HomeMy WebLinkAboutContract 52601 CITY SECRETARY
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
Fireblast Global,Inc
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Valerie Washington, its duly authorized Assistant City Manager, and Fireblast Global, Inc.
("Vendor"), a California corporation acting by and through Leah Egelin, its duly authorized Chief
Operating Officer,each individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;
4. Exhibit C—Verification of Signature Authority Form
5. Exhibit D—Seller's Sole Source Justification Letter
6. Exhibit E—Sole Source Procurement Justification
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
C, D or E and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall perform annual maintenance to Fireblast gas-fired training props and Vendor shall
supply to City all replacement parts not under warranty, all as more particularly described in Exhibit"A,"
-Scope of Services.
2. TERM.
This Agreement shall begin on June. I. 2019("Effective Date")and shall expire on May 31,2020
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City
shall have the option, in its sole discretion,to renew this Agreement under the same terms and conditions,
for up to three Q one-year renewal options,at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be not exceed Fifty
Thousand and 00/100 Dollars ($50,000.00). Vendor shall not perform any additional 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.
OFFICIAL RECORD
Professional Services Agreement as 'RY
FT. WORTH, TX
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4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Oblieations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
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7. INDEPENDENT VENDOR.
It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City. its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREB Y CO VENANTS AND A GREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROM AND AGAINST ANYAND ALL CLAIMS OR LA WSUITS OFANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESUL TING L OST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle,or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret,or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City,for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement,City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Professional Services Agreement Page 3 of 18
Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
Professional Services Agreement Page 4 of 18
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(10)days' notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
Professional Services Agreement Page 5 of 18
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Fireblast Global, Inc.
Attn: Valerie Washington,Assistant City Manager Jessica Kuehl, Contract Specialist
200 Texas Street 545 Monica Circle
Fort Worth,TX 76102-6314 Corona,CA 92880_
Facsimile:(817)392-8654 Facsimile:(951)279-1705
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the tern of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
Vendor,any person who is or has been employed by the other during the term of this Agreement, without
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
Professional Services Agreement Page 6 of 18
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas. Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a parry hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
Professional Services Agreement Page 7 of 18
This Agreement, including Exhibits A, B and C,contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)
days from the date that the services are completed. In such event,at Vendor's option, Vendor shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty,or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon
request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively,"Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietarN rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. 1f and to the extent such Work Product,or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
Professional Services Agreement Page 8 of 18
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel; and (2)will not boycott Israel during the term of the contract.
IN WIT E S WHEREOF the parties hereto have executed this Agreement in multiples this
day of ,20
(signature page follows)
Professional Services Agreement Page 9 of 18
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By.
this contract, including ensuring all performance and Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Date: 81I1 laI By: uw.,,`��.,�,,� \
Name: Homer Robertson
APPROVAL RECOMMENDED: Title: Assistant Fire Chief
APPROVED AS TO FORM AND LEGALITY:
By:
Na es Dav
Title: Fire Chief
By:
Name: Trey Qualls
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
ame%Ydqka Cer F
Title: City Secretary ®'
1'ireblyst Globyl. Inn, ; ATTEST:
Name:
q
j litic: _ _ i Title: �� 1------ -
I '
0FFICIAL-1
CITY SECREYA y`"
Professional Services Agreement Page 10 of 1
EXHIBIT A
SCOPE OF SERVICES
Provide maintenance on the Fireblast Gas-Fired Training Props for mechanical and technical
routine maintenance and repair. Some parts may also need to be supplied by Vendor to maintain
the equipment.
Professional Services Agreement—Exhibit A Page 11 of 18
EXHIBIT B
PRICE SCHEDULE
Year 1: (2019-20) Maintenance Contract $39,011.25
Year 2: (2020-21)Maintenance Contract $40,181.59
Year 3: (2021-22) Maintenance Contract$41,387.04
Year 4: (2022-23) Maintenance Contract$42,628.65.
Parts covered by warranty shall be included in the maintenance contract price above.
Parts not covered by warranty shall be paid for by City to Vendor, provided that no part shall be
provided or invoiced to City without City's advance written authorization. In no event shall the
amount paid for this contract exceed $50,000.00 per year, inclusive of the maintenance contract
and non-warranty parts.
Professional Services Agreement—Exhibit B Page 12 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
I. Name:
Position Cbo
Signatur
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: 'K
Signature of President A-C£$-
Other Title:
Date: 7�
Professional Services Agreement—Exhibit C Page 13 of 18
EXHIBIT D
SELLER'S SOLE SOURCE JUSTIFICATION LETTER
FIRES LAST
March 26, 2018
Fort Worth Fire Department
509 West Felix Street
Fort Worth,TX 76115
Subject: Sole Source Let•.e
To Whom It May Concern:
Fireblast Global, Inc.is the sole source provider for maintenance on the Fireblast
Gas-Fired Training Props. Our units are extremely complex and contain many
electronics and advanced sensors that require annual maintenance by a qualified
Fireblast technician.Maintenance performed by any other technician,not employed
by Fireblast, is not recommended. Fireblast cannot warrant the capabilities,
training,or experience of any other technician. Use of other said technicians will
void Fireblast product wananties.
To schedule maintenance, or should you have any other questions please contact
our Customer Care division at(951)277-8319.
Thank you for your business.
Sincerely, (J� Q
���.+ Jr I.UA•�
Jessica Kuehl
Contract Specialist
Fireblast Global
545 Monica Grde;Corona,CA 92880 T+1.951.277.8319 F+1.951.279.1705 www.fireblast.com
Professional Services Agreement—Exhibit D Page 14 of 18
EXHIBIT E
SOLE SOURCE PROCUREMENT JUSTIFICATION
Fox�TWMoR�Tx
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting to make a purchase over$50,000 without following
public bidding requirements.
Instructions:Fill out the entire form with detailed information.Once you have completed this
form,provide it to the Purchasing attorney for review.The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible.If you are printing this form to provide to Legal,please do not
provide the Primer portion. Failure to provide sufficient information may result in follow up
questions and cause a delay in the attorney's determination
Section 1:General Information
Requesting Department:
Name of Contract Manager. Lance Schoeppev
Department's Attorney.John B.Strom
Item or Service sought: Service and Maintenance for Fireblast Propane Gras Props
Vendor:Firebhst C}lobal
Current Agreement for item/servioe:Yes_Z_No
CSC#SSIS 422485
How will this item or service be used Fireblast will provide maintenance on the Fireblast Gas-
Fired Training s for mechanical and technical routine maintenance and repair. Some parts
may also need to be purchased from the manufacture to maintain the eauipment.
Section 2:Exemption Justification
Please i ndicate which exemption you believe applies to the purchase and provide information to
support its applicability.Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the murncipality's residents or to preserve the property of the
municipality,
_a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Page 1 of 4
Professional Services Agreement—Exhibit E Page 15 of 18
_a procurement necessary because of unforeseen damage to public machinery,equipment,or
other property;
a procurement for persnnal,professional.or planning services;
.,_,_,.,a procurement for work that is performed and paid for by the day as the work progresses:
_a purchase of land or a right-of-way,
_N,,_a procurement of items that are available from only one source,including:
_a purchase of rare books,papers,and other library materials for a public Iihtnry;
__paving drainage,street widening,and other public improvements,or related matters,if at
least one-third of the cost is to be paid by or through special assessments levied on property that
will benefit from the improvements;
__,__a public improvement project,already in progress,authorized by the voters of the
municipalhv,for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
____a payment under a contract by which a developer participates in the construction of a public
improvement as provided by Subchapter C,Chapter 212;
__personal property sold:
(Ai)at an auction by a state licensed auctioucer.
(B)at a going out of business sale held in compliance with Subchapter F,Chapter 17,
Business&Commerce Code:
(C.)by a political subdivision of this slate,a state agency of this state,or an entity of the
federal government;or
(D)under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
_scrOces performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality^
electricity;or
,advertising other than legal notices.
Please provide details and facts to cxR ain wily you believe the exemption applies to ille
Purchase.you may also anneh documentation to this form.
Fireblast is the manufacturer of the Fireblast Gas Prons and the Products contain complex
electronic and unechanicul Paris as well as advanced sensors that reauirc annual service by a
certified Fireblaat teehnieian in order to maintain the equipment in thd:vronor operating
condition. Failure to maintain the equipment could result in loss of use of thousands of dollars of
fire�'y'ggcggipment.
Section 3:Attorney Determination
With the facts provrided by the department,is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? __&_l'es or. No
Page 2 of 4
Professional Services Agreement—Exhibit E Page 16 of 18
Was there anything not included on this rorm or attached hereto that was relied on in making this
determination?_I _Yes or Ne
If Sees.please explain:Sole source letter also provided.
Approved by:
Q.4,rw/OA&
If
Jo Ann Pate,ACAI
Page 3 of 4
Professional Services Agreement—Exhibit E Page 17 of 18
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal purchases.
if you have questions about the information provided or need additional information,please
contact your department's assigned attorney.
1. A procurement made because of a public calamity that requires the immediate
appropriation of moncy to relieve the necessity of the municipality's residents or to preserve the
property of the municipality.This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or r;afoty of the
municipality's residents.This is a factual delennutation that will be used when the purchase direct]\
impacts public health and safety.Please note,this is generally a very narrow exception.
3. A procurement necessary because of unforeseen damage to public machinery.equipmctt.
or other property_Damage or immediately foreseeable damage that is caused by an unexpected
event.This will generally be used when a natural disaster or unforeseen failure occurs that impacts
other property.
4. A procurement for personal,professional.or planning services;
Professional service.%are not defined under Chapter 252,so there is no precise del inition to
follow. However,the Tcxm Attorney General has suggested that a professional service
comprehends labor and skill that is'predominately mental or intellectual.rather than physical or
manual."' 'I'cx.Ally Gon Op.J\1-940(1988)(quoting Maryland Casualty Co.v.Cray Water
Co.. 160 S.W.2d 102(Tox.Civ.App.--Eastland 1942.no writ). The Texas Attorney General
has also opined that-professional services"no longer includes only the services of lawyers,
physicians.or theologians.but also those members of disciplines requiring special bow•ledge or
attainment and a high order of learning.shill.and intelligence. Id.
Facts needed to support a professional service exemption include the specialized requirements of
that profession and the mental mud intellectual skill required by the person while performing the
service.Purchases of goods are not professional services.
5. A procurement oriterns that are available from only one source.
This exemption is commonly ref erred to as the sole source exemption.In determining.whether a
purchase is of a good or service that is available from one source.you should not cons-idrr price
or time to receive the good or service.The information needed to support this exemption,is that
no other provider can provide the service or category of good except for the vendor you are
ptowsing.Some examples of sole source purchases include service agreements when only one
vendor is authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty:purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
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Professional Services Agreement—Exhibit E Page 18 of 18