shall be endorsed to provide the City a minimum 30 days' notice of cancellation,non-renewal, and/or material change in policy terms or coverage. A ten (10) day notice shall be acceptable in the event of non-payment of premium. 40.3.4 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. Deductible limits, or self-funded retention limits, on each policy must not exceed $10,000.00 per occurrence unless otherwise approved by the City. 40.3.5 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. 40.3.6 Workers' compensation insurance policy(s) covering employees of the Vendor shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 40.3.7 City shall not be responsible for the direct payment of insurance premium costs for Vendor's insurance. 40.3.8 Vendor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. 40.3.9 While this agreement is in effect,Vendor shall report, in a timely manner, to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 40.3.10 Vendor's liability shall not be limited to the specified amounts of insurance required herein. EXIIBI'i' B Seller's Quote CONTRACT PRICING WORKSHEET Contract €� Date 0 HGACBuy FS12-19 i 07/10/20 For MOTOR VEHICLES Only No.: Prepared: 'Tltrs Y�r�l ks7tee�ts�li;��,taie�'b,�G'ar�t,�a�rYol tt>'rzl,gi<veit�o�'az'r/�Tser,��I•f'a PO rs iss���d,l;•o31i doCllxr�errtS 1]��' :city orFort North Fire Department conu•actor: siddons-Martin Emergency Group .rgencp: contact -Deputy Chief Barton Pr¢arca beff Doran Person: By: address 1000 Tbrocknrottot Street Phone: 1800-784-6806 Phone 1-817-392-6805 t••oc ?281-442-0850 E-11: trobert.barton(cDfortworthtexas.dov tjdoranna.siddons-martin.com Product V-1ptton: i Summary sheet Code: A.Product Item Base Unit Price Per Contractor's 11-GAC Contract: B.Published Options-Itemize below-Attach additional sheet(s)if necessary-Include Option Code in description if applicable. (Mote:Published Options are options which were submitted and priced in Contractors bid.) Description : Cost Description Cost (3)Three Pierce Custom 107 Aerial S3,628,894.56 (8)Pierce Custom Pumpers S6,957,764.60 i j Subtotal From Additional Shcet(s):: S0.00 i Subtotal B:i S10,586,659.16 C.Unpublished Options-Itemize below/attach additional shect(s)If necessary. (Note:Unpublished options are items which were not submitted and priced in Con(ractor's bid.) Description Cost Description Cost i Subtotal From Addltlonal Shcet(s):[ S0.00 Subtotal C: 50.00 Check:Total cost of Unpublished Options(C)cannot exceed 25%or the total of tine Base Unit!, For this transaction the percentage is: IL 0.00% Price plus Published Options(A-t•B). D.Total Cost Before Any Applicable Trade-In/Other Allowances/Discounts(A+I1+C) i Quantity Ordered:OI T Subtotal ofA+B+C: 10586659.16 = Subtotal D:'•. $10,586,659.16 E.H-GAC Order Processing Charge(Amount Per Current Policy) Subtotal L:'. 52,000.00 F.Trade-Ins/Other Allowances/Special Discounts/Frelght/Installation Description Cost Description Cost sabrotal F:T--� Delivery Dater G.Total Purchase Price(D+E+F): $10,588,659.1 EXHIBIT C Cooperative Agency Contract DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF H-GAC Houston-Galveston Area Council P.O.Box 22777 •3555 Timmons • Houston,Texas 77227-2777 Cooperative Agreement-Siddons Martin Emergency Group,LLC-Public Services--19-01022 GENERAL PROVISIONS This Agreement is made and entered into,by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Siddons Martin Emergency Group, LLC, hereinafter referred to as the Contractor, having its principal place of business at 1362 E Richey Road, Houston, TX 77073. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1:LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s)to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2:APPLICABLE LAWS The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers'compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3:INDEPENDENT CONTRACTOR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor.No provision of this Agreement or act of H- GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom. ARTICLE 4:WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement ("Agreement")between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties. ARTICLE 5: SCOPE OF SERVICES Page 1 of 7 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF The services to be performed by the Contractor are outlined in an Attachment to this Agreement. ARTICLE 6: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Dec 012019 and ends Nov 30 2021. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE S: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work.Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 11:AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC. ARTICLE 12: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or Page 2 of 7 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period,but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1)personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements. ARTICLE 13: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven(7)years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which anise from it, or until the end of the seven (7)years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 14: CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15: TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for Convenience or Default. A. Convenience H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H- GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default Page 3 of 7 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances: (1) if the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often(10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. ARTICLE 16:SEVERABILITY H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 17: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 18: CONFLICT OF INTEREST No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement. ARTICLE 19:FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a)Title VI of the Civil Rights Act of 1964 (P.L. 88-352)which prohibits discrimination on the basis of race, color or national origin; (b)Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f)the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 0) any other nondiscrimination provisions in any specific statute(s) Page 4 of 7 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF applicable to any Federal funding for this Agreement; (k)the requirements of any other nondiscrimination statute(s)which may apply to this Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis-Bacon Act (40 U.S.C. 276a- 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n)the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24)hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four(24) hours of such occurrence.Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement. ARTICLE 21:INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action,judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22:LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to Page 5 of 7 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23:TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only.Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ARTICLE 24: JOINT WORK PRODUCT This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 25: DISPUTES All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position.The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision. ARTICLE 26: CHOICE OF LAW:VENUE This Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 27: ORDER OF PRIORITY In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments. Page 6 of 7 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by: Siddons Martin Emergency Group, LLC DocuSigned by. H-GAC DocuSigned by: X Signature Signatur EID865F5B5014E7... C82EC270DSDu1423... Name Jeffrey A.Doran Name Chuck Wemple Title G.M.-Sales Operation Title Executive Director Date 11/22/2019 Date 11/22/2019 Page 7 of 7 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF H-GAC Houston-Galveston Area Council P.O.Sox 22777 -3555 Timmons - Houston,Texas 77227-2777 Cooperative Agreement-Siddons Martin Emergency Group,LLC-Public Services- 19-01022 SPECIAL PROVISIONS Incorporated by attachment, as part of the whole agreement,H-GAC and the Contractor do,hereby agree to the Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED .In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. ARTICLE 2: END USER AGREEMENTS ("EUA") H-GAC acknowledges that the END USER may choose to enter into an End User Agreement("EUA)with the Contractor through this Agreement,and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this Agreement,termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS.Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (1.0)business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended,to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price,warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment,than Contractor shall,within ten (10) business days,notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor's written explanation,may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively,to the effective date of the most favored agreement,to provide the same prices, warranties, Page 1 of 4 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF benefits, or terms to H-GAC and the END USER. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer's control[example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor's total liability under this Agreement, whether for breach of contract,warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement. ARTICLE 5: GOVERNING LAW& VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty(30) calendar days or ten (10) business days after receipt of an END USER's payment,whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement tennination if Contractor fails to promptly rernit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIOUIDATED .DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed,to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Page 2 of 4 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Tire Apparatus, see Section B of the Bid/Proposal Specifications. Property Damage or Destruction insurance is required for coverage of.End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500.000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event,this coverage must be specifically and clearly listed on insurance certificate(s) submitted to -GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. c. Original Insurance Certificates must be furnished to I-I-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any ProdLlet(S) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. -GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracv. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance &Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H.-GAC shall have the right to detennine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revolted, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle Page 3 of 4 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. Page 4 of 4 DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF Attachment A Siddons Martin Emergency Group LLC Fire Service Apparatus All Types) Contract No. FS12-19 'V;Pier'ce **These units can be sold both inside and outside Texas** A.Aerials Booms/Platforms,Ladders,Ladder/Platforms FS19VA01 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $841,899.00 Single Axle, 75' Steal Rear-Mounted Telescoping Ladder(500#) FS19VA02 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $875,497.00 Tandem Axle, 75'Steal Rear-Mounted Telescoping Ladder(500#) FS19VA03 Pierce Enforcer Chassis 4-Door 75'Aluminum Rear Mounted Telescoping Ladder, $827,652.00 Formed Aluminum Body FS19VA04 Pierce Arrow Chassis 4-Door 100'Aluminum Rear Mount Aerial,Aluminum Body, $1,126,674.00 Tandem Axle FS19VA05 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $936,103.00 Single Axle, 107'Rear-Mounted Telescoping Ladder FS19VA06 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $981,819.00 Tandem Rear Axle, 107' Rear-Mounted Telescoping Ladder FS19VA07 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,031,013.00 Tandem Rear Axle, 110' Rear-Mounted Telescoping Platform FS19VA08 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $982,626.00 Tandem Axle, 105' Rear-Mounted Telescoping Ladder(500#) FS19VA09 Pierce Arrow Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,322,460.00 Tandem Axle, 100' Mid-Mounted Telescoping Ladder with Platform FS19VA10 Pierce Arrow Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,254,844.00 Tandem Axle, 100' Rear-Mounted Telescoping Ladder with Platform (750#) FS19VAll Pierce Arrow Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,266,367.00 Single Axle, 107'Tractor Drawn-Mid-Mounted Telescoping Ladder(#500) B.Wildland Fire Apparatus FS19VB01 Pierce Brush Fire Apparatus, Ford F450, Formed Aluminum Utility Body $138,870.00 FS19VB02 Pierce Brush FireApparatus, Ford F-550 Mini Pumper 500 gpm, 300 tank $215,358.00 FS19VB03 IFreightliner 4-Door 4 x 4 Wildland,500 water, 1000 gpm Pump $364,240.00 C.Pumper Fire Apparatus FS19VC01 M2 Freightliner, 2-Door, OEM Cab,Aluminum Body, Single Axle, 1250 GPM Pump, $264,379.00 Mid-Mounted Pumper FS19VCO2 IHC, 2-Door, OEM Cab,Aluminum Body, Single Axle, 1250 GPM Pump, Mid- $273,152.00 Mounted Pumper FS19VC03 KW, 2-Door, OME Cab,Aluminum Body, Single Axle, 1250 GPM Pump, Mid- $267,171.00 Mounted Pumper FS19VC04 Peterbilt,2-Door, OME Cab,Aluminum Body, Single Axle, 1250 GPM Pump, Mid- $275,936.00 Mounted Pumper FS19VC06 Pierce Saber FR,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, $456,160.00 1250 GPM Pump, Mid-Mounted Pumper FS19VC07 Pierce Enforcer,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, 1250 $492,768.00 GPM Pump, Mid-Mounted Pumper DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF FS19VC08 Pump Pierce Velocity,4-Door Fulll Tilt Cab,Aluminum Long Body, 1250 gpm mid-mounted $578,586.00r FS19VC09 Pierce Dash CF,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, 1250 $643,725.00 GPM Pump, PUC Body Pumper D.Special Service Apparatus(Walk-In Bodies)Multi-use:Rescue,RE-Hab,Hazmat,Mobile Command Center FS19VD0I Ford F-550 4-Door, 12'Non-Walk-in Formed Aluminum Body $154,273.00 FS19VD02 M2 Freightliner,2-Door, OEM Cab,Single Axle, Formed Aluminum Body, Non-Walk- $208,337.00 In Body FS19VD03 IHC,2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non-Walk-In Body $210,190.00 FS19VD04 Kenworth,2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non-Walk-In $204,051.00 FS19VD05 Pod rbilt, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non-Walk-In $214,955.00 FS19VD06 Pierce Saber FR, Full-Tilt,Aluminum Cab, Single Axle, Formed Aluminum Body, $396,673.00 Non-Walk-In Encore Body 18.5' FS19VD07 Pierce Enforcer 4-Door,Aluminum Cab, Single Axle, Formed Aluminum Body, Non $497,432.00 Walk-in HDR Body FS19VD08 Pierce Velocity 4-Door Aluminum Cab,Tandem Axle Non-Walk-in HDR Body $609,953.00 FS19VD09 o2dFreightliner, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Walk-In $300,407.00 FS19VD10 IHC,2-Door, OEM Cab, Single Axle, Formed Aluminum Body,Walk-In Body $302,928.00 FS19VD11 Kenworth, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body,Walk-In Body $298,047.00 FS19VD12 Peterbilt, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body,Walk-In Body $305,177.00 FS19VD13 Pierce Enforcer 4-Door, Full Tilt,Aluminum Cab, Single Axle, Formed Aluminum $598,680.00 Body,Walk-in HDR Body FS19VD14 Pierce Velocity 4-Door Aluminum Cab,Tandem Axle Walk-in HDR Body $704,579.00 FS19VD15 Pierce Velocity 2-Door,Aluminum Cab,Tandem Axle, Combination Formed $747,407.00 Aluminum Body FS19VD16 Pierce Velocity 4-Door Aluminum Cab,Tandem Axle Walk-in Communications Body $776,91.4.00 E.Pumper/Tankers&Tankers FS19VE01 Freightliner 2 Door, Single Axle Tanker,Aluminum Body w/2000 water&500 pump $276,292.00 FS19VE02 IHC 2dr Single Axle Tanker,Aluminum Body w/2000 water&500 pump $279,029.00 FS19VE03 Kenworth 2dr Single Axle Tanker,Aluminum Body w/2000 water&500 pump $276,490.00 FS19VE04 Peterbilt 2dr Single Axle Tanker,Aluminum w/2000 water&500 pump $303,543.00 FS19VE05 Pierce Saber FR,4-Door, Full-Tilt,Aluminum Cab, Pumper/Tanker,Aluminum Body, $508,722.00 Sin le Axle, 1000 GPM Pump, Mid-Mounted FS19VE06 Pierce Enforcer, 4-Door, Full-Tilt,Aluminum Cab, Pumper/Tanker,Aluminum Body, $584,155.00 Tandem Axle, 1000 GPM Pump, Mid-Mounted FS19VE07 Freightliner 2dr,Tandem Axle Tanker,Aluminum Body w/3000 water&500 pump $304,897.00 FS19VE08 IHC 2dr Tandem Axle Tanker,Aluminum Body w/3000 water&500 pump $317,114.00 FS19VE09 Kenworth 2dr Tandem Axle Tanker,Aluminum Body w/3000 water&500 pump $294,582.00 FS19VE10 Peterbilt 2dr Tandem Axle Tanker,Aluminum w/3000 water&500 pump $305,758.00 FS19VEII Pierce Saber FR,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, $507,029.00 1000 GPM Pump, Mid-Mounted Elliptical Tanker FS19VE12 Pierce Enforcer,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body,Tandem Axle, $602,900.00 1000 GPM Pump, Mid-Mounted Elliptical Tanker DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF FS19VE13 Pierce Velocity,4-Door Aluminum Cab,Tandem Axle,Aluminum Pumper/Tanker 2000 $630,280.00 Gallon Body, 1500 GPM Pump U.OshKosh These units can be sold both inside and outside Texas** F.Airport Rescue Fire-Fighting Vehicles Oshkosh Striker 4x4,2-Door,Aluminum Cab,2 Passenger Seating,Roof Turret(375/750 FS19UF01 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank Capacity(1500 $796,194.00 gal.),Foam Tank Capacity(210 gal.),Fire Pump(Power divider driven Waterous CRQB, Single Stage Centrifugal, 1950 gpm at 250 psi) Oshkosh Striker 6x6,2-Door,Aluminum Cab,2 Passenger Seating,Roof Turret(600/1200 FS19UF02 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank Capacity(3000 $856,692.00 gal.),Foam Tank Capacity(420 gal.),Fire Pump(Power divider driven Waterous CRQB, Single Stage Centrifugal, 1950 gpm at 250 psi) Oshkosh Striker 8x8,2-Door,Aluminum Cab,2 Passenger Seating,Roof Turret(600/1200 FS19UF03 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank Capacity(4500 $1,000,033.00 gal.),Foam Tank Capacity(420 gal.),Fire Pump(Power divider driven Waterous CRQA, Single Stage Centrifugal, 1950 gpm at 240 psi) Oshkosh New Generation Striker 8x8,2-Door,Aluminum Cab,2 Passenger Seating,Roof FS19UF04 Turret(600/1200 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank $1,159,700.00 Capacity(4500 gal.),Foam Tank Capacity(420 gal.),Fire Pump(Waterous CRQB,Single Stage Centrifugal, 1950 gpm at 250 psi),dual engine driveline Oshkosh Stinger Class 2 ARFF vehicle;2-Door Ford 4x4 F550 Cab/chassis,2 Passenger FS19UF05 Seating,Bumper Turret,one(1)twin agent handline,Water Tank Capacity(300 gal.),Foam $337,137.00 Tank Capacity(40 gal.),Dry Chemical 500 pounds. FS19UF06 Oshkosh H-Series Chassis;2-Door,Aluminum Cab,2 Passenger Seating,50,000 GVWR, $339,040.00 Sin le Axle FS19UF07 Oshkosh HT-Series Chassis;2-Door,Aluminum Cab,2 Passenger Seating,55,000 GVWR, $391,249.00 Single Axle FS19UF08 Oshkosh P-Series Chassis;2-Door,Aluminum Cab,2 Passenger Seating,51,000 GVWR, $298,513.00 Single Axle 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 City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the City. 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 Win://www.ethics.state.tx.us/forms/CIO Rdf. 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 City, state Vendor 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. Revised 7.6.18cg CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B.23,84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the Date Received vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with 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 if the vendor knowingly violates Section 176.006,Local Government Code.An offense under this section is a misdemeanor. 1J Name of vendor who has a business relationship with local governmental entity. Siddons Martin Emergency Group, LLC 2 Check this box if you are filing an update to a previously filed 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 questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4 Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. N/A A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income,from the vendor? F] Yes E-1 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Fl Yes F-1 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 9/30/2020 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at hftp://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm.For easy reference,below are some of the sections cited on this form. Local Government Code$176 001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,and reporting to,that agency. Local Government Code 4 176.003(a)(2)(A)and(B)• (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code S 176.006(a)and(a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity,or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity;or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1 1/3 0120 1 5 9/10/2020 M&C Review Offic;af site Of the City Of Foot V:0101,Texas CITY COUNCIL AGENDA I'ORTIVURTI1 DATE: 9/1/2020 REFERENCE **M&C 20- LOG NAME: 13P 36-11 FIRE TRUCKS NO.: 0613 CODE: P TYPE: CONSENT PUBLIC HEARING:NO SUBJECT: (ALL)Authorize the Purchase of Eleven Fire Trucks from Siddons Martin Emergency Group, LLC for the Fire Department in an Amount Up to$10,588,659.16 Using a Houston Galveston Area Council Cooperative Contract RECOMMENDATION: It is recommended that the City Council authorize the purchase of eleven fire trucks from Siddons Martin Emergency Group, LLC in an amount up to$10,588,659.16 for the Fire Department using Houston Galveston Area Council Contract No. FS12-19. DISCUSSION: The Fire Department(Fire)approached the Purchasing Division for assistance with buying eleven fire trucks that will be used to transport firefighters and equipment to fires, hazardous incidents and other emergency situations throughout the City of Fort Worth (City). Fire obtained a cooperative quote for all eleven of the fire trucks. Pierce Manufacturing Incorporated sells apparatus through regional authorized distributors. The regional distributor for Texas is Siddons Martin Emergency Group, LLC. This purchase includes eight Pierce Custom Velocity Pumper trucks and three Pierce Custom Velocity Aerial trucks. All requested vehicles will be replacements for old units that can no longer be economically maintained. DESCRIPTION QUANTITYPRICE Pierce-Custom Velocity Pumper Truck 8 $6,957,764.60 Pierce-Custom Velocity Aerial-107' Truck 3 $3,628,894.56 HGAC Fee 1 $2,000.00 Total $10,588,659.16 The new trucks meet required specifications and are expected to operate satisfactorily during their service lives of 10 years for each vehicle. Warranty information, manufacturer's Statement of Origin and original sales invoice will accompany the new units upon delivery to the Fire Service Center located at 2920 West Bolt Street. PRICE ANALYSIS - Pierce Manufacturing Incorporated sells apparatus through regional authorized distributors. The regional distributor for Texas is the Siddons Martin Emergency Group. Pricing for Siddons Martin Group was competitively bid through the Houston Galveston Area Council Contract No. FS12-19, there is no increase on pricing for a similar purchase approved by City Council on November 19, 2019 (M&C19-0316). Staff certifies that the Houston Galveston Area Council contract provides the best pricing and value for this purchase. ADMINISTRATIVE CHANGE ORDER-an administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. COOPERATIVE PURCHASE-State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the items. Houston Galveston Area Council Contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. apps.cf,vnet.org/counciLpackettme_review.asp?]D=28182&councildate=9/1/2020 112 9/10/2020 M&C Review M/WBE OFFICE -An M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or other public entity. DELIVERY- The new units will be delivered within 365 days after receipt of a purchase order. FISCAL. INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds are available in the current capital budget, as appropriated, in the Tax Note 2020 Fund, Fire Apparatus 2020 Tax Notes project, and that prior to any expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. BQN\\ TO nDepartment Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account I Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted far Jay Chapa (5804)City Manager's Office by_ Valerie Washington (6992) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: Cynthia Garcia (8525) Blanca Sanchez (8354) ATTACHMENTS COOP HGACBuy Contract.pdf apps.cRvnet.org/council_packet/mc review.asp?ID=28182&councildate=9/1/2020 212 Bond No.9356691 Fidelity and Deposit Company of Maryland HOME OFFICE 3910 KESWICK ROAD BALTIMORE,MARYLAND 21211 PERFORMANCE AND PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS,THAT,Siddons-Martin Emergency Group 1362 East Richey Rd., Houston TX 77073 Fidelity and UepositCompany o ary an (hereinafter called Principal),as Principal and 1299 Zurich Way, 5th Floor, Schaumburg IL 60196-1056 a corporation organized and existing under the laws of the State of IL with its principal'office in the City of Schaumburg, IL (hereinafter called Surety)as Surety are held and firmly bound unto Fort Worth Fire Department (hereinafter called the Owner)and to all persons who furnish labor or material directly to the Principal for use in the prosecution of the work hereinafter named,in the just and full sum of Six Million Nine Hundpred Fifty Eight Thousand Seven Hundred Sixty Four Dollars and 60/100 Dollars(§,958,764.60 ) to the payment of which sum well and truly to be made,the said Principal and Surety bind themselves,and their respective heirs,administrators,executors,successors and assigns,jointly and severally,firmly by these presents. WHEREAS,the Principal has entered into a certain written contract with the Owner,dated the 23rd day of September 2020 ,forEight(8) Pierce Velocity PUC Pumpers which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the said Principal shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor and material entering into the work,and if the said Principal shall pay all persons who shall have furnished labor or material directly to the Principal for use in the prosecution of the aforesaid work,each of which said persons shall have a direct right of action on this instrument in his/her own name and for his/her own benefit,subject, however,to the Owner's priority,then this obligation to be void;otherwise to remain in full force and effect. PROVIDED,HOWEVER,that no action,suit or proceeding shall be had or maintained against the Surety on this instrument unless the same be brought or instituted and process served upon the Surety within two years after completion of the work mentioned in said contract,whether such work be completed by the Principal, Surety or Owner;but if there is any maintenance or warranty period provided in the contract for which said Surety is liable,an action for such maintenance or warranty may be brought within two years from the expiration of said maintenance or warranty period,but not afterwards. IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 24th day of September 2020 Siddons a ZME er cy Group Witness: Principal V// idelity and Deposit Company of Maryland fitness: CJthy Hutson a �� Surety Sarah E. DeYoung A t ey-In-F Bond Number 9356691 Obligee Fort Worth Fire Department ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by Robert D.Murray,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof,do hereby nominate,constitute, and appoint Sarah E.DeYoung its true and lawful agent and Attomey-in-Fact, to make, execute, seal and deliver,for,and on its behalf as surety,and as its act and deed: any and all bonds and undertakings,and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes,as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 19th day of June,A.D.2019. ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND 0�4bo� By: Robert D.Murray Vice President �q etrp�� t, lot m1 �; •a„ By. Dawn E.Brown Secretary State of Maryland County of Baltimore On this 19th day of June, A.D.2019, before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,Robert D. Murray,Vice President and Dawn E.Brown,Secretary of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly swom,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. cL Constance A.Dunn,Notary Public cif'%i•x;sp�;`�� My Commission Expires:July 9,2023 t�lllllt{��, EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attornevs-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognizances, stipulations,undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section 8,of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attomey...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994,and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 1 Oth day of May,1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President,Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this 24th day of September 120200 . }Mq DE►o fr, g.,t-G►r rozi Brian M.Hodges,Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT A COMPLETE DESCRIPTION OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND,THE BOND NUMBER,AND YOUR CONTACT INFORMATION TO: Zurich Surety Claims 1299 Zurich Way Schaumburg,IL 60196-1056 www.reportsfelaims(a�zurichna.com 800-626-4577 Fidelity and. Deposit Companies ® Home Office: 391Q Keswick Road Bat imore,lea 21211 B JOORT NOTICE To obtain information or slake a complaint: You may call.the Fidelity and Deposit Company of Maryland, Colonial American Casualty and. Surety Company,and/or Zurich American Insaarance Company's toll-free telephone number for information or to make a complaint at: You may contact the Texas Department of Insurance to obtain information on companies, coverages,rights,or complaints at: 1-800-252-3439 You may write the Texas Department ofInsurance: P.O. 01 249204 ' Aus6m9 TX 79714-9104 FAX O(512)475-1771 PREAUUM OR CLAIM DISPUTES:. Should you have a dispute concerning the premium or about a claim,you should first contact Fidelity and Deposit Company of Maryland or Colonial American Casualty and Surety Company. If the dispute is not resolved,you may contact the Texas Department of Insurance. ATTACH TffiS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. S9543KM(09/01) Bond No.9356692 Fidelity and Deposit Company of Maryland HOME OFFICE 3910 KESWICK ROAD BALTIMORE,MARYLAND 21211 PERFORMANCE AND PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS,THAT,Siddons-Martin Emergency Group 1362 East Richey Rd., Houston, TX 77073 Fidelity and DepositCompany of Wa—ryFa-n-T- (hereinafter called Principal),as Principal and 1299 Zurich Way, 5th Floor, Schaumburgg IL 60196-1056 a corporation organized and existing under the laws of the State of IL with its principal office in the City of Schaumburg, IL ,(hereinafter called Surety)as Surety are held and firmly bound unto Fort Worth Fire Department (hereinafter called the Owner)and to all persons who furnish labor or material directly to the Principal for use in the prosecution of the work hereinafter named,in the just and full sum of Three Million Six Hundred Twenty Nine Thousand E ig ht Hundred N inety Four Dollars and 56/100 Dollars($3,629,894.56 ) to the payment of which sum well and truly to be made,the said Principal and Surety bind themselves,and their respective heirs,administrators,executors,successors and assigns,jointly and severally,finely by these presents. WHEREAS,the Principal has entered into a certain written contract with the Owner,dated the 23rd day of September , 2020 'for Three (3) Pierce Velocity_ Aerial Ascendant 107' Heavy Duty Ladders which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the said Principal shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor and material entering into the work,and if the said Principal shall pay all persons who shall have furnished labor or material directly to the Principal for use in the prosecution of the aforesaid work,each of which said persons shall have a direct right of action on this instrument in his/her own name and for his/her own benefit,subject, however,to the Owner's priority,then this obligation to be void;otherwise to remain in full force and effect. PROVIDED,HOWEVER,that no action,suit or proceeding shall be had or maintained against the Surety on this instrument unless the same be brought or instituted and process served upon the Surety within two years after completion of the work mentioned in said contract,whether such work be completed by the Principal, Surety or Owner;but if there is any maintenance or warranty period provided in the contract for which said Surety is liable,an action for such maintenance or warranty may be brought within two years from the expiration of said maintenance or warranty period,but not afterwards. IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 24th day of September 2020 Siddons n Em r e y Group Witne s Principal DEPps'r "� debt and Deposit Company of Maryland Nhflness: Cat Hu son Surety Sarah E. DeYoung Attorne -In-Fac � +ova Bond Number 9356692 Obligee Fort Worth Fire Department ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by Robert D.Murray,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof,do hereby nominate,constitute, and appoint Sarah E.DeYoung its true and lawful agent and Attorney-in-Fact,to make, execute, seal and deliver,for,and on its behalf as surety,and as its act and deed: any and all bonds and undertakings,and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes,as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 19th day of June,A.D.2019. ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND obto By: Robert D.Murray Vice President �p�er[atQa�i Id1 �i 04— By: Dawn E.Brown Secretary State of Maryland County of Baltimore On this 19th day of June, A.D.2019, before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,Robert D. Murray,Vice President and Dawn E.Brown,Secretary of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly swom,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. CL J ce Constance A.Dunn,Notary Public My Commission Expires:July 9,2023 ''i�tflilt +�: EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attomevs-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attomeys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do f u-ther certify that Article V,Section 8,of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attomey...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994,and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 1 Oth day of May,1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this 24th day of September 1202»0a� . FMp DE�psr� aTQ�G � fi �h SEAL low ff. � G Brian M.Hodges,Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT A COMPLETE DESCRIPTION OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND,THE BOND NUMBER,AND YOUR CONTACT INFORMATION TO: Zurich Surety Claims 1299 Zurich Way Schaumburg,IL 60196-1056 www.reportsfelaims(-a)zurichna.com 800-626-4577 Fide ty and Deposit C 'mpames ® Home Office: 3910 Keswick Road Balfmore,MD 21211 II.VP®RTAN'T NOTICE To obtain information or snake a complaint: You may cal➢.the Fidelity and Deposit Company of Maryiaind, Colonial American Casualty and Surety Company,and/or Zurich American Insurance Company's toll-free telephone number for information or to make a complaint at: You may contact the Texas Department of Insurance to obtain information on companies, coverages,rights,or complaints at: 11-800-252-3439 You may write the Texas Department of Insurance: P.O.Sox 149104 Aunsdm,TX 78714-9I104 FAX 9(5I2)475-2772 PRF3RUM OR CLAIM DISPUTES: Should you have a dispute concerning the premium or about a claim,you should first contact Fidelity and Deposit Company of Maryland or Colonial American Casualty and Surety Company. If the dispute is not resolved,you may contact the`texas Department of Insurance. ATTACH TMS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document_ S9543f(M(09101)