HomeMy WebLinkAboutContract 52727 REci jjv o
SEP-62019 FORT WORTH
C�'CF,,p CSC No.52727
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CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Vendor Agreement("Agreement")is entered into by and between Flashpoint Fire
Equipment,Inc.("Vendor")and the City of Fort Worth("Customer"or"Authorized Customer"),a Texas local
government entity.
The Sole Source Purchase Vendor Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Sole Source Vendor Purchase Agreement;
2. Exhibit A—Terms and Conditions;
3. Exhibit B—Vendor's Quote;
4. Exhibit C—Vendor's Sole Source Justification Letter;
5. Exhibit D—Sole Source Procurement Justification; and
6. Exhibit E—Conflict of Interest Questionnaire.
7. Exhibit F—Vendor Contact Information
S. Exhibit G—Verification of Signature Authority.
The Vendor agrees to the Terms and Conditions which are attached. Exhibits A, B, C, D, E, F, G which are
attached hereto and incorporated herein, are made part of this agreement for all purposes. The Amount of this
contract shall not exceed 25 000.00.
The undersigned represents and warrants that he or she has the power and authority to execute this Agreement
and bind the respective Vendor.
Vendor and Customer have caused this Agreement to be executed by their duly authorized representatives to be
effective as of the date signed below.
OF RECORCI
CITY SECRETARY
FT. WORTH, TX
IN WITNESS WHEREOF,the parties hereto have executed this Agreement In multiples this 20 day of August _
,2019.
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
k%j&A , contract,includin*ensuring all performance and
By; Valerie Washington(Aug 29,2019) reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Aug 29,2019 fomerRo2` 81'019)
By; Homer Robertson#(Aug 23,2019)
Name: Homer Robertson
Approval Recommended: Title: Assistant Fire Chief
Approved as to Form and Legality:
By: _
Name: James Davis
Title: Fire Chief By: Trey calls(Aue ,20191
Name: Trey Quads
Attest: Title: Assistant City Attorney
Contract Authorization:
2 B M&C: N/A }
r Ronald P.Gonzales(Aug 29,2019)• O ._.,,
Name: Mary Kayser 0 T
Title: City Secretary
U:
SELLER:
Flashpoint Fire Equipment
By: .44A" OLA
Name: AeAm
Title: Chief Financial Officer
Date: August 20,2019
Cl) _ P&-kETAR,#
FT. 'Xn;;T",TX
EXHIBIT A
CITY OF FORT WORTH,TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth,its officers,agents, servants, authorized employees,vendors and 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 will commence upon August 1,2019 or the last date that both the
Buyer and the Seller have executed this Agreement(the"Effective Date")and shall continue in
full force and effect until August 31,2020. (This will be a maximum of 1 year-follow M&C date
or agreed to date),unless terminated earlier in accordance with the Provision of this Agreement.
3.2 Buyer shall have the sole right to renew this Agreement for 0 additional one-year terms. If
Buyer desires to exercise an option to renew,Buyer will notify Seller in writing of its intention to
renew. Compensation to be paid during any option term shall be the same as is stated in the Initial
Term,unless agreed to in writing by both parties.
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 information 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 withoutpenalty to the City.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest,direct or indirect, in any contract with
Buyer or be financially interested,directly or indirectly,in the sale to Buyer of any land,materials,
supplies or services,except on behalf of Buyer as an officer or employee.Any willful violation of this
section shall constitute malfeasance in office,and any officer or employee found guilty thereof shall
thereby forfeit his office or position
Any violation of this section with the knowledge,expressed or implied,of the person or corporation
contracting with the City Council shall render the contract invalid by the City Manager or the City
Council. (Chapter XXVII, Section 16, City of Fort Worth Charter)
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 GOODS
Seller will package goods in accordance with good commercial practice.Each shipping container,shall
be clearly and permanently marked as follows: (a)Seller's name and address: (b)Consignee's name,
address and purchase order or purchase change order number;(c)Container number and total number of
containers,e.g.,box 1 of 4 boxes;and (d)Number of the container bearing the packing slip. Seller shall
bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any applicable
specifications.Buyer's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate
as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes
possession of the goods at the point or points of delivery after inspection and acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B.Destination,Freight Prepaid and A]lowed,unless delivery terms 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 I 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 WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants
to be no higher than Seller's current prices on orders by others for products and services of the
kind and specification covered by this agreement for 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 for breach or for
Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies
which Buyer may have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or
secure this contract upon an agreement or understanding for 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 WARRANTY
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)
famished 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-excliisive,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 thy; 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 in ividually referred to as a
"Deliverable"and collectively as the"Deliverables,") Jo 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 connects d 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 C'ity'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 claitm; 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 SELI.ER'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 determined by Buyer,that are reasonable and
necessary to verify Seller's legal status and transfer of rights, interests,or obligations to another entity.
The documents that may be requested include,but are not limited to,Articles of Incorporation and
related amendments, Certificate of Merger,IRS Form W-9 to verify tax identification number,etc.
Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in
compliance with this provision. If Seller fails to provide necessary information in accordance with this
section,Buyer shall not be liable for any penalties,fees or interest resulting therefrom.
24.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
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 performance under this Agreement
shall not be relevant to determine the meaning of this Agreement even though the accepting or
acquiescing party has knowledge of the performance and opportunity for objection.Whenever a term
defined by the Uniform Commercial Code(UCC) is used in
this Agreement,the definition contained in the UCC shall control. In the event of a conflict between the
contract documents,the order of precedence shall be these Standard Terms and Conditions,and the
Seller's Quote.
27.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or"UCC" is used. It shall be construed as meaning the Uniform Commercial Code
as adopted and amended in the State of Texas.Both parties agree that venue for any litigation arising
from this contract shall be in Fort Worth,Tarrant County,Texas. This contract shall be governed,
construed and enforced under the laws of the State of Texas.
28.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(s) and riot 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 terminated on the last day of the fiscal period for which funds have been appropriated
without penalty or expense to Buyer of any kind whatsoever,except to the portions of annual payments
herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise
available.
32.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof 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 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 terms 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(I-1)),maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-9 forms and supporting eligibillity documentation for each employee
who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so
that no services will be performed 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 ENVIRONMEN IL AL REQUIREMENTS
Services,products, materials, and supplies provided by the Seller must meet or exceed all applicable
health,safety,and the environmental laws,requirements,and standards. In addition, Seller agrees to
obtain and pay,at its own expense,for all licenses,permits,certificates, and inspections necessary to
provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any
penalties or liabilities due to violations of this provision.Buyer shall have the right to immediately
terminate this Agreement for violations of this provision by Seller.
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 ads ance 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 Disabi ities 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,the parties shall first attempt to
resolve the matter through this dispute resolution process.The disputing party shall notify the other
party in writing as soon as practicable after discovering the claim,dispute,or breach.The notice shall
state the nature of the dispute and list the party's specific reasons for such dispute.Within ten(10)
business days of receipt of the notice,both parties shall make a good faith effort,either through email,
mail,phone conference, in person meetings, or other reasonable means to resolve any claim, dispute,
breach or other matter in question that may arise out of,or in connection with this Agreement. If the
parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute,
then the parties may submit the matter to non-binding mediation upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot
resolve the dispute through mediation,then either party shall have the right to exercise any and all
remedies available under law regarding the dispute.
39.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
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 the contract
40.0 INSURANCE REQUIREMENTS
40.1 Seller shall assume all risk and liability for accidents and damages that may occur 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 eW&pRg'act 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 li nits for Employers' Liability of
$100,000 each accidentloccurrence,
$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 fol lowing: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(A':,1MA).
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 supplied
to:
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(l 0)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.
EXHIBIT B
VENDOR'S QUOTE
,,r� Flashpoint Fire Equipment Inc.
I '� FLASHPOINT 68 2nd Street,Suite one
FIRE EQUIPMENT Troy,NY 12180 j
C' USA
QUOTE
Billing Information Shipping Address
Lance Schoeppey Fort Worth Fire Department
Fort Worth Fire Department Attn:Lance Schoeppey
509 W. Felix St 509 W. Felix St
Fort Worth Texas 76115 Fort Worth Texas 76115
United States United States
+1(817)392-6954
lance.schoeppey@fortworthtexas.gov
Quotation Date Valid Until
04/24/2019 07/31/2019
Quote Number Payment Terms
287 Net 30
Qty Part No. Product Description Price Total
1 FDPO02V Fire Dynamics All metal prop with three compartments,
Training Prop windows,doors and roof vents for
hands-on fire dynamics training. 5,995.00 5,995.00
Pyroceramic glass front enables
students to observe interior conditions.
1 TMS-006V Temperature Temperature Monitoring System
Monitoring Package Including: Rugged waterproof
System resin case(I1167 Spec.), Built-in
electronics and wireless broadcast 4,495.18 4,495.18
system, Roll-out storage system,Ten
probe style inconel thermocouples with
10 ft.long PFA coated leads, 16 GB USB
Storage Drive.
1 TMS006WER Wifi Extended Extend signal range with a removable 179.00 179.00
Range Upgrade antenna and high-powered Wil'i module.
Page 1
Tax ID No: 82-2489357 Prepared By:Todd Nixon
1 TC-FDP-02A Transport Case Transport case for Fire Dynamics
for FDTP Training Prop. Includes built-in handles,
wheels and industrial grade hardware. 799.00 799.00
Store, ship or freight the prop safely and
securely in this custom-built case.
Subtotal 11,468.18
Shipping 540.00
Tax 0.00
Total 12,008.18
Currency USD
EXHIBIT C
VENDOR'S SOLE SOURCE JUSTMCA]UON LETTER
2 FLASHPQINT
A FIRE EQUIPMENT
July 1,2019
To Whom it May Concern,
Flashpoint Fire Equipment,Inc.is the manufacturer and sole source provider of the Fire
Dynamics Training Prop,which is an alcohol-based scale-model training apparatus for
demonstrating fire dynamics phenomena with live-fire. The Fine Dynamics Training Prop
cannot be purchased through any other vendor and there are no other items or
products available for purchase that would serve the some purpose or function.
The Flashpoint Fire Dynamics Training Prop is the only fire behavior simulator which
utilizes floating panel construction to eliminate warping due to extreme temperatures.
It is also the only prop to utilize clean-buming alcohol-based fuel for training in
appropriate Indoor locations.
The technology that enables the Flashpoint Fire Dynamics Training Prop to withstand
high temperatures without deforming is covered by copyrights,trademarks,and service
marks.
Sincerely,
Ryan O'Donnell
Chief Executive Officer
EXHIBIT D
SOLE SOURCE PROCUEMENT JUSTIFICATION
FORT WORTK
CITY OF FORT WORTH
CHAPTER 252 EXE)IPTION FORM
This form must be pi-midgd when renuestine to make a purchase of over S3,000 iiithout
following public bidding requirements. For purchases over S50,000, the form must be
completed and emailed to the Purchasing attoimevs.For purchases under S50,000,the form
must be emailed to Purchasing at F1fSPurchasingResponses(a'�fortnorthtexas.gov.
Instructions:Fill out the entire form with detailed information.Once you have completed this form,
provide it to the Purchasing staff or the Purchasing attorneys for rmiew.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 Purchasing or
Legal,please do not provide the Primer page. Failure to provide sufficient information may result
in follow-up questions and could cause a delay in the attomeys' determination.
Section 1: General Information
Requesting Department:Fire
Name of Contract Manager:Jason Cearley.Battalion Chief
Department's Attorney:Leann Guzmaa/Trey Qualls
Item or Service sought:Flashpoint Fire Dynamics Training Prop and Flashpoint Temperature
Monitoring System
If Purchase of an Item or Equipment, are any Services included?Yes_No
Vendor:Flashpoint Fire Equipment
Ciurent Agreement for item/service:Yes No X
CSC#:
Ho,.,.,will this item or service be used:The Fire Dept.ESS Training Division would use the
reusable metal"doll house"to instruct new firefighter recruits and teach continuing education
classes on the dynamics of fire. The"doll house"can be used indoors or outdoors and uses
inexpensive alcohol based&el.The Temperature Monitoring System can be used on the"doll
house"Prop or a U1 scale building and works with most smart devices(tablet,smart phone,or
laptops 1Q teach efion s how to temperatures play a part in fires.
Section 2:Exemption Justification
Please indicate which exemvtion you believe applies to the purchhase and movide 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 municipality's residents or to preserve the property of the
municipality;
a procurement necessary to preserve or protect the public lie alth or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery,equipment,or
other property,
a procurement for personal,professional,or planning services;
a procurement for work that is performed and paid for by the day as the work progresses;
a purchase of land or a right-of-way,
X 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 library,
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
municipality,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:
(A)at an auction by a state licensed auctioneer;
(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 state,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;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity,or
advertisuug,other than legal notices.
Please provide details and facts to explain why you believe the exeWtion applies to the
purchase.You may also attach documentation to this form.
The metal tramiig prop has three compartments with doors,windows and roof cents, and with a
glass front for viewing. The prop can be reused for repeated tracing because it bums alcohol
based fuel rather than wood. In researching on the Internet. the only other"doll house"props
I've been able to fmd are plans for making the prop from wood and once burned. has to be
completely rebuilt with new wood t,�Iuch is time and cost prolubitice.
Section 3:Attornev Determiiation
With the facts provided by the depar 4ment.is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? x Yes or No
Was there anything not included on this form or attached hereto that was relied on in making this
determination? x Yes or 1`o
If yes,please explain: Letter provided by manufacturer_
By: 0& AkwOk&
AI
Name: Jo Aim Pate
Title: Assistant City Attorney
EXHIBIT E
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, o 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 CIO is enclosed with the subm ittal documents.The form is also
available at httn:HNN-NN-ii.ethics.state.tx.us/forms/CIQ.I)df.
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.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176,Local Govemment Code, oaw Received
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense 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.
? Flashpoffint Fire Equipment, Inc
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.)
31 Name of local government officer about whom the Information In this section Is being disclosed.
NA-no known individuals
Name of Officer
This section (item 3 including subparts A, B. C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a),Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income,from the vendor?
F] Yes � 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 named in this section AND the taxable income is not received from the local governmental entity?
D Yes ® No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director,or holds an ownership interest of one percent or more?
D Yes [;Z]No
D. Describe each employment or business and family relationship with the local government officer named in this section.
Flashpoint Fire Equipment,Inc does not have an employment,business nor family relationship with the local govemment officer.
4
. .
August 20,2019
Signature of vendor doing business with the governmental entity Date
Adopted 8/7/2015
EXHIBIT F
VENDOR CONTACT INFORMATION
Vendor's Name: Flashpoint Fire Equipment, Inc
Vendor's Local Address: 68 Second Street, Suite One, Troy NY 12180
Phone: 1 800 385-7615 ext 6 Fax:
Email: todd@flashpointequipment.com
Name of persons to contact when placing an order or invoice questions:
Name/TitleArlene Guenette, CFO
Phone: 1 800 385-7615 ext 4 Fax:
Email:ariene@flashpointequipment.com
Name/Title Michael Todd Nixon, COO
Phone: 1 800 385-7615 ext 6 Fax:
Email:todd@flashpointequipment.com
Name/Title Ryan O'Donnell, CEO
Phone: 1 800 385-7615 ext 5 Fax:
Email:ryan@flashpointequipment.com
Arlene Guenette August 20, 2019
Signature Printed Name Date
EXHIBIT G
VERIFICATION OF SIGNATURE AUTHORITY
FLASHPOINT FIRE EQUIPMENT,INC.
68 2ND STREET,SUITE ONE
TROY,NY 12180
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.
1. Name.Arlene Guenette
Position:CFO
,AsA
Signature
2. Name:Michael Todd Nixon
Position:
COO
�
Signature