HomeMy WebLinkAboutContract 59188-A1CSCO No. 59188-A1
FIRST AMENDMENT AND RESTATEMENT OF CITY SECRETARY CONTRACT NO. 59188
A SOLE SOURCE PURCHASE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
TRIAD MARINE & SUPPLY, INC.
This First Amendment and Restatement of City Secretary Contract No. 59188 ("First
Amendment and Restatement") is made by and between the City of Fort Worth ("City"), a home -rule
municipal corporation of the State of Texas, and Triad Marine & Industrial Supply, Inc. ("Vendor"), a
Texas corporation.
WHEREAS, the City and Vendor entered into an agreement for Vendor to provide City with labor
and parts to service, repair, maintain, and upgrade Zodiac Equipment in the City's fleet, City Secretary
Contract Number 59188 ("Agreement"); and
WHEREAS, City and Vendor desire to amend the Agreement to incorporate standard terms and
conditions and to correct minor inconsistencies;
NOW THEREFORE, City and Vendor, acting herein by and through their duly authorized
representatives, agree to amend and restate the Agreement in its entirety to be and read as follows:
FORT WORTH.
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This SOLE SOURCE PURCHASE AGREEMENT ("Agreement") is made and entered into by
and between the City of Fort Worth ("City"), a Texas home -rule municipal corporation, and Triad Marine
& Industrial Supply, Inc. ("Vendor"), a Texas corporation, each individually referred to as a "party" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Sole Source Purchase Agreement;
2. Exhibit A
— Scope of Services;
3. Exhibit B
— Price Schedule;
4. Exhibit C
— Authorized Dealer Letter;
5. Exhibit D
— Chapter 252 Exemption Form; and
6. Exhibit E —
Conflict of Interest Questionnaire
First Amendment & Restatement of City Secretary Contract No. 59188 Pagi OFFICIAL RECORD
Triad Marine & Industrial Supply, Inc. CITY SECRETARY
FT. WORTH, TX
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. Vendor shall provide City with labor and parts to service, repair,
maintain, and upgrade Zodiac Equipment (Water Craft) in the City's fleet ("Services"). Exhibit "A," -
Scope of Services more specifically describes the Services to be provided hereunder.
2. Term. This Agreement shall be effective on April 4, 2023 ("Effective Date") and shall
expire on April 3, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to four (4) one-year renewal options.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform Services under this Agreement in accordance with the provisions of this Agreement
and Exhibit `B," — Price Schedule. Total payments made under this Agreement during the Initial Term shall
not exceed $50,000.00. Total payments during any renewal term shall not exceed $50,0000. Vendor shall
not perform any additional services for the City not specified by this Agreement unless the 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.
City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
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5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rieht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
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 shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and sub -vendors. Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and sub -vendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees or sub -vendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or sub -vendor of Vendor shall be entitled to any employment benefits from City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or sub -vendor.
S. Liability and Indemnification.
8.1 LIABILITY - VENDOR 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 KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
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ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT 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
OR EMPLOYEES.
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 shall 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,
Vendor 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 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 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, Vendor shall 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
shall 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 shall, 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 Subcontractin6.
9.1 Assi ng ment. Vendor shall 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 shall execute a written agreement with City and Vendor under which
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the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly 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, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall 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 work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall 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 work is 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). If required by the City,
Vendor shall maintain professional liability insurance as follows:
$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 shall be claims -made, and maintained for the duration of the contractual
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agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall 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 shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall 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
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 shall not constitute a waiver- of the insurance requirement.
(f) Certificates of insurance evidencing that Vendor- has obtained all required
insurance shall be delivered to the City prior to Vendor- proceeding with any work
pursuant to this Agreement.
1 l . Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
sub -vendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUB -VENDORS 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 shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
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transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Triad Marine & Industrial Supply, Inc.
Attn: Tina L. Miller, Vice President
1155 FM 518
Kemah, Texas 77565
Facsimile: 281-334-0041
14. Solicitation of Employees. Neither City nor Vendor shall, 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.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either parry.
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 shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
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 shall not in any way be
affected or impaired.
19. Force Maleure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
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reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, 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.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25. 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 shall 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.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
shall 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 shall 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 shall 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.
28. Sir3nature Authority. The person signing this Agreement hereby warrants that he/she has
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the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Chanee in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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" shall have the meanings ascribed to those terms by Chapter 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.
31. 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.
32. Prohibition on Discrimination Aiainst 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 against a firearm
entity or firearm trade association," "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
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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.
33. Compliance with Public Information Act Requests. The requirements of Subchapter
7, Chapter 552, Government Code, may apply to this Agreement and Vendor agrees that the
Agreement can be terminated if Vendor knowingly or intentionally fails to comply with a
requirement of that subchapter. Vendor acknowledges that section 552.371 of the Texas Government
Code applies to this Agreement if: (1) this Agreement has a stated expenditure of at least $1 million in
public funds for the purchase of good or services by the City; or (2) this Agreement results in the
expenditure of at least $1 million in public funds for the purchase of goods or services by the City in afiscal
year of the City. To the extent that section 552.371 of the Texas Government Code applies to this
Agreement, Vendor shall comply with section 552.372 of the Texas Government Code by: (1) preserving
all contracting information relating to this Agreement as provided by the records retention requirements
applicable to the City for the duration of the Agreement; (2) promptly providing the City any contracting
information related to this Agreement that is in the custody or possession of Vendor on request of the City;
and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting
information related to the Agreement that is in the custody or possession of Vendor; or (b) preserving the
contracting information relating to the Agreement as provided by the retention requirements application to
the City.
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EXHIBIT A
SCOPE OF SERVICES
1.0 INTENT
1.1 Vendor shall supply City with labor and parts to service, repair, maintain, and upgrade
Zodiac Equipment (Water Craft) in the City's fleet.
1.2 Vendor shall provide any warrantable repairs using OEM parts.
2.0 QUALITY OF SERVICE AND WORK
2.1 Vendor shall provide the City an acceptable level of service in terms of cost, time and
workmanship. Upon return and inspection of services completed, PMD/FLEET
personnel will notify the Vendor if any issues regarding the services or parts are found
to be unsatisfactory. Vendor will be given opportunity to correct. Failure of vendor to
correct services or parts to a satisfactory condition will be considered grounds for
terminating any agreement between said Vendor and the City.
2.2 Vendor will be required to perform the work using the most up-to-date and appropriate
methods available for said work under industry standards. This incudes, but is not
limited to, all suitable repair equipment and parts to insure the satisfactory execution of
any repair or installation.
2.3 Vendor will be required to provide documentation on their personnel authorized to
perform work on City vehicles and equipment. This includes all certifications, such as
the National Institute for Automotive Service Excellence (ASE), that qualify them to
perform said work.
2.4 Vendor must give the City priority service, as many City vehicles are utilized for public
safety and emergency responses. Expeditious turn -around is critical to City operations.
However, additional fees for priority services are prohibited.
2.5 Vendor shall be authorize by PMD Fleet Supervisor or designated personnel to
diagnose, repair and service vehicles and equipment for the City of Fort Worth's (the
"City") Fleet of vehicles and equipment.
Page 3 of 13
3.0 QUALITY OF SERVICE AND WORK
3.1 The City is only obligated to pay for services actually ordered by an authorized City
employee and then received and accepted as required by the City.
4.0 PARTS
4.1 All parts utilized in repairs, replacements or installations on City vehicles and
equipment must be new unless otherwise required by PMD/FLEET personnel. Any
rebuilt or remanufactured parts must be approved in writing by City PMD/FLEET
personnel prior to being utilized by a vendor.
4.2 The Vendor warrants and/or guarantees will work and products supplied under this
Agreement against any defects in design, workmanship, materials and failure to operate
satisfactorily. Each product shall be constructed to the highest standards. Products
manufactured of poor workmanship will not be accepted.
5.0 ESTIMATES
5.1 Vendor shall be required to provide written or electronically produced estimates to
PMD Fleet personnel before the start of any work. The estimates must be emailed to
the PMD Fleet employee(s) and/or PMD Fleet facility location which requested the
services to be completed.
5.2 Estimates shall be approved and authorized by PMD Fleet personnel in writing via
email with the purchase order number prior to work being performed.
5.3 Original invoices submitted to the City for work performed cannot be greater than
initial estimate provided unless approved by City PMD/FLEET in writing. If during the
course of the originally estimated repairs, it is noted that further repairs will be needed,
a revised estimate must be prepared by Vendor for the additional work.
5.4 If City vehicle or equipment is serviced by a Vendor for warranty work, an estimate
provided by the Vendor to the City shall state `Warranty Service'.
Page 4 of 13
5.5 All estimates provided by Vendor will be quoted on `time and materials' basis,
adherence to the agreed upon contract rate(s) and itemized to illustrate the cost of each
of the following, if applicable to the service or work performed:
5.5.1 Cost of part(s) to be installed.
5.5.2 Cost of labor to perform repair and/or installation; itemized by number of labor
hours per labor line.
5.5.3 Inspection/Diagnostic fees.
5.5.4 Shop fees
5.5.5 Environmental/Hazardous disposal material fees
5.5.6 Extended warranties, if optioned.
5.5.7 Transportation fees, if any, for pick-up or delivery.
6.0 INVOICES
6.1 It is the responsibility of the Vendor to get the name of the responsible person,
telephone numbers and address of the department at the time the service is requested.
The requesting department is required to issue a purchase order number to the Vendor
during this process.
6.2 A properly prepared invoice shall be computer printed and shall include the Vendor's
name and federal tax -identification number, invoice number, address, date, service or
item description, unit price, extended cost, City -issued purchase order and release
number. The invoice shall also include the vehicle identification number of the vehicle
serviced. Incomplete or inaccurate invoices may result in delaying payments, as they
shall be returned to the Supplier for correction and re -submittal. All freight will be
F.O.B. Fort Worth. The City of Fort Worth will not pay shipping costs, off-loading or
handling charges associated with orders.
6.3 Invoices shall be paid in accordance with State law. Payments will be made on a Net 30
days basis from date invoice is received.
6.4 The Vendor should submit all invoices via email to City of Fort Worth, using this email:
Supplierinvoiceskfortworthtexas. gov
Page 5 of 13
1 *114: 110 1 &
Triad Marine & Industrial Supply, Inc.
4b- 1155FM518 Keivah,Texas 77565
February 15, 2023
City of Fort Worth
4100 Columbus Trail
Fort Worth, TX 76133
Re: Triad Labor Rate and Parts, Discount.
To Whom it May Conrern,
Please be advised that the hourly labor rate for Triad Marine is currently $150.00.
All parts will be discounted 20% off of any current retail pricing. In the event any
changes are made to our policy, The City of Fort Worth wili be notified
accordingly.
Should you have any questions or need fur-ther information, pleas e do not hesitate
to contact ine.
Best reaards,
WC
Tina L Miller
Vice President
Phone: (281) 33-4-0915
Page 6 of 13
EXHIBIT C
MNA,C,W
1371LARMO
fflj&md.w&mw
,13111.iar�v 1C 2022
Suhiect- Authodzed Zodiac Milpro Dealer from Zodiac of North America
To Whom it Ma- Concern:
.6"
This letter is to inform you that Zodiac MilPro recognizes Triad Marine & Industrial Supply
as the on1v contracted and atdhonzed Militar,.., and Professional Dealer and Service Facility
I
in the State of Texas. Tdad Marine is a dealer -j.,ith more than 30 years' experience and Is
amongst, the most highly qualified in all of the United States.
Triad Marina is located at 1165, FM 518, Kemah, TX 77565, 28,1-334-08,15.
AJ I inquiries for purchase, warranty and service from the State of Texas --NI I I be processed
through Thad Marine. Zodiac M I IP ro does not process any orders directly from these
markets In Texas and will send all purchase orders for sales, training, service or warranty
exclusively to Triad h1anine.
We appreciate your attention to our products and -ove look for -ward to your C011tinLI&d
support. Should you require any addftlGnal information please feel free to contact us.
This letter is currently effective until January 31 2024.
Regards,
Franck. Palomba- Managing Director, ZNA USA
mob.- +1410 986 5167
Page 7 of 13
EXHIBIT D
FORT WORTH
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 for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department:
Name of Contract Manager:
Department's Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item/service
CSC or Purchase Order #:
Amount:
Projected M&C Date:
How will this item or service be used?
Zodiak Mil Pro rescue boats for Fire
Property Management Department — Fleet Division
Brad Hunter
Christopher Austria
El
$30,000 Yearly
Triad Marine
Yes ® No ❑
ccc s?nni
$34,000
n/a
Repair, maintenace and or services of SpecialitX
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No X
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division:
Page 1 of 4
Section 2: Claimed 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 Primer for detailed
information about common exemptions:
[] A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
[] A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
A procurement for personal, professional, or planning services;
[] A procurement for work that is performed and paid for by the day as the work
progresses;
[] A purchase of land or a right-of-way;
[] Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
[] A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
[] A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
[] Personal property sold:
• 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;
R Services performed by blind or severely disabled persons;
F-I Goods purchased by a municipality for subsequent retail sale by the municipality;
[] Electricity; or
Page 2 of 4
R Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Section 3: Claimed Sole -Source Exemption and Justification
NOTE - For any non -sole -source exemption, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Vendor supplied Sole Source letter from the Manfacturer
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Did you attach a sole source justification letter? ® Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
Page 3 of 4
These are inflatable rescue style boats manfactured by Zodiak Mil Pro that Fire has utilized for
many years. These are used in high water and water style rescues during catastrophic events,
easy. t�portewd and rapid deployment. They are unique in style and built to CFW Fire
specifications for rescue response. The Zodiak Mil Pro boat has patented compartments
separated by watertight partitions making the boat retains its buoyancy and remains conceptually
unsinkable when fully loaded, even with a deflated compartment.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? M Yes ❑ No.
Was there anything attached to this form that was relied on in making this determination?
M Yes ❑ No.
If yes, please explain: The Department provided a sole source letter.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? [] Yes M No.
If yes, please explain: N/A
Will the standard terms and conditions apply?
Will the contract require special terms?
Will the contract require review by the department attorney?
Approved By:
��
te ato-Mensah
' tant City Attorney
7 Yes
F-1 No.
[] Yes
7 No.
M Yes
F-1 No.
Date: 3/6/2023
Page 4 of 4
EXHIBIT E
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
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.
!J Name of vendor who has a business relationship with local governmental entity.
Triad Marine & Industrial Supply, Inc.
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.
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?
F7 Yes F1 No
1J 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).
7
23 Feb 2023
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at 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 1/1/2021
IN WITNESS WHEREOF, the City and Vendor have executed this First Amendment and
Restatement to be effective on April 4, 2023.
CITY OF FORT WORTH:
By: Dana Burghdoff(Aug ,2023 4C
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Aug 19, 2023
APPROVAL RECOMMENDED:
By: �z1�
Name: Ricardo Salazar II
Title: Interim Property Management Director
ATTEST:
By: (J
Name
Title:
Jannette S. Goodall
City Secretary
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Triad Marine & Industrial Supply, Inc.
By:
--7',- �r� -�
Name:
Tina L. Miller
Title:
Vice President
Date:
08/14/2023
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.
DBhLS GAr(Wa
By: Denise Garcia (Aug 15, 2023 09:02 CDT)
Name: Denise Garcia
Title: Purchasing Manager, PMD
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title:
Jeremy Anato-Mensah
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
First Amendment & Restatement of City Secretary Contract No. 59188 Page OFFICIAL RECORD
Triad Marine & Industrial Supply, Inc. CITY SECRETARY
FT. WORTH, TX