HomeMy WebLinkAboutContract 61020City Secretary Contract No. 61020
FORT WORTH,
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and FarrWest Environmental Supply Inc.
("Vendor"), a [Corporation], acting by and through its duly authorized representative, each individually
referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Verification of Signature Authority Form.
Exhibits A, B and C, 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 or C 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 will provide the City with a 3 Day training for the Red Wave
Threat ID ("Services"). Exhibit "A," - Scope of Services more specifically describes the services to be
provided hereunder. Vendor will perform the Services in accordance with standards in the industry for the
same or similar services. In addition, Vendor will perform the Services in accordance with all applicable
federal, state, and local laws, rules, and regulations.. If there is any conflict between this Agreement and
Exhibit A, the terms and conditions of this Agreement control.
2. Term. This Agreement will begin on the date signed by the Assistant City Manager
(`Effective Date") and will expire one year after ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew
this Agreement under the same terms and conditions, for up to four (4) one-year renewal options.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement
and Exhibit "B," — Price Schedule, which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Twenty -Five Thousand dollars ($25,000.00)
annually. Vendor shall not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
4. Termination.
OFFICIAL RECORD
CITY SECRETARY
Professional Services Agreement FT. WORTH, TX Page 1 of 14
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4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 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. RiLyht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
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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 subcontractors. Vendor acknowledges that the doctrine of respondent superior
shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers,
agents, employees, servants, Vendors and subcontractors. 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 subcontractor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subcontractor 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 subcontractors.
8. 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
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) 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, CONTRACTORS, SUBCONTRACTORS, 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
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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 Subcontracting.
9.1 Assignment. 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
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
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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):
$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
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
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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.
11. 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,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
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
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
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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:
FarrWest Environmental Supply, Inc.
108 Commercial Place
Schertz, TX 78154
Facsimile: 210-566-1897
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 party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein 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 Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
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Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The form
of notice required by this section will be the same as Section 13.
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
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.
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 its attached exhibits, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
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
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(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. Signature Authoritv. Each person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Companv 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 Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
31. Prohibition on Bovcottinu Eneri!v Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, 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. To the extent that Chapter 2276 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 Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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
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trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
,Dana r"'Whb#
By: Dana Burghdoff (Feb 202410.31 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Feb 27, 2024 20
APPROVAL RECOMMENDED:
By: J s Davis (Feb 27, 202410:02 CST)
Name: Jim Davis
Title: Fire Chief
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
1 ►1��
FarrWest Environmental Supply, Inc
By:
Name: Matt Mever
Title: Sales Mana er
Date: tab _ . 20 a4{
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.
By:
BFeb 27, 2024 09:41 CST)
Name: Brenda Ray
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name
Title:
Andrea Phillips
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
Vendor will provide a 3-day training for the Red Wave Threat ID. This training will cover CBRNE
detection equipment and sampling evolutions. The total cost is $6550.00. The First day is $2850.00 Day
2 and 3 are $1850.00. There will be 12 students per day.
This class will be a scenario -based training session designed to guide the student through the process of
testing samples utilizing multiple technologies and methods. Samples provided will test multiple aspects of
detection and identification to potentially identify limitations in equipment. The hazardous materials
product sampling class will be a scenario -based training session designed to guide the student through the
process of testing samples utilizing multiple technologies and methods. Samples provided will test multiple
aspects of detection and identification to potentially identify limitations in equipment and how students can
incorporate multiple technologies to overcome these unresolved discrepancies. These technologies may
include wet chemistry, colorimetric tests, gas detection sensors, RedWave ThreatID infrared identification
(FT-IR), Raman identification, ion mobility spectrometry (IMS) and gas chromatography/mass
spectrometry (GC/1\4S), depending on the agency's equipment cache. This decision tree style of analysis
will assist in identifying a sampling strategy to detect and identify even the most potent unknown samples.
This scenario -based session will utilize a scientific based approach as to the classification and identification
of materials in order to assist the participants in analyzing and interpreting detection results. Using the facts
and science, and given the circumstances associated with their risk -based response and decision -making,
they will be able to produce confirmatory results from multiple analytical tests.
Professional Services Agreement Page 12 of 14
0 FARRWEST
108 Commercial Place
Schertz, TX 78154
Ph:210-566-IS57
Fax'_10-566-1S97
EXHIBIT B
PRICE SCHEDULE
Estimate
Date Es;ma;e
111302023 15406
FORT WORTH FIRE DEPT
XIATT OTEY
joseph-otey it forteorthtexas.eoe
(817) 392-65S9
P.O_ No_
Item Description
FAV-SAMPL-08 FARRWEST TR MN- G- CBR:NE DETECTION EQUIPMENT
TECHNOLOGIES AND SANfPLLNG CLASS, I -DAY, MRS
Ft6'-SAMPL-08 FARRWEST TRAINING- CBRNE DETECTION EQUIMIENT
TECIVOLOGIES AND SADiPLIs*IG CLASS, I -DAY, MRS
***ADDITIONAL CONSECUTIVE TF-4INMG DAYS FOR
SHIFT 2 & 3***
***HGAC PRICING- CONTFI.CT=EP 11-20 ***
It's been a pleasure work= with }»u!
Phone;- Fax #
I210-566-1S`57 210-566-1907
Rep ProjectlEvent
MM
ay Cost Total
1 2,850.00 2.S50.00
2 1,850.00 3.700.00
Subtotal $6,550.00
Sales Tax (0.0%) $0.00
Total $6,550.00
Web Site
wuzs•.farreest.com
Professional Services Agreement Page 13 of 14
City Secretary Contract No.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
FarrWest Environmental Sun_vly_ , Inc.
108 Commercial Place
Schertz, TX 78154
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: I v' Aye l
Position: �Q1 V�O'kau C
Signature
2. Name: mils
Position: C
Signature
3. Name:
Position:
Signature
Name:
Signature of Presiden CEO
Other Title:
Date: �/� ��Zy
Professional Services Agreement Page 14 of 14