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Contract - Gear Cleaning Solutions, LLC - 11/12/2020CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF FIREFIGHTER TURN0LJT GEAR CLEANING, INSPECTION AND REPAIR SERVICES WITH. GEAR CLEANING SOLUTIONS, L.LC THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF'"'ILLIAMSON § That this Agreement for firefighter turnout gear cleaning, inspection and repair services I.-, z_n (TC-(`errcd to herein as the "Agreement") is made and entered into on this the day of ')01) )UND ROCK, TEXAS, a month of WN NO2.0_1 20.4- � by and between the CITY OF R( home -rule municipality whose offices are located at 2_,',21 East Main Street., Round Rock, Tcxas 78664 (referred to herein as the "City"). and GEAR CLEANING SOLUTIO\S, LLC, whose offices are located at.2.2.2.1 -\4anana Drive, Suite 190, Dallas, Texas 75-.'2..20 (referred to herein as the "Services Provider") RECITALS: WHEREAS, City desires to have Services Provider proN.ride firefighting turnout gear cleaning, iii.specdon and repair sen;ices,- and WHEREAS, expenditures that are for procurement of items from 0111y One source are exempt from competitive bidding requirements pursuant to Section .,2521.0A2.2,. of the Texas Local Gov,crnmcnt Cade; and WHEREAS., the City has determined that Services Provider is a sole source provider for these services; and WHEREAS, tfic panics desire to entcr into this A,grcenicnt to set fort-h in writing thc1i, *%. I - respectiv % rights, duties, and obligations., NONN', THEREFORE, WITNESSETH: That for and in consideration of the niu.tual promises contained herein and other good and vultiable consideration. the rc;,6-.cipt and sufficiency of which are hereby acknowtedged,, the parties mutually aaree as follows: 4 � - 1.01. DEFINITIONS A. Agreement means the binding legal contract between City and Services Provider t) -, whereby City agrees to b1,11v specified services and Services Provider is obligated to provide said services. 0 0 4_`, 52 4 77f 'ss 2 Ke 24:2.0 Be City means the City of Round Rock, Williamson and Travis Counties, Texas., C. Force Vlajeure means acts of God, strikes, lockouts, or other industrial disturbances, acts oi' the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority., insurrections, riots, epidemics, landslides, lightning, earthquakes, Tres, hturricanes, slorm5, []oocts, restraint of the ni 9overncnt and the people, civil disturbances, explosions, or other causes not reasonably within the control of the parry claiming such inability. Do Services mean the,.. specified services herein or in the attached exhibit(s). E. Services Provider m.eails Gear Cleaning Solutions, LLC, its successors or assigns.. 2.O1. EFFECTIVE DATE, DURATION, AND TERM A. This Agreement shall be effective on the date it has been signed by both parties 40 hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated as set forth herein, B. The term of this Agreement shall be for sixty (60) months from the effective date hereof. Co City reserves the righ' t to review the Services Provider's Perfonnance at any tl*me i4,and may elect to teminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT AND EXHIBIT-S 00 The services which are the subject matter of this Agreement are described in Exhibitit 160A150,I *CPand theY %# %W.-*are ftilla -Part ofthiee- .s ARrment as if .eated herei.nin full. Exhibit "A"" andpages one 1) throughnine of this agreement, comprise the total Acement.t)w.Agreement. 4.01 ITEMS A. T'he services which are the subject matter of this Agreement are described generally in the attached Exhibit 06A,!" Be This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. C. Services Provider shall satisfactorily provide all items described in Exhibit "A" within the con -tract term specified. A change; in any tern of this Agreement, -must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 9.01 herein. 5*0 1 COSTS A. City agrees to pay foa• services and/or supplies during the term of this Agreement at the pricing set forth at in Exhibit "A." Services Provider specifically acknowledged and agrees that City is not obligated to use or purchase any estimated annual quantity of services. Only if and when needed by City, the costs listed, on. Exhibit "A" shall be the ba,is of any charges collected by Services Provider. B. The City shall be authorized to pay Services Provider a total amount not -to - exceed Tw-o Hundred Sixty -Six Thousand Seven Hundred Forty and 10/100 Dollars ($266,740.10) for the term. of this Agreement., 6.01 INVOICES 40 1b All invoices shall. include, at a minimum, the following information,, A. Name and address of Senrices Provider; B. Purchase Order Number; ('. Description and quantity of items received; and Do Delivery dates. 7.01 N*ON-APPROPRIATION AND FISCAL FUNDING This Aareeinent is a commitment o-f C-Ity's current revenues ontly, ttis understood and areed that CI*ty shall have the r-reemene enan9 9 yi ht to terminate this A t at thd of City fiscayl ear ilftw if the governing body of City does not appropriate funds sufficient to purchase- the services as determined by City's budget for the fiscal year in question. City may effect such termination by &nving Services Provider a written notice of termination at the end of its then current fiscal year. S.Ol PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code-, any payment to be made by City to Senrices Provider will be 'made within thirty (30) days of the date City receives goods -under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Services Provider may charge interest on an overdue payment a.t the "rate in e('f:ece" on September I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A_, Tcxas Government Code, Section 2251.025(bl. This Prompt Payment, Policy does not applytopayments made bv Ci in the, event, ty so A. There is a bona tide dispute between Ci*ty and Servi'ces Provi'der, a contractor, subcontractorl, or supplierabout the goods delivered or the service performed that causes the payment to be late-,: or B. There is a bona tide dispute between Services Provider and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late;or a C. The terms of a f'cderal contract, grant, regulation, or statute prevent C.Ity- -f-jrom 41making a timely payment wt*th federal funds;or in D* The invoice is not mailed to City strict accordance with any instruction on the purchase order relating to the -payment. 9.01 SUPPLEMENTAL AGREEMENTS The ternls of th-l's A.Ueemeiat may be modified by wri*ften Supplemental Agreement.heretoI YCitydul authorizedbyCityCouncil or the Cityifthe v determines that there. has been a significant change in. (1) the scope, complexity, or character of the services to be performed; (2) the costs of the work* or (3) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the teen of this Agreement. Services Provider shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Services Provider shall make no claim for extra. WOTk done or materials ftimi*s'hed unless and unt1*1 there 1*s full executi"on of any Supp,not responsibleemental Aa-reement and the CitY. S for actionsby Services Pr(",)vidcr nor for any costs incurred by Services Provider relating to additional work not directly authorized by Supplemental Agreement. �33�t[BES' 10.01 G�TUITtESRAND Citymay, by wrt"tten nobice to Senli.ces Provider, cancel this Agreem,ent wl^thout incurring any liability to Services Provider if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or representatives to any City officer, employee or elected representati*ve with respect to the performance. of this Agreement. In addition, Services Provider may be subject to penalties stated in Title 8 of the Texas Penal Code. 11.01 TAXES City is exempt from Federal Excise and State Sales Tax* therefore, tax shall not be included in Services Provider's charges. 12.01 Services 'Provider shall meet al1 City of Round Rock'InSUrance Requirc;menis at, set htt-p:,//w�v-Nv.round-rocktexas,._eov* -content/up1oads/,';1.() I 4/12/*corr insurance 07.2011?.pdf: 13.Q1 CITY'S REPRESENTATIVE City Vherebdesignates the following representative authori*zed Lo act in its behalf with re9ard to Charles Dittman Assistant Fire Chief' 203 Commerce Boulevard Round Rock(, Texas 78664 512-6? 1 -2776 14.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in Good fai*th3 has reason to question the other pariy's intent to perform hereunder, then demand -may �made to the other party for written is a.assurance of the 'intent to perform. In the event that no written assurance given within the reasonable time speci-Fied when demand is made, 'then and in that event the demanding party may - treat such failure as an anticipatory repudiation of this Agreement,, 15.01 DEFAULT If Services Provider abandons or defaults -under this Agreement and is a cause of City purchasing the specified goods anti services elsewhere, Services Provider agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re -advertisement of the senli*cc- and that it maY not be consideredd inn t�'ttture bids for the same. tyne o-f-workunless the scope of work is significantly changed. Services Provider shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; Bo Fails to provide adequate assurance of performance under the "Right to Assurance" section. herein; or C , :Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 16001 TERMINATION AND SUSPENSION A. The City has the right to terminate this Agreement, in Whole ar in part, for (30) days' writtento the Services convenience and without cause, at any ti*me upon thirty Provider. Be In. the event of any default by Servi*ces Provl*der. C-ity has the right to terminate 10this Aoreement for cause, upon ten (10) days" written notice to Services Provider.41MA C. Services Provl*der has the iight to termi*nate thl*s Agreement only for cause, that Isin 6 being the event of .material. and breach by upon one hundred and. twenty & 0 to days' wrl'tten noticeto Cityor by mutual agreement to terminate evi*denced i*n writing by,(1?0') and between th.e parties. D. In the cvf;nt Cify terniinates under subsection-s (A.) or (B) o.-F this section, t-b.c followinay shall aPP..Y1 4*0Lipon City's deli -very of the referenced notice to Services Provider, Services Provider shall discontinue all Services in connection. with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts 'insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such n.oiice of termination, Serviczs Provider shall submit a statement showing in detail the Services satisfactorily performed Linder this Agrccincnt to the date of termination. City shall then. pay Services Provider that portion of the charges if tjnd1*SPUted. The parti*es agree that Servi*ces Provider is notentitled to compensation for Services it would have performed under the remaining term of the tlgreement exce-.&.d&P Pt as rovided herein. 17.0! INDEViNiFICATION its Services Provider shall de -fend ('at -the option of City).. indemnify, and hold City, successors., assigns, officers, employees and elected officials harmless from and against all suits, actions, legal -proceedings, claims, demands, damages, costs, expenses, attorneys fees, and- any - and all other costs or fees arising out o(; or iYlcident to, concerning or resulting from the negligent or will-ful acts or omissi*ons of Services Provt*der, or Services, Provl*der's agents, emYeesP.0Ioor subcontractPors, in the er-f-ormance of Serviccs Provider's obobligations under this Agreement, no matter how, or to whom, may such loss occur. Nothing herein shall be deemed to limit the rights of City or Services Provider (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 18.01 CO.MA.PL1A-N._CE WITH LAWS, CHARTER ��1D ORDINANCES A. Services Provider, its agents, employees and subcontractors shall use best efforts to comply yvith a]-] applicable federal and state laws, the Charter and. Ordinatzces of the City of Round Rock, as amended, and with all 1pplicable rules and regulations promulgated by local, siaie and rational. boards, bureaus acid agencies. B. *fn accordance with. Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written veriCcation from the company that ii: (1) does -not boycott Isa•ael; and (2) will not boycott Israel and will not boycott Israel during the term of. this contract. The signatory executing this Agreement on behalf of Services Provider verifies Seiti�ices Provider does not boycott Israel and will not boycott Israel during the term of this Agreement. M 19.Q1 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall �vrittf;n assign., s*ubl.et or ttsatisf anyI*n thi.s Agreeitlent witliout prior . other Party,, 2U.U1 NOTICES All notices and. other communications in connection Lvith this Agreement shall be in writing and shall be considered given as follows: 1. When delivered to the address as stated in this Agreement; or 2. Three (3) days after being deposi*ted i*n the LTni'ted States mail, wl*th postage prepaid to the -recipient's address as stated in this Agreement,, Yotice to Services Provider: Gear Cleaning Solutions 2221 Manana Drive, Suite 190 Dallas, TX75220 yotice to City: LaLirie Hadley, City Manager 221 Fast Main. Street Round Rock., TX 78664 Stephan L. Sheets, City Attorney AND TO, 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Services Provider. 21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE I This Agreemen! shall. be enforceable Round Rock., Texas, and if legal action IS necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue Cor same shall lip -in Williamsozi County,Texas. This Agreement sha]_1 be governed by and construed in accordance with the laws and court decisions of the State of Texas. 22.01 EXCLUSIVE AGREEMENT This document, and. all appended documents, constitutes the entire Agreement between Senrices Provider and Ciiy. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing,duly authorized by action of the City Manager or City Council,, 7 23.01 DISPUTE RESOLUTION City and Services Provider hereby expressly agree that no claims or disputes'bet-Nveen the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitrltion proceeding, including without limitation, any, proceedingtinder the Federal Arbitration Act (.9'U'SC Section 1-14) or any applicable state arbitration statute. 24.01 SE`'ERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any otherportion or provision of thls A�r eement. AnYvoid provision shall be deemed severed from thi*s A reement, and the balance of thl*s Agreeineut 9 shall be constt-ued and enforced as if this Agreement did not contain the particular poilion or provision held to be void. The Per agreearties farthto amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The pro�risions of thi*s secti*on shall not -prevent this entire Agreement from rovivost6on w beisna id should ahich i's of the essence of this Agreement be determined to be %._1 P void. 25.O1. MISCELLANEOUS PROVISIONS Standard of Care.. Services Provider represents that it enipluys trained, experienced and competent persons to perform. all. of the. Services, responsibilities and dutt"es specified herein and that sucli Services resPonsibi*ti*ties and duties shall'be.performed in a. manner according to generally accepted industry Practi*ces. Time is of the Essence, SenTices Provider understands and agrees that time is of the essence and that any failure of Services Provider to fulfill obligations for each portion of this Agreeillent within the agreed timefrarnes will constitute a material breach of this Agreement. Services Provider shalt be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Services Provider's failure to perforni in these circumstances, City may pursue any remedy available without waiver of anyCity'sof legaladditional rights or remedies. Force Viajeure. Neither City nor Services Provider shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as deCned hcrein. 'However, -notice of s-ucfi. i*mpediment or delay i*n perforniance must be ti*mely at*venIand all reasonable efforts undertaken to mi*b6gatel"ts effects, Z:� Multiple Counterparts. This Agreement may be executed in multiple counterparts,, any one of which. shall be considered an original of this docuanent; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] IN ANITNESS WHEREOF, City and Ser-vices Provider have executed this AUeement on the dates indicated, A_ CITY OF OUM R CK) TEXAS By: Printed Nam &I Title: MA 1A Date Signed: J• ATTEST: Sara L. White, City Clerk FOR I V, APPRO - NrED AS TO FORM: IN pa Stephan _P_ Sheets, City Attorney 9 GEAR I G _"OL ONS, LLC By: Printed Npme: Rt cK AbV&%n Titic- _.f_ I I i8m (At*wf -0 Uw IM, Date Signed: (I / 11 /01_0 Price Sheet FIREFIGHTING TURNOUT GEAR INSPECTION, CLEANING, AND REPAIR SERVICES The Respondent represents by their signature below that they are submitting a binding offer. Special Instructions: All prices must be quoted. No. Description Estimated Quantity Unit Unit Cost nX Extended Total 1 Advanced Cleaning Coat 300 EA $26.00 $7,800.00 2 Advanced Cleaning Pants 300 EA $26.00 $7,800.00 3 Advanced Cleaning Helmet 175 EA $6.00 $11050.00 4 Advanced Cleaning Boots (rubber or leather) 175 EA $6.00 $1,050.00 5 Advanced Cleaning Gloves 175 EA $3.00 $525.00 6 Advanced Cleaning Hood 300 EA $3.00 $900.00 7 Decontamination - Coat 30 EA $82.50 $2,475.00 8 Decontamination - Pants 30 EA $82.50 $2,475.00 9 Decontamination - Helmet 10 EA $12.50 $125.00 10 Decontamination - Gloves 10 EA $6.25 $62.50 12 Decontamination - Boots 10 EA $12.50 $125.00 13 Decontamination - Hood 40 EA $6.25 $250.00 14 Biological Disinfection - Coat 10 EA $82.50 $825.00 15 Biological Disinfection - Pants 10 EA $82.50 $825.00 16 Advanced Inspection Outer Shell Coat 300 EA $0.00 $0.00 17 Advanced Inspection Outer Shell Pants 300 EA $0.00 $0.00 18 Advanced Inspection Moisture and Thermal Liner Coat 300 EA $15.00 $4,500.00 19 Advanced Inspection Moisture and Thermal Liner Pants 300 EA $15.00 $4,500.00 20 Coat Repairs Rivets (each) 25 EA $5.50 $137.50 21 Coat Repairs Zipper 25 EA $66.34 $1,658.50 22 Coat Bartack 300 EA $5.65 $1,695.00 23 Moisture Seam Tape 500 EA $1.47 $735.00 24 Thermal Patch (per sq. inch) 1000 EA $2.00 $2,000.00 25 Coat Repairs Pocket reinforcement or replacement 50 EA $22.85 $11142.50 26 Coat Repairs Collar Material 50 EA $5.00 $250.00 27 Coat Repairs Wristlets (Each) 50 EA $12.00 $600.00 28 Coat Repairs Hole Repairs 50 EA $13.92 $696.00 29 Coat Repairs Hanging Hook 10 EA $1.00 $10.00 30 Coat Letters Replace (per letter) 10 EA $4.00 $40.00 31 Velcro Repairs (per inch) 1000 EA $1.23 $1,230.00 32 Pants Repairs Rivets (each) 25 EA $1.00 $25.00 33 Pants Repairs velcro one side fly (Crotch) 50 EA $13.53 $676.50 34 Pants Repairs Leather (Knees) 12 EA $30.96 $371.52 35 Pants Repairs Pockets or Pocket Reinforcement 24 EA $22.85 $548.40 36 Pants Repairs Snaps/Buttons 20 EA $1.00 $20.00 37 Reflective Tr'lm Coat/Pants (per Inch) 500 EA $1.23 $615.00 38 Pants Repairs Hole Repairs 50 EA $13.92 $696.00 39 Advanced Inspection Helmet 175 EA $4.00 $700.00 40 Advanced Inspection Boots (rubber or leather) 175 EA $4.00 $700.00 41 Advanced Inspection Gloves 175 EA $1.00 $175.00 42 jAdvanced Inspection Hood 300 EA $1.00 $300.00 1of2 43 Removal of existing name on back of jacket and install blank Velcro namepatch on back of jacket as needed. 25 EA $18e00 $450eOO 44 Pants Bartack 300 EA $5e62 $1,686000 45 Pants- add padding to knees 30 EA $30e96 $928e8O Annual Total: $53s374022 COMPANY NAME: Gear/Cie ning Solutions, LLC SIGNATURE OF AUTHORIZED REPRESENTATIVE: PRINTED NAME: Rick Johnson (PHONE NUMBER: EMAIL ADD -RE -SS: 214-774-2213 rick@gearcleaningsolutions.com 2of2 CERTIFICATE OF INTERESTED PARTIES FORm 1295 10fl Complete Nos. 1 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos, 1, 2, 31 5, and 6 if there are no interested parties. CERTIFICATION OF FILING i Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2020=672771 Gear Cleaning Solutions, LLC Dallas, TX United States gate Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/29/2020 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. OOOOOOPPE Cleaning Fire Cleaning and Repair of Firefighter PPE Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is Rick Johnson ,and my date of birth is My address is 2221 Manana Drive Suite 190 Dallas TX 75220 USA ow (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Dallas County, Stateof Texas.1-aw -13, , on the 29 day.of SeptembP�j 20 (month) (year) Signature of aut riz agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version Vl,1,3a6aaf7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 10fl Complete Nos, 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos, 1, 21 31 5, and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2020-672771 Gear Cleaning Solutions, LLC Dallas, TX United States Date Filed: 2 Name o governmental entity -- or state agency that is a party to the contract for which the form is 09/29/2020 being filed. City of Round Rock Date Acknowledged: 10/01/2020 g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. OOOOOOPPE Cleaning Fire Cleaning and Repair of Firefighter PPE Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is ,and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of , on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www,ethics,.state,tx,,us Version V1.1.3a6aaf7d