HomeMy WebLinkAboutContract 58085 CSC No. 58085
WORTH,.,
4*
FORT
SOLE SOURCE AGREEMENT
EAStrategiesTX, LLC
This SOLE SOURCE AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through
its duly authorized Assistant City Manager, and EAStrategiesTX, LLC ("Vendor"), a Limited Liability
Company and acting by and through its duly authorized representative, each individually referred to as a
"party"and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services or Goods;
3. Exhibit B—Price Schedule;
4. Exhibit C— Sole Source Exemption
5. Exhibit D—Verification of Signature Authority Form.
6. Exhibit E—Conflict of Interest Questionnaire.
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B,
C, D, or E and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
1. Scope of Services.Service only.Training.("Services"),which are set forth in more detail
in Exhibit"A,"attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on date signed by the Assistant City Manager ("Effective
Date") and expires one year after("Exp i ration Date"), unless terminated earlier in accordance with this
Agreement("Initial Term"). City will have the option,in its sole discretion,to renew this Agreement under
the same terms and conditions for an additional 3 one-year renewals.
3. Compensation. City will pay Vendor in accordance with the provisions ofthis Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Twelve-thousand Dollars and zero cents.
($12,000.00) per year. Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional costs for
such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. hi the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. hi the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure underthe Texas Public
Information Act. hi the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Ri2ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
Sole Source Agreement Page 2 of 19
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants,employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,S'ERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING O UT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS:
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
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Vendor will 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 will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will 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,Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability(Errors &Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
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strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth EA Strategies TX, LLC.
Attn: Assistant City Manager 1145 Santa Fe Drive,Unit 2970
200 Texas Street Weatherford, TX 76086
Fort Worth,TX 76102-6314 817 -917-6952
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
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Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court,board,department, commission, or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
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one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will be the sole and exclusive owner of all copyright,patent, trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
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less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 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"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2,the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "Firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission) of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains
the entire understanding and agreement between City and Vendor,their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
Vdv Nh—' this contract,including ensuring all performance and
By: Va lerie,Washington(Sep 12,202210:13 CDT)
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
By:
Mark Rauscher(Sep 8,20221557 CDT)
Date:
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Fire Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By: ette S.Goodall(Sep 12,202214 CDT) p
Name: Jannette Goodall 4an y.
a'oa40R n�a Name: Taylor Paris
Title: City Secretary A�al.--o---.$*-0 Title: Assistant City Attorney
wo %_� CONTRACT AUTHORIZATION:
o ooa � M&C: N/A
aa�4�nEnuS�ba Form 1295: N/A
VENDOR:
EA Strategies TX, LLC
IF194
By: Ran al ckens(Sep 8,202215:54 CDT)
Name: Randall Dockens
Title: Owner
Date: Sep 8, 2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Sole Source Agreement Page 10 of 19
EXHIBIT A
SCOPE OF SERVICES
Services Only:
Training for the Fort Worth Fire Dept. Explosive Detection K9 group.
Training includes,but not limited to the following:
K9 research
K9 behavior
K9 behavior
K9 health and safety
K9 handlers training for new handlers
Training also assists/preparing member with annual certifications.
Training includes: the K9 explosive detection package,which includes vendor's basic new handler
course;the basic new K9 training, continuing training for all K9 units, scenario development and
deployment for advanced K9 training, and special event support for 2022
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EXHIBIT B
PAYMENT SCHEDULE
EAStrategiesT , LLC QUOTE
1145 Santa Fe Drive, Unit 2970
Wealherrned,TX 7dDI313 rN VOICE#100
9117-917-0952 DATE:(1113t2t)22
TO: JS141P TO:
Fart Wath Fire department FDrt Wroth Fire Department
Bomb Squad Bomb Squad
505 West Felix Street 505 West Felix Street
Fart Worth,7X 70115 Fort Wroth,TX 76113
COMMENTS OR SPECIAL INSTRUCTIONS=
Explasiue Detection N9lraining package to include the fallawing; Basic New t-landlercnurse,Basic New fC9 training,
cantinajing training for aW unit K-g's, scenario development and deployment far advanced K-9 training,and special
event support far 2022..
SALESPERSON P_O_NUMBER REQUISITIONER SHIPPED VIA F_Od3_POINT TERMS
9iD Due on
receipt
QUANTITY DESCRIPTION UNrT PRICE TOTAL
1 K9 training package as detailed above 12,000_013 12,1300_00
SUBTOTAL 12,000-00
SALES TAX
SHIPPING 8 HANDLING
TOTAL DUE 72,OO17_00
Make all checks payable to EAStrategiesTY, LLC
tFyou have any questions concerning this invoice, contact Rand aJI Dockens, 817-917AD52, EASarategiesT @gmaLl.com
THANK YOU FOR YOUR BUSINESS!
Sole Source Agreement Page 12 of 19
EXHIBIT C
SOLE SOURCE EXEMPTION FORM
FmTWORToi
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions:Fill out the entire form with detailed information.Once you have completed this form,
provide it to the Purchasing attorney forreview.The attorney will review the in formation you have
provided to determine whether an exemption to Chapter 252's hiding requirements is defensible.
If you are printing this farm to provide to Legal,please do not provide the Pruner portion_ Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination_
Section t:General Information
Requesting Department, [Fire Department]
Name of Contract Manager: [Iames Hortoail
Department's Attorney: [Taylor Paris]
Item or Service soughs:
Goods: FJ
Service:
Anticipated Amount: S1� M041
Vendor: (EA Strategies TX]
Cunvnt1?rior Agreement for itenVservice: Yes ❑ No
CSC or Purchase Order ft: hilAl
Amount: DILA]
Projected M&C Date: [NIA]
How will this item or service be used? [EA Strategies TX will conduce training for the Fort
Worth Fire Department Explosive Detection K9 group. This training will include K9 search and
detection_K9 behavior_K9 health and safety and specific K9 handler training for new handler.
This training is necessary to maintain peak performance from the 4 members with explosive
detection K9& Tliis training will also assist members pass their annual certification
requirements. This training will be conducted in Fort Worth.TX. 1
Page 2 of 6
RM
Sole Source Agreement Page 13 of 19
Section 2: ( laimed Exemption and Justification (other than sole source
NOTE -For a claimed sole-source exemption.complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Printer for detailed
information about common exemptions:
Q A procurement necessary to preserve or protect the public health or safety of the City
of Fort Wortlt•s residents.
Q A procurement necessary because of unforeseen damage to public machinery,
equipment,or other property;
0 A procurement for personal.professional,or planning services;
Q A procurement for work that is performed and paid for by the day as the work
progresses.
Q A purchase of land or a right-of-way:
Q Paving drainage,street widening,and other public improvements.or related matters,if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
Q A public improvement project. already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters:
Q A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C.Chapter 212.
Q Personal property sold:
• at an auction by a state licensed auctioneer.
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17.Business&Commerce Code.
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government.or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391,
Services performed by blind or severely disabled persons.
Goods purchased by a municipality for subsequent retail sale by the municipality,
Q Electricity:or
Page 2 of 6
Sole Source Agreement Page 14 of 19
Q Adver6iinu,dlhvr tkdn legal tvicvs.
Please provide details grid& s is explain why you believe Lhe exemption applies to the;
purchase-You mev also attach documentation to dais rorm.[This pracurettknrt is for professional
iwwiees in the form of a training course- The cote i4 restricted to explosive detection]K9
personnel and primarily contains law ertforce'uterir sensitive materiaJ. Instructors trwst have
spocializad{restricted}knowledge anal be graduates ofeid"13ic FBI Hazardous Devices School
or be Aril itary Explosive Ordinance Disposal:spchAeLlists with additional expertise id explosve
detection K9 search ieelmiques,animal behavior,and ICE#care. The instrueWn,as graduates of a
certified bomb technician school m d as K9 it strucrors,wil l have a very specific,lvgh order of
learning and skill not possessed by the general pub ic- Ib addition,the instructors must be
authorized to hatsdle explosvie material that is restricted from the general public- The im1ructoa's
will teacb strategies io K9 personnel that arc law enforcement sensitive rear the search am
detection of explosive material. Throughout the ro=v the insiructors will also teach specific
ted=1quc-,tactics attd pnx.edures in compliance wikh 6m.National Bomb Squad Advisory
Board-1
Smion.3:Chkinnrd 5oleztiourre Extmotion and Justification
NOTE-for any exemption,complete 5tactiort 2.
Please indicate the serlc-source exemption you believe applies io the purchase and provide
irnforrnatibri t0 TSrt its appli,ability. Please refer to the Exemption Primer for detailed
informaiion about cDtt mm exemptium;
0*A pruLuMntreant Of ketses that are ol'aidabk from Drily one source,inc]u,iing:
+ iF ms that area%actable from only arse source became ofpater ts-capyrightf,
secret processes,,sr natural ruariDpalics;
• faints,madwk-ripis,or boot,
+ 1AS-wdtee,Liras other utility stavice%;
capdve replacernentpouts orcomptments far equipment;
+ Sri obs, papers, and other libnbry materials ror a public library thud are
available only from the persans holding eked usi va disuibution righm to the
mate6312i;and
+ management svrviceb provided by a nonprofit organization to u mhahkipal
museum park,zoo,or other faeijLiv to which thkt organization has provided
sigsiftcam fnarictaJ or otl'ier kmctits.
How did you determine that Lbe kern or service is only available from unr sour.
[EXPE.AIN HOW YOU DETERMINED 17-XCE.PTION APPLIES(RESEARCH-
COMMUNICATIONS-DOCUMENT.ATIONII
Pam 3 of 6
Sole Source Agreement Page 15 of 19
Attach screemhot!. =d provid: an explanatitm of any independent rtisearch ,You c uctad.
through ink-met searches, searching cooperatives, or discussions with others knowledgeable m
the subject matrcr that corroborate Thai the item is evnilable only from a single source_
ISHOW YOUR RESFARCii1 ORK TRAT LEAD TO YOUR CONCLUSIONA
Did you attach a sole source justification letter" ❑ Y. ❑ No
Qc3cribc the uniqueness of the Hera or SMieC(e.g_curtlpaiibility ar pateni issues etc-)-
I
I)ESCRBE THE UNfOUNESS OF THE ITEM4 SERVICE THAT QUALIFIES IT AS A SOLE
SOURCE
Section d:Attorney Deteruvngtiun
With the facts provided by the department,is the use of the claimed exemption defensible if tho
CO were to be challenged 012 this purchase? Eyes Q hb_
Was Ihere anything auachod to this farm that Was relied un A mo.king dos deterMinatinn?
Dyes [K Na_
I.f yes,please explain:
Was there anything not iricluded on this form or attached hereto that was relied on in making thrs
&qtt iWati fn? Q Yes No_
if yes,please explain_
Will the sQndatd ttrrw and conditic s applyp Yes h u.
Will the cumraUL rryuire special tame;? ❑Ye NL)-
Will the csmtrw require review by the depanrent attomge ,, ED Yes II No_
Approved By:
Date- &+31+22
Taylor Faris Jessikj Wilhamm
Assistiml City Artumey
Page 4 of 6
Sole Source Agreement Page 16 of 19
EXEMPTION FORM PRIMER
19elaw are explarmat ions and examp3es of eaanmon exemptions that could apply to City Purchases.
if you have questions about the information provided or need additional information, please
contact your department's assigned attorney-or the appropriate purviiasing attoiney-
I. A procurement necessary liD preserve or protect the public health or safety of the
municipality's resider;
Examples of activities that have been found to fall within this exception include ambulance
services;solid waste collection and disposal;and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers,
1 A procurement necessary because of unfbreseen damage to public machinery,equipment.,
or other property,
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. Rut parts and services for routine maintenance or
replacement.of old-worn out roofs or windows would not meet this exceptiom
3. A procurement for personal,professional- or planning services,
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontraeted or assigned,
Professional services are not defined under Chapter 252- xis there is no precise definition
to follow- Thane is no universal definition of this term, however, "sa.veral cases suggest
that it..- is 'predominately mental or intellectual,rather than physical or manual-'" Tex.
Atty Gen Op. JM-940 �1989) (qualiug Alaryiand Casuffh�- Ca v- Cru), Wafer Cn-, 160
S-W. 2d 102 (Tex-Civ, App-•--E=1and 1942,no writ]. The Texas Attorney General has
also opined that"professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members c& disciplines requiring special
knewiedge or atta immnent and a high order of learning,skill.and intell iperwe- 1d.
Facts needed to support a professional service exemption include the specialized
requirenipmIs of that profession and the mental and intellectual skill required by the person
while perforaning the set-vice. Purchases of goads are not professional setvices-
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole'sourc:e exemption- In detcrnrinigg
whether a purchase is of a good or servcoe that is available from one source, you should
not consider price or timz to receive the goad or service.A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make- The information needed to support this exemption is that no other proyider
Page S of 6
Sole Source Agreement Page 17 of 19
can provide the service or category of goad except for the vendor you arc praposino.Some
examples of soie source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manukw urer and allowing another vendor
would void the warranty_ purchase of good that is copyrighted or trademarked and only
provided by one vendor.
Page 6nf6
Sole Source Agreement Page 18 of 19
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
EA Strategies TX,LLC.
1145 Santa Fe Drive,Unit 2970
Weatherford,TX
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Sole Source Agreement Page 19 of 19