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HomeMy WebLinkAboutContract 54662 City Secretary Contract No. 54662 FOR"TWORTH. SOLE SOURCE VENDOR SERVICES AGREEMENT Texas Commission on Fire Protection This SOLE SOURCE VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and Texas Commission on Fire Protection,("Vendor"), a Texas Local Government Entity, 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 Sole Source Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Sole Source Procurement Justification; 4. Exhibit C—Vendor Contact Information; and 5. Exhibit D—Verification of Signature Authority Form. Exhibits A, B, C, and D 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. or D 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 is a state governmental agency in Texas that is tasked with overseeing and regulating all paid fire departments and firefighting standards within Texas. Vendor will certify and renew certificates for firefighters who have completed the minimum standards for basic and higher levels of fire suppression as well as firefighters who have received advanced training in specialized areas which require additional exams and certifications. Vendor will also provide a variety of other services including the writing and publications of curriculum manuals, standard manuals, and injury reports. Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall automatically renew each year, unless terminated earlier in accordance with this Agreement. 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. Total payment made under this Agreement for the each year by City shall be in an amount up not to exceed Ninety Thousand Dollars and No Cents ($90,000.00). 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 Texas Commission on Fire Protection Agreement CITY SECRETARY Page 1 of 13 FT. WORTH, TX City Secretary Contract No. 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 Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. 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 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 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 Texas Commission on Fire Protection Agreement Page 2 of 13 City Secretary Contract No. 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. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor 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,Vendors 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. 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. 9. 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. 10. 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 Texas Commission on Fire Protection Attn: Assistant City Manager for Fire Servando Sanchez,Financial Manager 200 Texas Street 1701 N. Congress#1-105 Fort Worth,TX 76102-6314 Austin,TX 78701 Facsimile: (817)392-8654 Facsimile: Texas Commission on Fire Protection Agreement Page 3 of 13 City Secretary Contract No. With copy to Fort Worth City Attorney's Office at same address 11. 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. 12. 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. 13. 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. 14. SeverabiH . 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. 15. Force Maieure. 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. 16. 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. 17. 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. 18. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 19. Entirety of Agreement. This Agreement,including all the attached Exhibits,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. Texas Commission on Fire Protection Agreement Page 4 of 13 City Secretary Contract No. 20. 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. 21. 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(I-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. 22. Signature Authority. 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. 23. 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. 24. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. 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 WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) Texas Commission on Fire Protection Agreement Page 5 of 13 City Secretary Contract No. 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 this contract,including ensuring all performance and By: Valerie Washington(Oct 32,202008:25 CDT) Name: Valerie Washington reporting requirements. Title: Assistant City Manager Date: Oct 12) 20290 By: Mark Rauscher(Oct T,202009:35 CDT) Name: Mark Rauscher APPROVAL RECOMMENDED: Title: Assistant Director for Fire APPROVED AS TO FORM AND LEGALITY: By: J s Davis(Oct 7,202010:00 CDT) Name: James Davis 4d4UURn�� o FORaa ChrisfanherAusfria Title: Fire Chief o f T o0, By: Christopher stria(Oct7,2020 13:14 CDT) 8 oid Name: Christopher Austria ATTEST: °o� o� Title: Assistant City Attorney Qa000000 da tEX A`�o4p �bbnaaa� CONTRACT AUTHORIZATION: AVD`I94Y M&C: N/A By: 'for RonaldP.Gonzales(Oct12,202008:54CDT) 1295:N/A Name: Mary Kayser Title: City Secretary VENDOR: Texas Commission on Fire Protection D191U11ys1g,e6 by Semr,do Sa,d e Servando Sanchez ema11_,ar6oa m@td tF,g p CFP,30V,-US By. Dab::2020.1006103837-05W Name: Servando Sanchez Title: Financial Manager Date: 10/06 ,2020 OFFICIAL RECORD Texas Commission on Fire Protection Agreement CITY SECRETARY Page 6 of 13 FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES The Texas Commission on Fire Protection is the state governing agency that certifies firefighters who have completed the minimum standards for basic and higher levels of fire suppression as well as firefighters who have received advanced training in specialized areas such as Hazardous Materials, Inspections, etc..TCFP administers exams,provides training material and maintains the FIDO database with firefighter certifications. Firefighter certifications,instructor certification and the Fort Worth Fire Department license are renewed annually through TCFP. Texas Commission on Fire Protection Agreement— Exhibit A Page 7 of 13 EXHIBIT B SOLE SOURCE JUSTIFICATION FORT WORTH CITY OF FOIST WORTH CHAPTER 252 EXEMPTION FOR-11 Instructiom:Fill ont the entire form with detailed information- Once you ha-T completed this form, provide it to the Purchasing attorney for re-�7ew.The attorney will review the information you have provided to determine whether an exemption to Chapter 35`''s biding requirements is 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 questioms and cause a delay in the atromey's detenEination. Section 1: General Infoi-ma(ion Regpesting Department: Fire Department Name of Contract NLumger: Marie R auscher Department's Attorney. Christopher Austria Item or Sern7ce sougJlt- Goods: S en7ce: State of Teas Fire Fighter Certifications&Exams Anticipated.mount: M.000.00 Vendor: Qurent Prior Agreemient for item-sen-ice: Yes X No— CSC SC or Purchase Order#: 52987 Amount: $90.000.00 Projected M&C Date: How will this item or sen�ce be used? The Fort Forth Fire Departmemt is required to par anmual fees for the administration of exams and professicmal certifications for FWFD firefightefs_ TCFP_the o�g agrency_ certifies and renews certificates for firefigbters who have completed the m;nimim standards for basic and higher levels of are 5 g*ntssion as well as fifefi 6tefs who have recei�Td ady.arced training im specialized areas which require additional exams and certifications_ Texas Commission on Fire Protection Agreement— Exhibit B Page 8 of 13 City Secretary Contract No. Sectiou 2: Claimed Exemption and Justifica do n (Other than sole source) NOTE-For a clai_uxed sole source exemption,cmplete Section 3. Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability_ Please refer to the Exemption Primer for detailed information about conuu m exemptions: A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; A procurement neces.�ary- because of uuiforeseen damage to public machiuery_ equipment.or other proper, A procuuement 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; 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 mumicipahty, for which there is a deficiency of fund_ for completing the project in accordance with the platys and purposes authorized bythe voters; A payment umder a contract by which a developer participates in the comtruuction of a public improvement as prop ided by Subchapter C,Chapter 212.; Personal property sold: • at an auction by a state licensed auctioneer; • at a going curt of business sale held in compliance with Subchapter F, Chapter 17. Business&Connnerce Code; • by a political subdivision -of this state, a state agency of this state_ or an entity of the federal government;or • umder an interlocal contract for cooperative purchasing administered by a regional p1.an_ning commission established uulder Chapter 391; Services performed by blind or severely disabled persons; Goods purchased by a mumicipality for subsequent retail sale by the mmicipality; Electricity, or Texas Commission on Fire Protection Agreement— Exhibit B Page 9 of 13 City Secretary Contract No. Advertisinz. other than legal notices_ Please proMe details and facts to explain why you believe the exemption applies to the purchase_You may also attach documentation to this form Section 3: Claimed Sole-Source Esemptiou and Justificadou NOTE-For my non-sole-source exemption. complete Section 2. Please indicate the sole-source exenTtiou you belimT applies to the pruclzase and provide iufbrmation to rapport its applicability_ Please refer to the Exemption Pruner for detailed information about oxen t exemptions "A procuremew of items that are available from only one source; inchidiug: 40 items that are available from only one source because of patents,-cop)rights, secret Processes,or natural monopolies; • filius_manascsipts,or books; • gas, water_ and othef utility seiviees; • captive replacement parts or cmuponents for equipment; • books_ papers,_ and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the matenats: and • management services prop ided by a nonprofit organization to a municipal mime=park zoo. or other facility to whicb the oreanizatiam Im pimided significant financial or other benefits; How did you determine that the item or sen�ice is only available from one source? The Texas C'onmaission on Fire Protection is a Texas state governmiental a Mgy tasked i�jth overseeing and re g_ulafiing all paid fire departmmnts. and firefigl=iti_ng standards Texas. The aerrcy provides a variety of services including theritimg and publications of crTrriculum manuals_ standard manuals and injury repc+rts_ This is the only a eg_nrw that pravides State license for fimfifhters and instnictots for fire training_,arithrout State license a fire department cannot leg,-My operate. PO should be renewed every rear due to Texas Govmer=eut Code Chapter 419 Texas Commission on Fire Protection Agreement— Exhibit B Page 10 of 13 City Secretary Contract No. Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source- rA- Did you attach a sole source justification letteO yes X no Describe the uniqueness of the item or service(e-g-compatibility or patent issues, etc-)- TCFP is the state of Texas a eg_ncy that licenses firefighters- Section d: Attcrmev-Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be cballeaged on this ptuchase? V Yes No- Was there anything attached to this form that was relied on in making this determination? Yes No- If yes,please explain: Was there anything not included on this foam or attached hereto that wu relied on in maw this deterrstiirration? Yes + No- If yes-please explain: Will the standard terms and conditions apply? V Yes No- Will the contract require special term? yes No- Will the contract require rmieuw by the department attorney" Yes No- Approved By: Date: 9-23.2020 T ylor Paris 1 Jessilra Williams Assistant City Attorney Texas Commission on Fire Protection Agreement— Exhibit B Page 11 of 13 EXHIBIT C VENDOR CONTACT INFORMATION Vendor's Name: Ttxas Commission on Fire Pi-otectian Vendor's Local Address: 1701 N. CoV opm #t1-105 Austin TX 78701 Phone: 5 17-936-382 Fax: Bmai I: Namu ofperstans to contact when placing an orderoa-invoicc qucstians: Narn--/Title Cliff Grant Certifications Manager Phone: 512-9S6-3825 Fax: Email; Cliif.C3r.ant@TCFP.Texas.gov TCFP,Texas.gov lamfiJ'I'itl Denise Alvarez- Senior Accountant Phan.c: 512,936-3844 Fax: Email; Den!se_Alvarez TG FP.Texi s.goy itianiefTitic Phone- Fax; Email: Signature Printed Name Da(L Texas Commission on Fire Protection Agreement Exhibit C Page 12 of 13 City Secretary Contract No. EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY TEXAS COMMISSION ON FIRE PROTECTION 1701 N. CONGRESS#1-105 AUSTIN,TX 78701 Execution of this Sigru to re Ve rification Farm ("Form"l hcrcby cc:rti fi cS thaL the followM& irndividuals and/or positions have the authority to legally bind Vendor and to cxcc ute any a rrlenl, almendinent or change oa+der on behalf of Vendor. Such binding authority has bccn glantud by proper carder, res010-10n, ordinance-or other audiorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in enteel ng into any agreement or amendment with Vendor. Vendor wi11 submit an updatcd Form within Ltn (10) business drys if there are any -ChanggEs t0 [lit siffatDry authority. City is entitled to rely un any eumni executed form until it receives a revised Form that has been properly executed by Vendor. 1, Namc; ervandQ Sanc4ez Position; Flnancial Manager itry��rtir�rt L"WFd!3milEySw� du&im-- h00 S"hV-0=I U P.M signattim !mararynndmsanche2Ptlp4rmnucy. Sanchez {-us o,ave:au�o-ns�m i rx�n�sw 2. Name-.- Position; Sig=ure 1019"okp"by&ha&MS3hMQ 5ervand0 ON:urSamndaSmWa-TM.+u. ■Raw -W�+m[r krP Ie+aeS?W Sanchez 414m av�v�,ia ir���➢v S igrrature of Pres id-entfCE.0 Man*rZ Panner Title. Financial Manager ]date 09 020 Texas Commission on Fire Protection Agreement Exhibit D Page 13 of 13