HomeMy WebLinkAboutContract 54844 CSC No.54844
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT HGAC#-FS12-19
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Siddons
Martin Emergency Group, LLC ("Vendor" or"Seller") and the City of Fort Worth, ("City" or
"Buyer"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in
the order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A—City's Terms and Conditions
3. Exhibit B—Seller's Quote, Scope of Services or Purchase Order;
4. Exhibit C—Cooperative Agency Contract(e.g.,NJPA, DIR, Buy Board);and
5. Exhibit D—Conflict of Interest Questionnaire.
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A, Exhibit B and Exhibit C, then Exhibit A-
City's Terms and Conditions shall control, but only to the extent allowable under the (Cooperative
Agency Contract).
1. Term: The term of this Agreement shall begin on the date signed by the Assistant
City Manager below ("Effective Date") and shall expire for one year after.
2. Compensation: City shall pay Vendor in accordance with the fee schedule in Exhibit
B and in accordance with the provisions of this Agreement. Total payment made under this Agreement
for the first year by City shall be in the amount of Ten Million Five Hundred Eighty-Eight Thousand
Six Hundred Fifty-Nine Dollars and Sixteen Cents ($10,588,659.16). Vendor shall not provide any
additional items or services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be liable for
any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
3. Notice: Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY: To VENDOR:
City of Fort Worth SIDDONS MARTIN ER
Attn: Valerie Washington, Assistant City GROUP, LLC
Manager 3500 SHELBY LANE
200 Texas Street DENTON,TX 76207
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654 Facsimile:
With copy to Fort Worth City Attorney's
Office at same address
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing 1 acknowledge that 1 am the person
By: -rie Washington(Nov 13,202016:08CST) responsible for the monitoring and administration
Name: Valerie Washington of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Nov 13,2020
APPROVAL RECOMMENDED: By:G6 es Barton(Oct 1,202007:07CDT)
Name.James Barton
Title: Fire Deputy Chief
By: s Davis(Oct 1.2020 09:44 CDT) APPROVED AS TO FORM AND LEGALITY:
Name: James Davis
Title: Fire ChiefAy ga4gaauIl /�
ATTEST: p��►a° opd0' By:Christopher Austrj (Oct 1,202014:22 CDT)
ono osd Name: Christopher Austria
C� o o°*A Title: Assistant City Attorney
By: akl � as °°° °°°°° p�
Q4'nEXA5o 1
CONTRACT AUTHORIZATION:
Name: Mary Kayser M&C: 20-0613 09/01/2020
Title: City Secretary 1295: 2020-656066
VENDOR:-
Siddons Martin Emergency Group,LLC ATTEST:
By:
Ram ._Title:Director-Order Management By:
Name: ryn ams
Date: 09-30-2020 Title: Legal Compliance OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
CITY OF FORT WORTH
STANDARD PURCHASIN y TERMS AND CQNDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees,
vendors and subvendors who act on behalf of various City departments, bodies
or agencies.
2.0 DEFINITION OF SELLER
The consultant, Vendor(s), supplier, Vendor(s)or other provider of goods and/or
services, its officers, agents, servants, employees, vendors and subvendors who
act on behalf of the entity under a contract with the City of Fort Worth.
3.0 TERM
3.1 The term of this Agreement shall begin on the date signed by the Assistant
City Manager below (the "Effective Date") and shall expire for one year
after.
4.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be
requested by a member of the public under the Texas Public Information Act.
See TEX. GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If
the City receives a request for a Seller's proprietary information,the Seller listed
in the request will be notified and given an opportunity to make arguments to the
Texas Attorney General's Office (the "AG") regarding reasons the Seller
believes that its infonnation may not lawfully be released. If Seller does not
make arguments or the AG rejects the arguments Seller makes, Seller's
information will be released without penalty to the City.
5.0 PROHIBITION AGAINST PERSUNAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect,
in any contract with Buyer or be financially interested, directly or indirectly, in
the sale to Buyer of any land, materials, supplies or services, except on behalf of
Buyer as an officer or employee. Any willful violation of this section shall
constitute malfeasance in office,and any officer or employee found guilty thereof
shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the
person or corporation contracting with the City Council shall render the contract
invalid by the City Manager or the City Council. (Chapter XXVII, Section 16,
City of Fort Worth Charter)
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or
subvendors who act on behalf of various City departments, bodies or
agencies are authorized to place orders for goods and/or services without
providing approved contract numbers,purchase order numbers,or release
numbers issued by the Buyer. The only exceptions are Purchasing Card
orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2),or(3). In the case of emergencies,the Buyer's
Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an
approved contract number, purchase order number, or release number
issued by the Buyer may result in rejection of delivery, return of goods
at the Seller's cost and/or non-payment.
7.0 SELLER TO PACKAGE GOOD
Seller will package goods in accordance with good commercial practice. Each
shipping container, shall be clearly and permanently marked as follows: (a)
Seller's name and address: (b) Consignee's name, address and purchase order or
purchase change order number; (c) Container number and total number of
containers, e.g., box 1 of 4 boxes; and
(d)Number of the container bearing the packing slip. Seller shall bear the cost
of packaging unless otherwise provided. Goods shall be suitably packed to
secure lowest transportation costs and to confonn to requirements of common
carriers and any applicable specifications. Buyer's count or weight shall be
final and conclusive on shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of
a bill of lading will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually
receives and takes possession of the goods at the point or points of delivery after
inspection and acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terns shall be F.O.B.Destination,Freight Prepaid and Allowed, unless
delivery terns are specified otherwise in Seller's proposals. Buyer agrees to
reimburse Seller for transportation costs in the amount specified in Seller's
proposals or actual costs,
whichever is lower, if the quoted delivery terms do not include transportation
costs; provided, Buyer shall have the right to designate what method of
transportation shall be used to ship the goods.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the
purchase order, purchase change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting
them. Seller shall be responsible for all charges for the return to Seller of any
goods rejected as being nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate,on each purchase order
or purchase change order after each delivery. Invoices shall indicate the
purchase order or purchase change order number. Invoices shall be
itemized and transportation charges, if any, shall be listed separately. A
copy of the bill of lading and the freight waybill,when applicable, should
be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled "Ship to." Payment shall
not be made until the above instruments have been submitted after
delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its
invoices. The Buyer shall furnish a tax exemption certificate upon
Seller's request.
13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise
agreed to in writing. Before the 1 st payment is due to Seller, Seller shall
register for direct deposit payments prior to providing goods and/or
services using the forms posted on the City's website".
14.0 PRICE WARRANT'
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals
which Seller warrants to be no higher than Seller's current prices on orders
by others for products and services of the kind and specification covered
by this agreement for similar quantities under like conditions and
methods of purchase.In the event Seller breaches this warranty,the prices
of the items shall be reduced to the prices contained in Seller's proposals,
or in the alternative upon Buyer's option, Buyer shall have the right to
cancel this contract without any liability to Seller forbreach or for Seller's
actual expense. Such remedies are in addition to and not in lieu of any
other remedies which Buyer may have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or
retained to solicit or secure this contract upon an agreement or
understanding for commission, percentage, brokerage or contingent fee,
excepting employees of an established commercial or selling agency that
is maintained by Seller for the purpose of securing business. For breach
or violation of this warranty, Buyer shall have the right,in addition to any
other right or rights arising pursuant to said
purchase(s), to cancel this contract without liability and to deduct
from the contract price such commission percentage,brokerage or
contingent fee, or otherwise to recover the full amount thereof.
15.0 PRODUCT WARRANT`'
Seller shall not limit or exclude any express or implied warranties and any
attempt to do so shall render this contract voidable at the option of Buyer. Seller
warrants that the goods furnished will conform to Buyer's specifications,
drawings and descriptions listed in the proposal invitation, and the sample(s)
furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards
promulgated by the U.S.Department of Labor under the Occupational Safety and
Health Act (OSHA) of 1970, as amended. In the event the product does not
conform to OSHA standards, Buyer may return the product for correction or
replacement at Seller's expense. In the event Seller fails to make appropriate
correction within a reasonable time, any correction made by Buyer will be at
Seller's expense. Where no correction is or can be made, Seller shall refund all
monies received for such goods within thirty (30) days after request is made by
Buyer in writing and received by Seller. Notice is considered to have been
received upon hand delivery, or otherwise in accordance with Section 29.0 of
these terms and conditions. Failure to make such refund shall constitute breach
and cause this contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-
exclusive,nontransferable,royalty free license to use the software.This software
is "proprietary" to Seller, and is licensed and provided to the Buyer for its sole
use for purposes under this Agreement and any attached work orders or invoices.
The City may not use or share this software without permission of the Seller;
however Buyer may make copies of the software expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs,
documentation,software,analyses,applications,methods,ways,and
processes (in this Section each individually referred to as a
"Deliverable" and collectively as the"Deliverables,")do not infringe
upon or violate any patent, copyrights, trademarks, service marks,
trade secrets,or any intellectual property rights or other third party
proprietary rights, in the performance of services under this
Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright,
trademark, service mark, trade secret, or other intellectual property
rights by the use of or supplying of any Deliverable(s)in the course of
performance or completion of, or in any way connected with
providing the services, or the City's continued use of the
Deliverable(s)hereunder.
18.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost
and expense, including the payment of attorney's fees, any claim or
action against the City for infringement of any patent, copyright,
trade mark,service mark,trade secret,or other intellectual property
right arising from City's use of the Deliverable(s),or any part thereof,
in accordance with this Agreement, it being understood that this
agreement to indemnify, defend, settle or pay shall not apply if the
City modifies or misuses the Deliverable(s).So long as SELLER bears
the cost and expense of payment for claims or actions against the City
pursuant to this section 8, SELLER shall have the right to conduct
the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to
protect the City's interest, and City agrees to cooperate with
SELLER in doing so. In the event City,for whatever reason,assumes
the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this
Agreement, the City shall have the sole right to conduct the defense
of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however,
SELLER shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give SELLER timely
written notice of any such claim or action, with copies of all papers
City may receive relating thereto.Notwithstanding the foregoing,the
City's assumption of payment of costs or expenses shall not eliminate
SELLER's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, SELLER
shall, at its own expense and as City's sole remedy, either:(a)
procure for City the right to continue to use the Deliverable(s); or(b)
modify the Deliverable(s) to make them/it non-infringing, provided
that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally
equivalent non-infringing Deliverable(s) at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably
available to SELLER,terminate this Agreement,
and refund all amounts paid to SELLER by the City, subsequent to
which termination City may seek any and all remedies available to
City under law.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters,
ideas, processes, methods, programs, and manuals that were developed,
prepared, conceived, made or suggested by the Seller for the City pursuant to a
Work Order, including all such developments as are originated or conceived
during the term of the Contract and that are completed or reduced to writing
thereafter (the "Work Product") and Seller acknowledges that such Work
Product may be considered "work(s) made for hire" and will be and remain the
exclusive property of the City. To the extent that the Work Product, under
applicable law, may not be considered work(s) made for hire, Seller hereby
agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including
copyright, which Seller may have in any Work Product or any tangible media
embodying such Work Product, without the necessity of any further
consideration, and Buyer shall be entitled to obtain and hold in its own name, all
Intellectual Property rights in and to the Work Product. Seller for itself and on
behalf of its vendors hereby waives any property interest in such Work Product.
20.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively
the "Network"). If Seller requires access,whether onsite or remote,to the City's
network to provide services hereunder, and the Seller is required to utilize the
Internet,Intranet,email, City database,or other network application, Seller shall
separately execute the City's Network Access Agreement prior to providing such
services. A copy of the City's standard Network Access Agreement can be
provided upon request.
21.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all
or any part of the undelivered portion of this order if Seller breaches any of the
terms hereof, including warranties of Seller. Such right of cancellation is in
addition to and not in lieu of any other remedies,which Buyer may have in law
or equity.
22.0 TERMINATION
The performance of work or purchase of goods under this order may be
terminated in whole or in part by Buyer, with or without cause, at any time upon
the delivery to Seller of a written "Notice of Termination" specifying the extent
to which performance of work or the goods to be purchased under the order is
terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights
of Buyer as set forth herein.
23.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment,
under
this contract shall be assigned or delegated to another entity without the express
written consent of Buyer..Any attempted assignment or delegation of Seller shall
be wholly void and totally ineffective for all purposes unless made in conformity
with this paragraph.
Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no
additional cost to Buyer, all documents, as detennined by Buyer, that are
reasonable and necessary to verify Seller's legal status and transfer of rights,
interests, or obligations to another entity. The documents that may be requested
include,but are not limited to,Articles of Incorporation and related amendments,
Certificate of Merger, IRS Form W-9 to verify tax identification number, etc.
Buyer reserves the right to withhold all payments to any entity other than Seller,
if Seller is not in compliance with this provision. If Seller fails to provide
necessary information in accordance with this section, Buyer shall not be liable
for any penalties, fees or interest resulting therefrom.
24.0 WAIVER
R
No claim or right arising out of a breach of this contract can be discharged in
whole or in part by a waiver or renunciation of the claim or right unless the
waiver or renunciation is supported by consideration in writing and is signed by
the aggrieved party.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed
by both parties.
26.0 THE AGREEMENT
In the absence of an otherwise negotiated contract,or unless stated otherwise,the
Agreement between Buyer and Seller shall consist of these Standard Terms and
Conditions together with any attachments and exhibits. This Agreement is
intended by the parties as a final expression of their agreement and is intended
also as a complete and exclusive statement of the terms of their agreement. No
course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or
acquiescence in a course of perfornance under this Agreement shall not be
relevant to detennine the meaning of this Agreement even though the accepting
or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is
used in
this Agreement, the definition contained in the UCC shall control. In the event
of a conflict between the contract documents, the order of precedence shall be
these Standard Terms and Conditions, and the Seller's Quote.
27.0 APPLICABLE LAW/VENIE
This agreement shall be governed by the Uniform Commercial Code wherever
the term "Uniform Commercial Code" or"UCC" is used. It shall be construed as
meaning the Uniform Commercial Code as adopted and amended in the State of
Texas. Both parties agree that venue for any litigation arising from this contract
shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed,
construed and enforced under the laws of the State of Texas.
28.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(s) and not as an officer,
agent, servant or employee of Buyer. Seller shall have exclusive control of, and
the exclusive right to control, the details of its operations hereunder, and all
persons performing same, and shall be solely responsible for the acts and
omissions of its officers, agents, employees, vendors and sub- vendors. The
doctrine of respondent superior shall not apply as between Buyer and Seller, its
officers, agents, employees, vendors and subvendors.
Nothing herein shall be construed as creating a partnership or joint enterprise
between Buyer and Seller, its officers, agents, employees, vendors and
subvendors.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 LIABILITY.-SELLER SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF ANY HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF
SELLER, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
29.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY (ALSO REFERRED TO AS BUYER),ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
HIND OR CHARACTER, WHETHER REAL OR ASSERTED,
FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND
ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND
DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE
ACTS OR OMISSIONS OF SELLER, ITS OFFICERS, AGENTS,
SUBVENDOR(S)S, SERVANTS OR EMPLOYEES
30.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of
this agreement, which agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
31.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any
fiscal period for payments due under this contract, then Buyer will immediately
notify Seller of
such occurrence and this contract shall be tenninated on the last day of the fiscal
period for which funds have been appropriated without penalty or expense to
Buyer of any kind whatsoever, except to the portions of annual payments herein
agreed upon for which funds shall have been appropriated and budgeted or are
otherwise available.
32.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be
conclusively deterimined to have been delivered three(3)business days following
the day such notice is deposited in the United States mail, in a sealed envelope
with sufficient postage attached, addressed to Purchasing Manager, City of Fort
Worth,Purchasing Division,200 Texas Street,Fort Worth,Texas 76102.Notices
to Seller shall be conclusively determined to have been delivered three (3)
business days following the day such notice is deposited in the United States mail,
in a sealed envelope with sufficient postage attached, addressed to the address
given by Seller in its response to Buyer's invitation to proposals. Or if sent via
express courier or hand delivery, notice is considered received upon delivery.
33.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17,
Article III,Division 3 ("Employment Practices"), of the City Code of the City of
Fort Worth (1986), as amended, and Seller hereby covenants and agrees that
Seller, its employees, officers, agents, vendors or subvendors, have fully
complied with all provisions of same and that no employee, participant,
applicant,Vendor(s)or subVendor(s)has been discriminated against according to
the terns of such Ordinance by Seller, its employees, officers, agents,
Vendor(s)or subvendors herein.
34.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration&Nationality Act(INA) which includes
provisions addressing employment eligibility, employment verification, and
nondiscrimination. Vendor shall verify the identity and employment eligibility
of all employees who perform work under this Agreement. Vendor shall
complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation
for all employees, and upon request, provide City with copies of all 1-9 forms
and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall establish appropriate procedures and
controls so that no services will be perfonned by any employee who is not legally
eligible to perform such services. Vendor shall provide City with a certification
letter that it has complied with the verification requirements required by this
Agreement. Vendor shall indemnify City from any penalties or liabilities due to
violations of this provision. City shall have the right to immediately terminate
this Agreement for violations of this provision by Vendor.
35.0 HEALTH SAFETY AND ENVIRONMENTAL RFOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or
exceed all applicable health, safety, and the environmental laws, requirements,
and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses,
permits, certificates, and inspections necessary to provide the products or to
perform the services hereunder. Seller shall indemnify Buyer from any penalties
or liabilities due to violations of this provision. Buyer shall have the right to
immediately terminate this Agreement for violations of this provision by Seller.
36.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the
expiration of three (3) years after final payment under this contract, and at no
additional cost to Buyer, have access to and the right to examine and copy any
directly pertinent books, computer disks, digital files, documents, papers and
records of the Seller involving transactions relating to this contract, including any
and all records maintained pursuant to this Agreement. Seller agrees that the
Buyer shall have access, during normal working hours, to all necessary Seller
facilities, and shall be provided adequate and appropriate workspace, in order to
conduct audits in compliance with the provisions of this section. Buyer shall pay
Seller for reasonable costs of any copying in accordance with the standards set
forth in the Texas Administrative Code. The Buyer shall give Seller reasonable
advance written notice of intended audits,but no less than ten(10)business days.
37.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990
(ADA), Seller warrants that it and any and all of its subvendors will not
unlawfully discriminate on the basis of disability in the provision of services to
general public,nor in the availability,terms and/or conditions of employment for
applicants for employment with, or employees of Seller or any of its subvendors.
Seller warrants it will fully comply with ADA's provisions and any other
applicable federal, state and local laws concerning disability and will defend,
indemnify and hold Buyer harmless against any claims or allegations asserted by
third parties or subvendors against Buyer arising out of Seller's and/or its
subvendor's alleged failure to comply with the above-referenced laws concerning
disability discrimination in the performance of this agreement.
38.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for
breach of duty, obligations, services rendered or any warranty that arises under
this Agreement, either party shall have the right to exercise any and all remedies
available under law regarding the dispute.
39.0 PROHIBITION ON CONIRACTINU WITH COMPANIES THAT BOYCOTT
I SRAEL Seller acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification
from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"
shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code.By signing this contract,Seller certifies that Seller's signature
provides written verification to the City that Seller: (1) does not boycott Israel;
and(2)will not boycott Israel during the term of thecontract
40.0 INSURANCE REQUIREMENTS
40.1 Seller shall assume all risk and liability for accidents and damages that
mayoccur to persons or property during the prosecution of work under
this Agreement. Seller shall file with the City of Fort Worth Purchasing
Division, prior to the commencement of services, a certificate of
insurance documenting the following required insurance within five (5)
calendar days of notification.
40.2 Policies shall have no exclusions by endorsements which nullify the
required lines of coverage, nor decrease the limits of said coverage unless
such endorsements are approved by the City. In the event a contract has
been bid or executed and the exclusions are determined to be unacceptable
or the City desires additional
insurance coverage, and the City desires the Vendor to obtain such
coverage,the contract price shall be adjusted by the cost of the premium
for such additional coverage plus 10%.
40.2.1 Statutory Workers' Compensation Insurance and Employer's
Liability Insurance at the following limits:
$100,000 Each Accident
$500,000 Disease—Policy limit
$100,000 Disease — Each Employee This coverage may be
written as follows:
Workers' Compensation and Employers' Liability coverage
with limits consistent with statutory benefits outlined in the
Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq.
Tex. Rev. Civ. Stat.) and minimum policy limits for
Employers" Liability of
$100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and
$100,000 per disease per employee.
40.2.2 Commercial General Liability Insurance including Explosion,
Collapse, and Underground Coverage shall be provided as
follows:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Coverage shall include but not be limited to the following:
premises/operations, independent vendors, products/completed
operations, personal injury, and contractual liability. Insurance
shall be provided on an occurrence basis,and as comprehensive as
the current Insurance Services Office (ISO)policy.
40.2.3 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on
"Any Auto", defined as autos owned, hired and non-owned.
40.2.4 The Contractor shall furnish the Purchasing Manager, with a
certificate of insurance documenting the required insurance prior
to the commencement of services.
40.2.5 Policies shall be endorsed to provide the City of Fort Worth a
thirty- (30) day notice of cancellation, material change in
coverage, or non-renewal of coverage.
40.2.6 Applicable policies shall also be endorsed to name the City of
Fort Worth as an additional insured, as its interests may appear
(ATIMA).
40.3 ADDITIONAL INSURANCE REQUIREMENTS
40.3.1 The City,its officers,employees and servants shall be endorsed
as an additional insured on Vendor's insurance policies
excepting employer's liability insurance coverage under
Contractor's workers' compensation insurance policy.
40.3.2 Certificates of insurance satisfactory to the City and Worker's
Compensation Affidavit must be received before Vendor can
begin work. Failure to supply and maintain such insurance shall
be a breach of contract. Contractor shall provide complete copies
of all insurance policies required by this Agreement. Certificates
of insurance must be suppliedto:
Financial Management Services
Department Attention: Purchasing
Division SS- 200 Texas Street
(Lower Level)
Fort Worth, Texas 76102
40.3.3 Any failure on part of the City to request required insurance
documentation shall not constitute a waiver of the insurance
requirements specified herein. Each insurance policy shall be
endorsed to provide the City a minimum 30 days' notice of
cancellation,non-renewal, and/or material change in policy terms
or coverage. A ten (10) day notice shall be acceptable in the event
of non-payment of premium.
40.3.4 Insurers must be authorized to do business in the State of Texas
and have a current A.M. Best rating of A: VII or equivalent
measure of financial strength and solvency. Deductible limits, or
self-funded retention limits, on each policy must not exceed
$10,000.00 per occurrence unless otherwise approved by the City.
40.3.5 Other than worker's compensation insurance, in lieu of
traditional insurance, City may consider alternative coverage or
risk treatment measures through insurance pools or risk retention
groups. The City must approve in writing any alternative
coverage.
40.3.6 Workers' compensation insurance policy(s) covering employees
of the Vendor shall be endorsed with a waiver of subrogation
providing rights of recovery in favor of the City.
40.3.7 City shall not be responsible for the direct payment of insurance
premium costs for Vendor's insurance.
40.3.8 Vendor's insurance policies shall each be endorsed to provide
that such insurance is primary protection and any self-funded or
commercial coverage maintained by City shall not be called upon
to contribute to loss recovery.
40.3.9 While this agreement is in effect,Vendor shall report, in a timely
manner, to the Purchasing Department any known loss
occurrence that could give rise to a liability claim or lawsuit or
which could result in a property loss.
40.3.10 Vendor's liability shall not be limited to the specified
amounts of insurance required herein.
EXIIBI'i' B
Seller's Quote
CONTRACT PRICING WORKSHEET Contract €� Date 0
HGACBuy FS12-19 i 07/10/20
For MOTOR VEHICLES Only No.: Prepared:
'Tltrs Y�r�l ks7tee�ts�li;��,taie�'b,�G'ar�t,�a�rYol tt>'rzl,gi<veit�o�'az'r/�Tser,��I•f'a PO rs iss���d,l;•o31i doCllxr�errtS 1]��'
:city orFort North Fire Department conu•actor: siddons-Martin Emergency Group
.rgencp:
contact -Deputy Chief Barton Pr¢arca beff Doran
Person: By:
address 1000 Tbrocknrottot Street Phone: 1800-784-6806
Phone 1-817-392-6805 t••oc ?281-442-0850
E-11: trobert.barton(cDfortworthtexas.dov tjdoranna.siddons-martin.com
Product V-1ptton: i Summary sheet
Code:
A.Product Item Base Unit Price Per Contractor's 11-GAC Contract:
B.Published Options-Itemize below-Attach additional sheet(s)if necessary-Include Option Code in description if applicable.
(Mote:Published Options are options which were submitted and priced in Contractors bid.)
Description : Cost Description Cost
(3)Three Pierce Custom 107 Aerial S3,628,894.56
(8)Pierce Custom Pumpers S6,957,764.60
i
j Subtotal From Additional Shcet(s):: S0.00
i Subtotal B:i S10,586,659.16
C.Unpublished Options-Itemize below/attach additional shect(s)If necessary.
(Note:Unpublished options are items which were not submitted and priced in Con(ractor's bid.)
Description Cost Description Cost
i
Subtotal From Addltlonal Shcet(s):[ S0.00
Subtotal C: 50.00
Check:Total cost of Unpublished Options(C)cannot exceed 25%or the total of tine Base Unit!, For this transaction the percentage is: IL 0.00%
Price plus Published Options(A-t•B).
D.Total Cost Before Any Applicable Trade-In/Other Allowances/Discounts(A+I1+C) i
Quantity Ordered:OI T Subtotal ofA+B+C: 10586659.16 = Subtotal D:'•. $10,586,659.16
E.H-GAC Order Processing Charge(Amount Per Current Policy) Subtotal L:'. 52,000.00
F.Trade-Ins/Other Allowances/Special Discounts/Frelght/Installation
Description Cost Description Cost
sabrotal F:T--�
Delivery Dater G.Total Purchase Price(D+E+F): $10,588,659.1
EXHIBIT C
Cooperative Agency Contract
DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 •3555 Timmons • Houston,Texas 77227-2777
Cooperative Agreement-Siddons Martin Emergency Group,LLC-Public Services--19-01022
GENERAL PROVISIONS
This Agreement is made and entered into,by and between the Houston-Galveston Area Council
hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite
120, Houston, Texas 77027 and Siddons Martin Emergency Group, LLC, hereinafter referred to as the
Contractor, having its principal place of business at 1362 E Richey Road, Houston, TX 77073.
WITNESSETH:
WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the
specifications of the Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of
the Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:
ARTICLE 1:LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into
this Agreement. The Contractor's governing body, where applicable, has authorized the signatory
official(s)to enter into this Agreement and bind the Contractor to the terms of this Agreement and any
subsequent amendments hereto.
ARTICLE 2:APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable
rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term
of this Agreement, including without limitation, workers'compensation laws, minimum and maximum
salary and wage statutes and regulations, and licensing laws and regulations. When required, the
Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.
ARTICLE 3:INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by this Agreement do not
change the independent status of H-GAC or the Contractor.No provision of this Agreement or act of H-
GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant
or employee of H-GAC, the State of Texas or the United States Government. Employees of the
Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is
solely responsible for employee related disputes and discrepancies, including employee payrolls and any
claims arising therefrom.
ARTICLE 4:WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the
complete Agreement ("Agreement")between the parties hereto, and supersede any and all oral and
written agreements between the parties relating to matters herein. Except as otherwise provided
herein, this Agreement cannot be modified without written consent of the parties.
ARTICLE 5: SCOPE OF SERVICES
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The services to be performed by the Contractor are outlined in an Attachment to this Agreement.
ARTICLE 6: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins Dec 012019 and ends Nov 30 2021.
All services under this Agreement must be rendered within this performance period, unless directly
specified under a written change or extension provisioned under Article 14, which shall be fully
executed by both parties to this Agreement.
ARTICLE 7: PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions.
ARTICLE S: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by
this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may
terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC
has final determination of the adequacy of performance and reporting by Contractor. Termination of
this agreement for failure to perform may affect Contractor's ability to participate in future
opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered
cause for termination of this Agreement.
Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.
ARTICLE 9: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this
Agreement as outlined and defined in the attached Special Provisions.
ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign,
transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest
it may have therein to any third party without prior written approval of H-GAC. The Contractor
acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The
Contractor shall ensure that the performance rendered under all subcontracts shall result in
compliance with all the terms and provisions of this Agreement as if the performance rendered was
rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and
regulations applicable to furnishing and performance of the work.Except where otherwise expressly
required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's
compliance, or that of Contractor's subcontractors, with any laws or regulations.
ARTICLE 11:AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be
conducted an independent audit of any transaction under this Agreement, such audit may be performed
by the H-GAC local government audit staff, a certified public accountant firm, or other auditors
designated by H-GAC and will be conducted in accordance with applicable professional standards and
practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for
any findings that result in monetary obligations to H-GAC.
ARTICLE 12: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the
Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement.
H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States
Government, shall have the right at any reasonable time to inspect, copy and audit those records on or
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off the premises by authorized representatives of its own or any public accounting firm selected by H-
GAC. The right of access to records is not limited to the required retention period,but shall last as long
as the records are retained. Failure to provide access to records may be cause for termination of the
Agreement. The records to be thus maintained and retained by the Contractor shall include (without
limitation): (1)personnel and payroll records, including social security numbers and labor
classifications, accounting for total time distribution of the Contractor's employees working full or part
time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or
other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing
documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3)
paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third
parties' charges.
The Contractor further agrees that the examination of records outlined in this article shall be included
in all subcontractor or third-party agreements.
ARTICLE 13: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all
other financial, statistical, property, participant records, and supporting documentation for a period of
no less than seven(7)years from the later of the date of acceptance of the final payment or until all
audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving
the records has been started before the expiration of the retention period, the records shall be retained
until completion of the action and resolution of all issues which anise from it, or until the end of the
seven (7)years, whichever is later, and until any outstanding litigation, audit, or claim has been fully
resolved.
ARTICLE 14: CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by
changes in federal or state law or by regulations, are automatically incorporated without
written amendment hereto, and shall become effective on the date designated by such law or by
regulation.
B. To ensure the legal and effective performance of this Agreement, both parties agree that any
amendment that affects the performance under this Agreement must be mutually agreed upon
and that all such amendments must be in writing. After a period of no less than 30 days
subsequent to written notice, unless sooner implementation is required by law, such
amendments shall have the effect of qualifying the terms of this Agreement and shall be
binding upon the parties as if written herein.
ARTICLE 15: TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.
A. Convenience
H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause,
whenever H-GAC determines that for any reason such termination is in the best interest of H-
GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of
termination, all services hereunder of the Contractor and its employees and subcontractors
shall cease to the extent specified in the notice of termination.
The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days
written notice, presented to H-GAC via certified mail. The Contractor may not give notice of
cancellation after it has received notice of default from H-GAC.
B. Default
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H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of
the Agreement, in any one of the following circumstances:
(1) if the Contractor fails to perform the services herein specified within the time specified
herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any
reason whatsoever, or so fails to make progress or otherwise violates the Agreements that
completion of services herein specified within the Agreement term is significantly
endangered, and in either of these two instances does not cure such failure within a period
often(10) days (or such longer period of time as may be authorized by H-GAC in writing)
after receiving written notice by certified mail of default from H-GAC.
ARTICLE 16:SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
ARTICLE 17: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the
performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of
labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause
reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event,
the time for the performance of such obligation or duty shall be suspended until such disability to
perform is removed. Determination of force majeure shall rest solely with H-GAC.
ARTICLE 18: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractor, no member of the governing body of
the Contractor, and no other public officials of the Contractor who exercise any functions or
responsibilities in the review or Contractor approval of this Agreement, shall participate in any
decision relating to this Agreement which affects his or her personal interest, or shall have any
personal or pecuniary interest, direct or indirect, in this Agreement.
ARTICLE 19:FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards,
and environmental compliance. Additionally, for work to be performed under the Agreement or
subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify
each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may
include, but are not limited to: (a)Title VI of the Civil Rights Act of 1964 (P.L. 88-352)which prohibits
discrimination on the basis of race, color or national origin; (b)Title IX of the Education Amendments
of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the
basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the
Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of
handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment
Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§
6101-6107), which prohibits discrimination on the basis of age; (f)the Drug Abuse Office and
Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug
abuse; (g)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or
alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-
3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i)Title VIII of the
Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 0) any other nondiscrimination provisions in any specific statute(s)
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DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
applicable to any Federal funding for this Agreement; (k)the requirements of any other
nondiscrimination statute(s)which may apply to this Agreement; (1) applicable provisions of the Clean
Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C.
§1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the
Davis-Bacon Act (40 U.S.C. 276a- 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work
Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations
at 20 CPR 5.5a; (n)the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (P.L. 94-163).
ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and
abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state
or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud,
abuse, or other criminal activity through the filing of a written report within twenty-four (24)hours of
knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical
attention arising from its activities under this Agreement within twenty-four(24) hours of such
occurrence.Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be
reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such
act.
The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State
of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in
carrying out a full investigation of all such incidents.
The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the
Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to
perform services under this Agreement.
ARTICLE 21:INDEMNIFICATION AND RECOVERY
H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict
liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable
for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other
incidental, special or consequential damages to the full extent such use may be disclaimed by law.
Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board
members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses
(including reasonable attorney fees), actions, causes of action,judgements, and liens arising as a result
of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the
threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.
ARTICLE 22:LIMITATION OF CONTRACTOR'S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor's
total liability under this Agreement, whether for breach of contract, warranty, negligence, strict
liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of
the particular products/services sold hereunder, and Contractor agrees either to refund the purchase
price or to repair or replace product(s)that are not as warranted. In no event will Contractor be liable
for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other
incidental, special or consequential damages to the full extent such use may be disclaimed by law.
Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to
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DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or
Federal government to have been paid in violation of the terms of this Agreement.
ARTICLE 23:TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only.Titles shall not
be considered restrictive of the subject matter of any Article, or part of this Agreement.
ARTICLE 24: JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been
negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in
accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against
any party.
ARTICLE 25: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement, which are not
addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the
Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide
notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final
and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor
requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under
this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of
its position.The decision of the Executive Director after any such rehearing shall be final and
conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the
Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder,
the Contractor shall proceed diligently with the performance of the Agreement and in accordance with
H- GAC's final decision.
ARTICLE 26: CHOICE OF LAW:VENUE
This Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit
or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris
County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the
law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such
disputes.
ARTICLE 27: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement, the following order of priority shall be
utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments.
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DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first
written above, as accepted by:
Siddons Martin Emergency Group, LLC
DocuSigned by. H-GAC DocuSigned by:
X
Signature Signatur
EID865F5B5014E7... C82EC270DSDu1423...
Name Jeffrey A.Doran Name Chuck Wemple
Title G.M.-Sales Operation Title Executive Director
Date 11/22/2019 Date 11/22/2019
Page 7 of 7
DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
H-GAC
Houston-Galveston Area Council
P.O.Sox 22777 -3555 Timmons - Houston,Texas 77227-2777
Cooperative Agreement-Siddons Martin Emergency Group,LLC-Public Services- 19-01022
SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement,H-GAC and the Contractor do,hereby agree to the
Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
.In addition to the whole Agreement, the following documents listed in order of priority are incorporated
into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal.
ARTICLE 2: END USER AGREEMENTS ("EUA")
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement("EUA)with the
Contractor through this Agreement,and that the term of the EUA may exceed the term of the current H-GAC
Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's
terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or
conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that
termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying
EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the
terms of this Agreement,termination of this Agreement will disallow the Contractor from entering into any
new EUA with END USERS.Applicable H-GAC order processing charges will be due and payable to H-GAC
on any EUAs, surviving termination of this Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement,
Contractor develops a regularly followed standard procedure of entering into agreements with other
governmental customers within the State of Texas, and offers the same or substantially the same
products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more
favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (1.0)business days
thereafter, and this Agreement shall be deemed to be automatically retroactively amended,to the effective date
of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices,
warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.
H-GAC shall have the right and option at any time to decline to accept any such change, in which case the
amendment shall be deemed null and void. If Contractor claims that a more favorable price,warranty, benefit,
or term that was charged or offered to another entity during the term of this Agreement, does not constitute
more favorable treatment,than Contractor shall,within ten (10) business days,notify H-GAC in writing,
setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment.
H-GAC, after due consideration of Contractor's written explanation,may decline to accept such explanation
and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective
retroactively,to the effective date of the most favored agreement,to provide the same prices, warranties,
Page 1 of 4
DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
benefits, or terms to H-GAC and the END USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,
Proposer or contractor, which are not within bidder's/proposer's control[example; a manufacturer's bid
concession], or to any prices offered to the Federal Government and its agencies.
ARTICLE 4: PARTY LIABILITY
Contractor's total liability under this Agreement, whether for breach of contract,warranty, negligence, strict
liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.
Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted.
Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by
H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of
this Agreement.
ARTICLE 5: GOVERNING LAW& VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END
USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-
GAC of such disputes.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC
will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an
END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing
charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order
Processing Charge shall be remitted from Contractor to H-GAC, within thirty(30) calendar days or ten (10)
business days after receipt of an END USER's payment,whichever comes first, notwithstanding Contractor's
receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without
Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further,
Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to
execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but
not limited to, Agreement tennination if Contractor fails to promptly rernit the appropriate order processing
charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an
END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any
order processing charges on any portion of the Agreement actually performed, and for which compensation was
received by Contractor.
ARTICLE 7: LIOUIDATED .DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER
purchase order is placed,to determine terms for any liquidated damages.
ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the
following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General
Page 2 of 4
DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
Aggregate limit of at least two times the Single Occurrence limit.
Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a
General Aggregate limit of at least two times the Single Occurrence limit for all Products except
Automotive Fire Apparatus. For Automotive Tire Apparatus, see Section B of the Bid/Proposal
Specifications.
Property Damage or Destruction insurance is required for coverage of.End User owned
equipment while in Contractor's possession, custody or control. The minimum Single Occurrence
limit is $500.000.00 and the General Aggregate limit must be at least two times the Single Occurrence
limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of
Automobile coverage, or under a Garage Keepers policy. In any event,this coverage must be specifically
and clearly listed on insurance certificate(s) submitted to -GAC.
b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal,
and for any extensions thereof, plus the number of days/months required to deliver any outstanding
order after the close of the contract period.
c. Original Insurance Certificates must be furnished to I-I-GAC on request, showing Contractor as the
insured and showing coverage and limits for the insurances listed above.
d. If any ProdLlet(S) or Service(s) will be provided by parties other than Contractor, all such parties
are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC,
a separate insurance certificate must be submitted for each such party.
e. -GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance
and document accuracv.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS
H-GAC's contractual requirements DO NOT include a Performance &Payment Bond (PPB); therefore,
Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to
cover any order if so requested by the END USER. Contractor shall quote a price to END USER for
provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END
USER's purchase order.
ARTICLE 10: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control,
dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to
advise H-GAC if this Agreement shall be affected in any way by such change. H.-GAC shall have the right to
detennine whether or not such change is acceptable, and to determine what action shall be warranted, up to and
including cancellation of Agreement.
ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING
All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle
Commission Code. If at any time during this Agreement term, any required Contractor license is denied,
revolted, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle
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DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor
Vehicle Board documentation to H-GAC upon request.
Page 4 of 4
DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
Attachment A
Siddons Martin Emergency Group LLC
Fire Service Apparatus All Types)
Contract No. FS12-19
'V;Pier'ce
**These units can be sold both inside and outside Texas**
A.Aerials Booms/Platforms,Ladders,Ladder/Platforms
FS19VA01 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $841,899.00
Single Axle, 75' Steal Rear-Mounted Telescoping Ladder(500#)
FS19VA02 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $875,497.00
Tandem Axle, 75'Steal Rear-Mounted Telescoping Ladder(500#)
FS19VA03 Pierce Enforcer Chassis 4-Door 75'Aluminum Rear Mounted Telescoping Ladder, $827,652.00
Formed Aluminum Body
FS19VA04 Pierce Arrow Chassis 4-Door 100'Aluminum Rear Mount Aerial,Aluminum Body, $1,126,674.00
Tandem Axle
FS19VA05 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $936,103.00
Single Axle, 107'Rear-Mounted Telescoping Ladder
FS19VA06 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $981,819.00
Tandem Rear Axle, 107' Rear-Mounted Telescoping Ladder
FS19VA07 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,031,013.00
Tandem Rear Axle, 110' Rear-Mounted Telescoping Platform
FS19VA08 Pierce Enforcer Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $982,626.00
Tandem Axle, 105' Rear-Mounted Telescoping Ladder(500#)
FS19VA09 Pierce Arrow Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,322,460.00
Tandem Axle, 100' Mid-Mounted Telescoping Ladder with Platform
FS19VA10 Pierce Arrow Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,254,844.00
Tandem Axle, 100' Rear-Mounted Telescoping Ladder with Platform (750#)
FS19VAll Pierce Arrow Chassis,4-Door Full Tilt Aluminum Cab, Formed Aluminum Body, $1,266,367.00
Single Axle, 107'Tractor Drawn-Mid-Mounted Telescoping Ladder(#500)
B.Wildland Fire Apparatus
FS19VB01 Pierce Brush Fire Apparatus, Ford F450, Formed Aluminum Utility Body $138,870.00
FS19VB02 Pierce Brush FireApparatus, Ford F-550 Mini Pumper 500 gpm, 300 tank $215,358.00
FS19VB03 IFreightliner 4-Door 4 x 4 Wildland,500 water, 1000 gpm Pump $364,240.00
C.Pumper Fire Apparatus
FS19VC01 M2 Freightliner, 2-Door, OEM Cab,Aluminum Body, Single Axle, 1250 GPM Pump, $264,379.00
Mid-Mounted Pumper
FS19VCO2 IHC, 2-Door, OEM Cab,Aluminum Body, Single Axle, 1250 GPM Pump, Mid- $273,152.00
Mounted Pumper
FS19VC03 KW, 2-Door, OME Cab,Aluminum Body, Single Axle, 1250 GPM Pump, Mid- $267,171.00
Mounted Pumper
FS19VC04 Peterbilt,2-Door, OME Cab,Aluminum Body, Single Axle, 1250 GPM Pump, Mid- $275,936.00
Mounted Pumper
FS19VC06 Pierce Saber FR,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, $456,160.00
1250 GPM Pump, Mid-Mounted Pumper
FS19VC07 Pierce Enforcer,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, 1250 $492,768.00
GPM Pump, Mid-Mounted Pumper
DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
FS19VC08 Pump
Pierce Velocity,4-Door Fulll Tilt Cab,Aluminum Long Body, 1250 gpm mid-mounted $578,586.00r
FS19VC09 Pierce Dash CF,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, 1250 $643,725.00
GPM Pump, PUC Body Pumper
D.Special Service Apparatus(Walk-In Bodies)Multi-use:Rescue,RE-Hab,Hazmat,Mobile Command Center
FS19VD0I Ford F-550 4-Door, 12'Non-Walk-in Formed Aluminum Body $154,273.00
FS19VD02 M2 Freightliner,2-Door, OEM Cab,Single Axle, Formed Aluminum Body, Non-Walk- $208,337.00
In Body
FS19VD03 IHC,2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non-Walk-In Body $210,190.00
FS19VD04 Kenworth,2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non-Walk-In $204,051.00
FS19VD05 Pod rbilt, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non-Walk-In $214,955.00
FS19VD06 Pierce Saber FR, Full-Tilt,Aluminum Cab, Single Axle, Formed Aluminum Body, $396,673.00
Non-Walk-In Encore Body 18.5'
FS19VD07 Pierce Enforcer 4-Door,Aluminum Cab, Single Axle, Formed Aluminum Body, Non $497,432.00
Walk-in HDR Body
FS19VD08 Pierce Velocity 4-Door Aluminum Cab,Tandem Axle Non-Walk-in HDR Body $609,953.00
FS19VD09 o2dFreightliner, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Walk-In $300,407.00
FS19VD10 IHC,2-Door, OEM Cab, Single Axle, Formed Aluminum Body,Walk-In Body $302,928.00
FS19VD11 Kenworth, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body,Walk-In Body $298,047.00
FS19VD12 Peterbilt, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body,Walk-In Body $305,177.00
FS19VD13 Pierce Enforcer 4-Door, Full Tilt,Aluminum Cab, Single Axle, Formed Aluminum $598,680.00
Body,Walk-in HDR Body
FS19VD14 Pierce Velocity 4-Door Aluminum Cab,Tandem Axle Walk-in HDR Body $704,579.00
FS19VD15 Pierce Velocity 2-Door,Aluminum Cab,Tandem Axle, Combination Formed $747,407.00
Aluminum Body
FS19VD16 Pierce Velocity 4-Door Aluminum Cab,Tandem Axle Walk-in Communications Body $776,91.4.00
E.Pumper/Tankers&Tankers
FS19VE01 Freightliner 2 Door, Single Axle Tanker,Aluminum Body w/2000 water&500 pump $276,292.00
FS19VE02 IHC 2dr Single Axle Tanker,Aluminum Body w/2000 water&500 pump $279,029.00
FS19VE03 Kenworth 2dr Single Axle Tanker,Aluminum Body w/2000 water&500 pump $276,490.00
FS19VE04 Peterbilt 2dr Single Axle Tanker,Aluminum w/2000 water&500 pump $303,543.00
FS19VE05 Pierce Saber FR,4-Door, Full-Tilt,Aluminum Cab, Pumper/Tanker,Aluminum Body, $508,722.00
Sin le Axle, 1000 GPM Pump, Mid-Mounted
FS19VE06 Pierce Enforcer, 4-Door, Full-Tilt,Aluminum Cab, Pumper/Tanker,Aluminum Body, $584,155.00
Tandem Axle, 1000 GPM Pump, Mid-Mounted
FS19VE07 Freightliner 2dr,Tandem Axle Tanker,Aluminum Body w/3000 water&500 pump $304,897.00
FS19VE08 IHC 2dr Tandem Axle Tanker,Aluminum Body w/3000 water&500 pump $317,114.00
FS19VE09 Kenworth 2dr Tandem Axle Tanker,Aluminum Body w/3000 water&500 pump $294,582.00
FS19VE10 Peterbilt 2dr Tandem Axle Tanker,Aluminum w/3000 water&500 pump $305,758.00
FS19VEII Pierce Saber FR,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body, Single Axle, $507,029.00
1000 GPM Pump, Mid-Mounted Elliptical Tanker
FS19VE12 Pierce Enforcer,4-Door, Full-Tilt,Aluminum Cab,Aluminum Body,Tandem Axle, $602,900.00
1000 GPM Pump, Mid-Mounted Elliptical Tanker
DocuSign Envelope ID:70ECF892-AF07-49E3-BF5D-9D214DA242AF
FS19VE13 Pierce Velocity,4-Door Aluminum Cab,Tandem Axle,Aluminum Pumper/Tanker 2000 $630,280.00
Gallon Body, 1500 GPM Pump
U.OshKosh
These units can be sold both inside and outside Texas**
F.Airport Rescue Fire-Fighting Vehicles
Oshkosh Striker 4x4,2-Door,Aluminum Cab,2 Passenger Seating,Roof Turret(375/750
FS19UF01 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank Capacity(1500 $796,194.00
gal.),Foam Tank Capacity(210 gal.),Fire Pump(Power divider driven Waterous CRQB,
Single Stage Centrifugal, 1950 gpm at 250 psi)
Oshkosh Striker 6x6,2-Door,Aluminum Cab,2 Passenger Seating,Roof Turret(600/1200
FS19UF02 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank Capacity(3000 $856,692.00
gal.),Foam Tank Capacity(420 gal.),Fire Pump(Power divider driven Waterous CRQB,
Single Stage Centrifugal, 1950 gpm at 250 psi)
Oshkosh Striker 8x8,2-Door,Aluminum Cab,2 Passenger Seating,Roof Turret(600/1200
FS19UF03 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank Capacity(4500 $1,000,033.00
gal.),Foam Tank Capacity(420 gal.),Fire Pump(Power divider driven Waterous CRQA,
Single Stage Centrifugal, 1950 gpm at 240 psi)
Oshkosh New Generation Striker 8x8,2-Door,Aluminum Cab,2 Passenger Seating,Roof
FS19UF04 Turret(600/1200 gpm),bumper Turret(300 gpm),One Handline(Foam/Water),Water Tank $1,159,700.00
Capacity(4500 gal.),Foam Tank Capacity(420 gal.),Fire Pump(Waterous CRQB,Single
Stage Centrifugal, 1950 gpm at 250 psi),dual engine driveline
Oshkosh Stinger Class 2 ARFF vehicle;2-Door Ford 4x4 F550 Cab/chassis,2 Passenger
FS19UF05 Seating,Bumper Turret,one(1)twin agent handline,Water Tank Capacity(300 gal.),Foam $337,137.00
Tank Capacity(40 gal.),Dry Chemical 500 pounds.
FS19UF06 Oshkosh H-Series Chassis;2-Door,Aluminum Cab,2 Passenger Seating,50,000 GVWR, $339,040.00
Sin le Axle
FS19UF07 Oshkosh HT-Series Chassis;2-Door,Aluminum Cab,2 Passenger Seating,55,000 GVWR, $391,249.00
Single Axle
FS19UF08 Oshkosh P-Series Chassis;2-Door,Aluminum Cab,2 Passenger Seating,51,000 GVWR, $298,513.00
Single Axle
Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the City, or submits
an application or response to a request for proposals or bids, correspondence, or another
writing related to a potential agreement with the City. Updated Questionnaires must be filed
in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The
form is also available at Win://www.ethics.state.tx.us/forms/CIO Rdf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship
that you might have with the City, state Vendor name in the# 1, use N/A in each of
the areas on the form. However, a signature is required in the#4 box in all cases.
Revised 7.6.18cg
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B.23,84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who
has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the Date Received
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006,Local Government Code.An
offense under this section is a misdemeanor.
1J Name of vendor who has a business relationship with local governmental entity.
Siddons Martin Emergency Group, LLC
2
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
4 Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
N/A
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income,from the vendor?
F] Yes E-1 No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Fl Yes F-1 No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of one percent or more.
6
Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
9/30/2020
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at hftp://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm.For easy reference,below are some of the sections cited on this form.
Local Government Code$176 001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public;or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by,and reporting to,that agency.
Local Government Code 4 176.003(a)(2)(A)and(B)•
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed;or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code S 176.006(a)and(a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity,or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity;or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection(a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1 1/3 0120 1 5
9/10/2020 M&C Review
Offic;af site Of the City Of Foot V:0101,Texas
CITY COUNCIL AGENDA I'ORTIVURTI1
DATE: 9/1/2020 REFERENCE **M&C 20- LOG NAME: 13P 36-11 FIRE TRUCKS
NO.: 0613
CODE: P TYPE: CONSENT PUBLIC HEARING:NO
SUBJECT: (ALL)Authorize the Purchase of Eleven Fire Trucks from Siddons Martin Emergency
Group, LLC for the Fire Department in an Amount Up to$10,588,659.16 Using a Houston
Galveston Area Council Cooperative Contract
RECOMMENDATION:
It is recommended that the City Council authorize the purchase of eleven fire trucks from Siddons
Martin Emergency Group, LLC in an amount up to$10,588,659.16 for the Fire Department using
Houston Galveston Area Council Contract No. FS12-19.
DISCUSSION:
The Fire Department(Fire)approached the Purchasing Division for assistance with buying eleven fire
trucks that will be used to transport firefighters and equipment to fires, hazardous incidents and other
emergency situations throughout the City of Fort Worth (City). Fire obtained a cooperative quote for
all eleven of the fire trucks. Pierce Manufacturing Incorporated sells apparatus through regional
authorized distributors. The regional distributor for Texas is Siddons Martin Emergency Group, LLC.
This purchase includes eight Pierce Custom Velocity Pumper trucks and three Pierce Custom
Velocity Aerial trucks. All requested vehicles will be replacements for old units that can no longer be
economically maintained.
DESCRIPTION QUANTITYPRICE
Pierce-Custom Velocity Pumper Truck 8 $6,957,764.60
Pierce-Custom Velocity Aerial-107' Truck 3 $3,628,894.56
HGAC Fee 1 $2,000.00
Total $10,588,659.16
The new trucks meet required specifications and are expected to operate satisfactorily during their
service lives of 10 years for each vehicle. Warranty information, manufacturer's Statement of Origin
and original sales invoice will accompany the new units upon delivery to the Fire Service Center
located at 2920 West Bolt Street.
PRICE ANALYSIS - Pierce Manufacturing Incorporated sells apparatus through regional authorized
distributors. The regional distributor for Texas is the Siddons Martin Emergency Group. Pricing for
Siddons Martin Group was competitively bid through the Houston Galveston Area Council Contract
No. FS12-19, there is no increase on pricing for a similar purchase approved by City Council on
November 19, 2019 (M&C19-0316). Staff certifies that the Houston Galveston Area Council contract
provides the best pricing and value for this purchase.
ADMINISTRATIVE CHANGE ORDER-an administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
COOPERATIVE PURCHASE-State law provides that a local government purchasing an item under
a cooperative purchasing agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the items. Houston Galveston Area Council Contracts have been
competitively bid to increase and simplify the purchasing power of local government entities across
the State of Texas.
apps.cf,vnet.org/counciLpackettme_review.asp?]D=28182&councildate=9/1/2020 112
9/10/2020 M&C Review
M/WBE OFFICE -An M/WBE goal is not assigned when purchasing from an approved purchasing
cooperative or other public entity.
DELIVERY- The new units will be delivered within 365 days after receipt of a purchase order.
FISCAL. INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, funds are available
in the current capital budget, as appropriated, in the Tax Note 2020 Fund, Fire Apparatus 2020 Tax
Notes project, and that prior to any expenditure being incurred, the Fire Department has the
responsibility to validate the availability of funds.
BQN\\
TO nDepartment Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account I Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted far Jay Chapa (5804)City Manager's Office by_ Valerie Washington (6992)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
Blanca Sanchez (8354)
ATTACHMENTS
COOP HGACBuy Contract.pdf
apps.cRvnet.org/council_packet/mc review.asp?ID=28182&councildate=9/1/2020 212
Bond No.9356691
Fidelity and Deposit Company of Maryland
HOME OFFICE
3910 KESWICK ROAD BALTIMORE,MARYLAND 21211
PERFORMANCE AND PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS,THAT,Siddons-Martin Emergency Group
1362 East Richey Rd., Houston TX 77073
Fidelity and UepositCompany o ary an
(hereinafter called Principal),as Principal and 1299 Zurich Way, 5th Floor, Schaumburg IL 60196-1056
a corporation organized and existing under the laws of the State of IL with its principal'office in the City of
Schaumburg, IL (hereinafter called Surety)as Surety are held and firmly bound unto
Fort Worth Fire Department
(hereinafter called the Owner)and to all persons who furnish labor or material directly to the Principal for use in
the prosecution of the work hereinafter named,in the just and full sum of Six Million Nine Hundpred Fifty
Eight Thousand Seven Hundred Sixty Four Dollars and 60/100 Dollars(§,958,764.60 )
to the payment of which sum well and truly to be made,the said Principal and Surety bind themselves,and their
respective heirs,administrators,executors,successors and assigns,jointly and severally,firmly by these presents.
WHEREAS,the Principal has entered into a certain written contract with the Owner,dated the 23rd
day of September 2020 ,forEight(8) Pierce Velocity PUC Pumpers
which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length
herein.
NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the said Principal
shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations
imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor
and material entering into the work,and if the said Principal shall pay all persons who shall have furnished labor
or material directly to the Principal for use in the prosecution of the aforesaid work,each of which said persons
shall have a direct right of action on this instrument in his/her own name and for his/her own benefit,subject,
however,to the Owner's priority,then this obligation to be void;otherwise to remain in full force and effect.
PROVIDED,HOWEVER,that no action,suit or proceeding shall be had or maintained against the Surety on
this instrument unless the same be brought or instituted and process served upon the Surety within two years
after completion of the work mentioned in said contract,whether such work be completed by the Principal,
Surety or Owner;but if there is any maintenance or warranty period provided in the contract for which said
Surety is liable,an action for such maintenance or warranty may be brought within two years from the expiration
of said maintenance or warranty period,but not afterwards.
IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 24th
day of September 2020
Siddons a ZME er cy Group
Witness: Principal
V//
idelity and Deposit Company of Maryland
fitness: CJthy Hutson a �� Surety
Sarah E. DeYoung A t ey-In-F
Bond Number 9356691
Obligee Fort Worth Fire Department
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New
York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by
Robert D.Murray,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which are
set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof,do hereby nominate,constitute,
and appoint Sarah E.DeYoung its true and lawful agent and Attomey-in-Fact, to make, execute,
seal and deliver,for,and on its behalf as surety,and as its act and deed: any and all bonds and undertakings,and the execution of such
bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and
purposes,as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE
COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND
SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT
COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of
the By-Laws of said Companies,and is now in force.
IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 19th day of June,A.D.2019.
ATTEST:
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
0�4bo�
By: Robert D.Murray
Vice President
�q etrp��
t, lot
m1 �;
•a„
By. Dawn E.Brown
Secretary
State of Maryland
County of Baltimore
On this 19th day of June, A.D.2019, before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,Robert D.
Murray,Vice President and Dawn E.Brown,Secretary of the Companies,to me personally known to be the individuals and officers described in and who
executed the preceding instrument,and acknowledged the execution of same,and being by me duly swom,deposeth and saith,that he/she is the said officer of
the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and
the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations.
IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written.
cL
Constance A.Dunn,Notary Public
cif'%i•x;sp�;`�� My Commission Expires:July 9,2023
t�lllllt{��,
EXTRACT FROM BY-LAWS OF THE COMPANIES
"Article V,Section 8,Attornevs-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President
may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies,
recognizances, stipulations,undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such
attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any
time."
CERTIFICATE
I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN
CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the
foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section 8,of
the By-Laws of the Companies is still in force.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998.
RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary
and the Seal of the Company may be affixed by facsimile on any Power of Attomey...Any such Power or any certificate thereof bearing such
facsimile signature and seal shall be valid and binding on the Company."
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of
May, 1994,and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a
meeting duly called and held on the 1 Oth day of May,1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature
of any Vice-President,Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a
certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect
as though manually affixed.
IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies,
this 24th day of September 120200 .
}Mq DE►o fr, g.,t-G►r rozi
Brian M.Hodges,Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT A COMPLETE DESCRIPTION
OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND,THE BOND NUMBER,AND YOUR CONTACT
INFORMATION TO:
Zurich Surety Claims
1299 Zurich Way
Schaumburg,IL 60196-1056
www.reportsfelaims(a�zurichna.com
800-626-4577
Fidelity and. Deposit Companies
® Home Office: 391Q Keswick Road Bat imore,lea 21211
B JOORT NOTICE
To obtain information or slake a complaint:
You may call.the Fidelity and Deposit Company of Maryland, Colonial American Casualty and.
Surety Company,and/or Zurich American Insaarance Company's toll-free telephone number for
information or to make a complaint at:
You may contact the Texas Department of Insurance to obtain information on companies,
coverages,rights,or complaints at:
1-800-252-3439
You may write the Texas Department ofInsurance:
P.O. 01 249204 '
Aus6m9 TX 79714-9104
FAX O(512)475-1771
PREAUUM OR CLAIM DISPUTES:. Should you have a dispute concerning the premium or
about a claim,you should first contact Fidelity and Deposit Company of Maryland or Colonial
American Casualty and Surety Company. If the dispute is not resolved,you may contact the Texas
Department of Insurance.
ATTACH TffiS NOTICE TO YOUR POLICY: This notice is for information only and does
not become a part or condition of the attached document.
S9543KM(09/01)
Bond No.9356692
Fidelity and Deposit Company of Maryland
HOME OFFICE
3910 KESWICK ROAD BALTIMORE,MARYLAND 21211
PERFORMANCE AND PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS,THAT,Siddons-Martin Emergency Group
1362 East Richey Rd., Houston, TX 77073
Fidelity and DepositCompany of Wa—ryFa-n-T-
(hereinafter called Principal),as Principal and 1299 Zurich Way, 5th Floor, Schaumburgg IL 60196-1056
a corporation organized and existing under the laws of the State of IL with its principal office in the City of
Schaumburg, IL ,(hereinafter called Surety)as Surety are held and firmly bound unto
Fort Worth Fire Department
(hereinafter called the Owner)and to all persons who furnish labor or material directly to the Principal for use in
the prosecution of the work hereinafter named,in the just and full sum of Three Million Six Hundred
Twenty Nine Thousand E ig ht Hundred N inety Four Dollars and 56/100 Dollars($3,629,894.56 )
to the payment of which sum well and truly to be made,the said Principal and Surety bind themselves,and their
respective heirs,administrators,executors,successors and assigns,jointly and severally,finely by these presents.
WHEREAS,the Principal has entered into a certain written contract with the Owner,dated the 23rd
day of September , 2020 'for Three (3) Pierce Velocity_ Aerial Ascendant 107' Heavy
Duty Ladders
which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length
herein.
NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the said Principal
shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations
imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor
and material entering into the work,and if the said Principal shall pay all persons who shall have furnished labor
or material directly to the Principal for use in the prosecution of the aforesaid work,each of which said persons
shall have a direct right of action on this instrument in his/her own name and for his/her own benefit,subject,
however,to the Owner's priority,then this obligation to be void;otherwise to remain in full force and effect.
PROVIDED,HOWEVER,that no action,suit or proceeding shall be had or maintained against the Surety on
this instrument unless the same be brought or instituted and process served upon the Surety within two years
after completion of the work mentioned in said contract,whether such work be completed by the Principal,
Surety or Owner;but if there is any maintenance or warranty period provided in the contract for which said
Surety is liable,an action for such maintenance or warranty may be brought within two years from the expiration
of said maintenance or warranty period,but not afterwards.
IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 24th
day of September 2020
Siddons n Em r e y Group
Witne s Principal
DEPps'r
"� debt and Deposit Company of Maryland
Nhflness: Cat Hu son Surety
Sarah E. DeYoung Attorne -In-Fac
� +ova
Bond Number 9356692
Obligee Fort Worth Fire Department
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New
York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by
Robert D.Murray,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which are
set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof,do hereby nominate,constitute,
and appoint Sarah E.DeYoung its true and lawful agent and Attorney-in-Fact,to make, execute,
seal and deliver,for,and on its behalf as surety,and as its act and deed: any and all bonds and undertakings,and the execution of such
bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and
purposes,as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE
COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND
SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT
COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of
the By-Laws of said Companies,and is now in force.
IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 19th day of June,A.D.2019.
ATTEST:
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
obto
By: Robert D.Murray
Vice President
�p�er[atQa�i
Id1 �i
04—
By: Dawn E.Brown
Secretary
State of Maryland
County of Baltimore
On this 19th day of June, A.D.2019, before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,Robert D.
Murray,Vice President and Dawn E.Brown,Secretary of the Companies,to me personally known to be the individuals and officers described in and who
executed the preceding instrument,and acknowledged the execution of same,and being by me duly swom,deposeth and saith,that he/she is the said officer of
the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and
the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations.
IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written.
CL J
ce Constance A.Dunn,Notary Public
My Commission Expires:July 9,2023
''i�tflilt +�:
EXTRACT FROM BY-LAWS OF THE COMPANIES
"Article V,Section 8,Attomevs-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President
may, by written instrument under the attested corporate seal, appoint attomeys-in-fact with authority to execute bonds, policies,
recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such
attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any
time."
CERTIFICATE
I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN
CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the
foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do f u-ther certify that Article V,Section 8,of
the By-Laws of the Companies is still in force.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998.
RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary
and the Seal of the Company may be affixed by facsimile on any Power of Attomey...Any such Power or any certificate thereof bearing such
facsimile signature and seal shall be valid and binding on the Company."
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of
May, 1994,and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a
meeting duly called and held on the 1 Oth day of May,1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature
of any Vice-President, Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a
certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect
as though manually affixed.
IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies,
this 24th day of September 1202»0a� .
FMp DE�psr� aTQ�G � fi �h
SEAL
low ff.
� G
Brian M.Hodges,Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT A COMPLETE DESCRIPTION
OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND,THE BOND NUMBER,AND YOUR CONTACT
INFORMATION TO:
Zurich Surety Claims
1299 Zurich Way
Schaumburg,IL 60196-1056
www.reportsfelaims(-a)zurichna.com
800-626-4577
Fide ty and Deposit C 'mpames
® Home Office: 3910 Keswick Road Balfmore,MD 21211
II.VP®RTAN'T NOTICE
To obtain information or snake a complaint:
You may cal➢.the Fidelity and Deposit Company of Maryiaind, Colonial American Casualty and
Surety Company,and/or Zurich American Insurance Company's toll-free telephone number for
information or to make a complaint at:
You may contact the Texas Department of Insurance to obtain information on companies,
coverages,rights,or complaints at:
11-800-252-3439
You may write the Texas Department of Insurance:
P.O.Sox 149104
Aunsdm,TX 78714-9I104
FAX 9(5I2)475-2772
PRF3RUM OR CLAIM DISPUTES: Should you have a dispute concerning the premium or
about a claim,you should first contact Fidelity and Deposit Company of Maryland or Colonial
American Casualty and Surety Company. If the dispute is not resolved,you may contact the`texas
Department of Insurance.
ATTACH TMS NOTICE TO YOUR POLICY: This notice is for information only and does
not become a part or condition of the attached document_
S9543f(M(09101)