HomeMy WebLinkAboutContract 59074FORT WORTH CSC No. 59074
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
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, BuyBoard); 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 — City's Terms and Conditions and Exhibit
C — Houston -Galveston Area Council (H-GAC) Contract No. FS 1219, then Exhibit A — City's Terms
and Conditions shall control, but only to the extent allowable under the Houston -Galveston Area Council
Contract No. FS1219.
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 not exceed the amount of Nine Hundred Seventy -Six Thousand Eight Hundred Thirty -Five
Dollars ($976,835.00). 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.
Upon City Council approval, this agreement shall begin upon execution and expire one year from
that date. The agreement may be renewed at the same amount for an additional two (2) one (1) year term
in accordance with the terms of the HGAC Cooperative Contract FS12-19A. The renewal action does
not require specific City Council approval provided that the City Council has appropriated sufficient
funds to satisfy the City's obligations during the renewal term.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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:
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By: Dana Burghdoff (Ntar 20, 202S05:45 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Mar 20, 2023
APPROVAL RECOMMENDED:
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Steve 1�6, 220023 08:40 CDT)
Name: Steve Cooke
Title: Property Management Director
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ATTEST: "o
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VENDOR:
Siddons Martin Emergency Group, LLC
By:
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Name:
Title:
Date: Mar 15, 2023
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
Deillse Garcia
By: Denise Garcia (Mar 15,202316:47 CDT)
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
Name: Amar Thakrar
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0167
Form 1295: 2023-981989
ATTEST:
By:
Name:
Title:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
CITY'S TERMS AND CONDITIONS
(Pages follow)
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
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The City of Fort Worth, its officers, agents, servants, authorized employees, Sellers and
subSellers who act on behalf of various City departments, bodies oragencies.
2.0 DEFINITION OF SELLER
The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services,
its officers, agents, servants, employees, Sellers and subSellers who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be requested by a member
of the public under the Texas Public Information Act. See TEx. GOV'T CODE ANN. §§ 552.002,
552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary
information, the Seller listed in the request will be notified and given an opportunity to make
arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Seller
believes that its information may not lawfully be released. If Seller does not make arguments or
the AG rejects the arguments Seller makes, Seller's information will be released without penalty
to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position. Any violation of this section with the
knowledge, expressed or implied, of the person or corporation contracting with the City Council
shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII,
Section 16, City of Fort Worth Charter)
5.1 ORDERS
5.2 No employees of the Buyer or its officers, agents, servants, Sellers or subSellers 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.
5.3 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/ornon-payment.
6.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c) Container
number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.
Revised July 11, 2019
Goods shall be suitably packed to secure lowest transportation costs and to conform to
requirements of common carriers and any applicable specifications. Buyer's count or weight shall
be final and conclusive on shipments not accompanied by packing lists.
7.0 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.
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.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation
costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the
quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to
designate what method of transportation shall be used to ship the goods.
10.0 PLACE OFDELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
11.0 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.
12.1 INVOICES
12.2 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.
12.3 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.
13.2 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase. In the event Seller breaches this
warranty, the prices of the items shall be reduced to the prices contained in Seller's
proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel
this contract without any liability to Seller for breach or for Seller's actual expense. Such
remedies are in addition to and not in lieu of any other remedies which Buyer may have
Revised July 11, 2019
in law or equity.
13.3 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.
14.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
15.0 SAFETY WA RANTY
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.
16.0 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 backuppurposes.
17.2 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.
17.3 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
Revised July 11, 2019
connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
17.4 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.
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
Revised July 11, 2019
name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of
its Sellers hereby waives any property interest in such WorkProduct.
19.0 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.
20.0 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.
21.0 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.
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No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving
its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents,
as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and
transfer of rights, interests, or obligations to another entity. The documents that may be requested
include, but are not limited to, Articles of Incorporation and related amendments, Certificate of
Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to
withhold all payments to any entity other than Seller, if Seller is not in compliance with this
provision. If Seller fails to provide necessary information in accordance with this section, Buyer
shall not be liable for any penalties, fees or interest resultingtherefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrievedparty.
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This contract can be modified or rescinded only by a written agreement signed by bothparties.
25.0 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
applicable proposal documents published by the Buyer and Seller's Response to such proposal
Revised July 11, 2019
26.0
27.0
28.1
(the "contract documents"). This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of trade shall be
relevant to supplement or explain any term used in this Agreement. Acceptance of or
acquiescence in a course of performance under this Agreement shall not be relevant to determine
the meaning of this Agreement even though the accepting or acquiescing party has knowledge of
the performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
control. In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, the Buyer's published proposal documents and the
Seller's response. If Buyer and Seller have otherwise negotiated a contract, this Agreement shall
not apply.
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 ofTexas.
INDEPENDENT CONT RACTO WS)
Seller shall operate hereunder as an independent Contractor(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, Sellers and sub- Sellers.
The doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers,
agents, employees, Sellers and subSellers. Nothing herein shall be construed as creating a
partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, Sellers
and subSellers.
LIABILITY AND INDEMNIFICATION.
28.2 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.
28.3 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, SUBCONTRACTOR(S)S, SERVANTSOR
EMPLOYEES.
29.0 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 containedherein.
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In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have been
appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions
of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to
have been delivered three (3) business days following the day such notice is deposited in the
United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing
Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102.
Notices to Seller shall be conclusively determined to have been delivered three (3) business days
following the day such notice is deposited in the United States mail, in a sealed envelope with
sufficient postage attached, addressed to the address given by Seller in its response to Buyer's
invitation to proposals. Or if sent via express courier or hand delivery, notice is considered
received upon delivery.
32.0 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,
Sellers or subSellers, have fully complied with all provisions of same and that no employee,
participant, applicant, Contractor(s)or subContractor(s)has been discriminated against according
to the terms of such Ordinance by Seller, its employees, officers, agents, Contractor(s)or
subSellers herein.
33.0 IMMIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-
9). Upon request by City, Seller shall provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Seller
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls
so that no services will be performed by any Seller employee who is not legally eligible to
perform such services. SELLER SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Seller, shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
Revised August 31, 2017
34.0 HEALTH. SAFETY. AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
35.0 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 Section 31 of 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.
36.0 DISABILITY
hi accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subSellers 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
subSellers. 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 subSellers against Buyer
arising out of Seller's and/or its subSeller's alleged failure to comply with the above -referenced laws
concerning disability discrimination in the performance of this agreement.
37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall first
attempt to resolve the matter through this dispute resolution process. The disputing party shall notify
the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute.
Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort,
either through email, mail, phone conference, in person meetings, or other reasonable means to
resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection
with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation
upon written consent of authorized representatives of both parties in accordance with the Industry
Arbitration Rules of the American Arbitration Association or other applicable rules governing
mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party
shall have the right to exercise any and all remedies available under law regarding the dispute.
Revised August 31, 2017
38.0 PROHIBITION ON CONTRACTING WITH COM ANTES THAT BOYCOTT ISRAEL
If Seller has fewer than 10 employees or the Agreement is for less than $100,000, this section 31 does
not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
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 Addendum, Seller certifies that Seller's signature provides written verification to City
that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
Revised August 31, 2017
EXHIBIT B
SELLER'S QUOTE, SCOPE OF SERVICES OR PURCHASE ORDER
(Pages follow)
CONTRACT PRICING WORKSHEET
-NOXBW For MOTOR VEHICLES Only
Contract FS12-19
No.:
Date 10/17/22
Prepared:
This Worksheet is prepared by Contractor an given to End User. If a PO is issued, both documents MUST be
faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.
Buying Fort Worth Fire
Agency:
Contractor: Siddons-Martin Emergeny Group
Contact D.C. Zelamy
Person:
Prepared Jeffrey Doran
By.
Phone: 817-392-6805
Phone: 1-800-784-6806
Fax:
Fax:
Email: ryan.zelazn_fortworthtexas.qov
Email: doran siddons-martin.com
Product
Code:
FS19UF02 11 uescription: Oshkosh Striker 6 x 6 815793
A. Product Item Base Unit Price Per Contractor's H-GAC Contract:
$1,010,118.00
B. Published Options - Itemize below - Attach additional sheet(s) if necessary - Include Option Code in description if applicable.
(Note: Published Options are options which were submitted and priced in Contractor's bid.)
Description Cost
Description Cost
Subtotal From Additional Sheet(s):
Subtotal B: $0.00
C. Unpublished Options - Itemize below / attach additional sheet(s) if necessary
Description Cost
Description Cost
Subtotal From Additional Sheet(s):
Subtotal C: $0.00
Check: Total cost of Unpublished Options (C) cannot exceed 25% of the total of the Base Unit Price For this transaction the percentage is:
plus Published Options (A+B).
0.00%
D. Total Cost Before Any Applicable Trade -In / Other Allowances / Discounts (A+B+C)
--I-
Ordered: 1
Quantity X Subtotal of A + B + C: 1010118 =
Subtotal D: $1,010,118.00
E. H-GAC Order Processing Charge (Amount Per Current Policy) Included
Subtotal E: $0.00
F. Trade -Ins / Other Allowances / Special Discounts / Freight / Installation
Description Cost
Description Cost
Contract Discount-$33,283.00
Subtotal F:-$33,283.00
Delivery Date: 4-5 months ARO
G. Total Purchase Price (D+E+F):
$976,835.00
EXHIBIT C
COOPERATIVE AGENCY CONTRACT
(E.G., NJPA, DIR, BUY BOARD)
Houston -Galveston Area Council (H-GAQ Contract No. FS12-19A - Pages follow
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: APPLIC E LAWS ABL
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 C RAC OR
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: SC OF SERVIC ES
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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 8: 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 arise 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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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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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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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.
a. �o
Signature1;B-DP!�1F1-iH[,
+7
1 dE?
Name Jeffrey A. Doran
Title G.M.-Sales Operation
H-GAC DocuSigned by:
Signature
E82EC27OD5D61423
Name Chuck Wemple
Title Executive Director
Date 11/22/2019 Date 11/22/2019
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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
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 (10) 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,
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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 termination if Contractor fails to promptly remit 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: LIQUIDATED 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
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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 Fire 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 H-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 H-GAC on request, showing Contractor as the
insured and showing coverage and limits for the insurances listed above.
d. If any Product(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. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance
and document accuracy.
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
determine 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,
revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle
Page 3 of 4
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 Grou LLC
Fire Service Apparatus (All Types)
Contract No. FS12-19
V. Pierce
** 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 1 00'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, 1 00'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 Fire Apparatus, Ford F-550 Mini Pumper 500 gpm, 300 tank
$215,358.00
FS19VB03
Freightliner 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 FIR, 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
Piers Velocity, 4- Door Fulll Tilt Cab, Aluminum Long Body, 1250 gpm mid -mounted
$578,586.00
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
FS19VD01
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,
ad orth, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non -Walk -In
$204,051.00
FS19VD05
2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Non -Walk -In
$214,955.00
Bodterbilt,
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
2 Freightliner, 2-Door, OEM Cab, Single Axle, Formed Aluminum Body, Walk -In
$300,407.00
B dy
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
$776,914.00
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
Single 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
FS19VEll
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
NOW 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
Single 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 D
CONFLICT OF INTEREST QUESTIONNAIRE
(Pages follow)
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be 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.
1 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
4J 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
CIO 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?
Yes F-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?
F1 Yes F1 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.
n/a
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).
-ij
V 'W�C11-1�� 3/6/2023
S ure of v ndor 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
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://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 § 176.0010-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 § 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 § 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 11/30/2015
M&C Review Page 1 of 2
0
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGEND FOR H
Create New From This M&C
REFERENCE **M&C 23- 21 PMD — GRANT
DATE: 2/28/2023 NO.: 0167 LOG NAME: PURCHASE ARFF
VEHICLE
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize the Execution of a Cooperative Purchase Agreement with Siddons Martin
Emergency Group, LLC for the Purchase of an Aircraft Rescue and Firefighting Vehicle,
Using Houston -Galveston Area Council Cooperative Contract FS12-19 in an Annual
Amount Not To Exceed $976,835.00 for the Fire Department Through the Property
Management Department and Authorize Two One -Year Renewal Options for the Same
Annual Amount
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Cooperative Purchase
Agreement with Siddons Martin Emergency Group, LLC for the purchase of an Aircraft Rescue and
Firefighting Vehicle, Using Houston -Galveston Area Council Cooperative Contract FS12-19 in an
annual amount not to exceed $976,835.00 for the Fire Department through the Property Management
Department and authorize two one-year renewal options for the same annual amount.
DISCUSSION:
Mayor and Council Communication (M&C) 23-0046 was approved on January 10, 2023, authorizing
the acceptance of grant funding for the purchase of the Aircraft Rescue and Firefighting (ARFF)
vehicle in the amount of $976,835.00.
The Fire Department (FD) approached the Property Management Department (PMD) with the intent to
purchase an ARFF vehicle. The Fire Department will use the ARFF vehicle for aviation incidents which
fall under the City of Fort Worth Fire Department's jurisdiction.
Property Management reached out to Siddons Martin Emergency Group, LLC who was able to provide
a full quote which meets the minimum specifications and requirements for the requesting department.
The unit is expected to operate satisfactorily during its service life of ten (10) years. Warranty
information, manufacturers Statement of Origin and original sales invoice will accompany the unit
upon delivery.
The Property Management confirmed the ARFF vehicle can be purchased through the Houston -
Galveston Area Council (HGAC) Cooperative Contract FS12-19. Therefore, PMD is requesting
approval to establish this contract.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire one year from that date.
RENEWAL TERMS: The agreement may be renewed for an additional two (2) one (1) year terms in
accordance with the terms of the HGAC Cooperative Contract FS12-19. The renewal action does not
require specific City Council approval provided that the City Council has appropriated sufficient funds
to satisfy the City's obligations during the renewal term.
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 item. HGAC Cooperative Contract FS12-19 contract has been
competitively bid to increase and simplify the purchasing power of local government entities across the
State of Texas.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=30794&councildate=2/28/2023 3/1/2023
M&C Review
Page 2 of 2
M/WBE OFFICE: M/WBE goal is not assigned when purchasing from an approved purchasing
cooperative or other public entity.
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.
Funding is budgeted in the Fire Department's Grants Operating Federal Fund for the purpose of
funding the 2020 HSGP ARFF project, as appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the Grants Operating Federal Fund for the 2020 HSGP ARFF project to
support the approval of the above recommendation and execution of the purchase agreement. Prior
to any expenditure being incurred, the Fire Department has the responsibility to validate the
availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID I ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID I ID Year (Chartfield 2)
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Dana Burghdoff (8018)
Steve Cooke (5134)
Denise Garcia (6787)
Janie Arreola (6678)
21 PMD —GRANT PURCHASE ARFF VEHICLE funds availabiltiy.pdf (CFW Internal)
EPR 22-0064 FID Table .xlsx (CFW Internal)
Form 1295 Certificate 101006317 (Ft Worth).pdf (CFW Internal)
SAMs.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=30794&councildate=2/28/2023 3/1/2023