CM-2024-186 - 7/5/2024r
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CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO
LIVE FIRE TRAINING STRUCTURE INSPECTIONS
FIRE SAFETY & INSPECTION SERVICES LLC
THE STATE OF TEXAS
§
THE CITY OF ROUND ROCK
§ KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON
§
COUNTY OF TRAVIS
§
THIS AGREEMENT for professional consulting services related to Live Fire Training
Structure Inspections (the "Agreement'), is made on this 30th day of July , 2024,
by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with
offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the "City"), and FIRE
SAFETY & INSPECTION SERVICES LLC, located at 1818 North 2"' Street, Milwaukee,
Wisconsin 53212 (the "Consultant").
RECITALS:
WHEREAS, professional services related to Live Fire Training Structure Inspections are
desired by the City; and
WHEREAS, City desires to engage Consultant for said professional services; and
WHEREAS, Consultant desires to provide said services to City; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.0 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is t;rminated as provided herein.
B. The term of this Agreement shall commence upon execution and terminate sixty
(60) months from the date of execution.
CM-2024-186
4856-5846-1129;'ss2
C. City and the Consultant reserve the right to review the Agreement at any time and
may elect to terminate the Agreement with or without cause or may elect to continue.
2.0 SCOPE OF SERVICES
Consultant has issued its proposal for services, such proposal for services being attached
hereto as Exhibit "A-1," Exhibit "A-2," Exhibit "A-3," and Exhibit "A-4," titled "Scope of
Services," attached hereto and incorporated herein by reference for all purposes, which shall be
referred to as the Scope of Services of this Agreement and incorporated herein by reference for
all purposes.
Consultant shall satisfactorily provide all services described herein and as set forth in the
Scope of Services. Consultant's undertaking shall be limited to performing services for City
and/or advising City concerning those matters on which Consultant has been specifically
engaged. Consultant shall perform services in accordance with this Agreement in a professional
and workmanlike manner pursuant to the Scope of Services.
3.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumerated in the attached Exhibits.
4.0 CONTRACT AMOUNT
In consideration for the consulting services Consultant shall be paid as follows:
A. Building 41 —A total of $16,477.31 for the term of this Agreement, as set forth in
the attached Exhibit "A- I."
B. Building 43 - A total of $16,477.31 for the term of this Agreement, as set forth in
the attached Exhibit "A-2."
C. Buildine 44 - A total of $16,477.31 for the term of this Agreement, as set forth in
the attached Exhibit "A-3."
D. Consultant's total compensation for consulting services hereunder shall not
exceed Forty -Nine Thousand Four Hundred Thirty -One and 93/100 Dollars ($49,431.93) as
set forth in the attached Exhibit "A-4."
E. This amount represents the absolute limit of City's liability to Consultant
hereunder unless same shall be changed by Supplemental Agreement, and City shall pay, strictly
within the not -to -exceed sum recited herein, Consultant's fees for work done on behalf of City.
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5.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
Should additional backup material be
deliverables, Consultant shall comply promptly.
necessary, Consultant shall make all records and
the City for inspection and auditing purposes.
requested by the City relative to service
In this regard, should the City determine it
books relating to this Agreement available to
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
6.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
https://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.ydf
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the services under this Agreement are completed, or the date the City receives a correct
invoice for the services, whichever is later. Consultant may charge interest on an overdue
payment at the "rate in effect" on September I of the fiscal year in which the payment becomes
overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This
Prompt Payment Policy does not apply to payments made by the City in the event:
(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the service performed that cause the payment
to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the service performed that
causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
8.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may affect
such termination by giving Consultant a written notice of termination at the end of its then -
current Fiscal year.
9.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
10.0 TERMINATION AND DEFAULT
Termination: It is agreed and understood by Consultant that the City or Consultant may
terminate this Agreement for the convenience of the City or Consultant, upon sixty (60) days'
written notice to Consultant or City, with the understanding that immediately upon receipt of
said notice all work being performed under this Agreement shall cease. Consultant shall invoice
the City for work satisfactorily completed and shall be compensated in accordance with the terms
hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall
not be entitled to any lost or anticipated profits for work terminated under this Agreement.
Unless otherwise specified in this Agreement, all data, information, and work product related to
this Project shall become the property of the City upon termination of this Agreement, and shall
be promptly delivered to the City in a reasonably organized form without restriction on future
use. Should the City subsequently contract with a new consultant for continuation of service on
the Project, Consultant shall cooperate in providing information.
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Termination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities which occurred
prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
11.0 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
12.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer -employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
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(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
13.0 CONFIDENTIALITY AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant shall have the right to retain
copies of the Deliverables and other items for its archives. Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. "Working papers" shall mean those documents prepared by Consultant during the
course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
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and exclusive ownership of its know-how, concepts, techniques, methodologies, ideas, templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the
extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
exclusive, non -transferable, royalty -free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
City shall have a non-exclusive, non -transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to
the extent that they form part of the Deliverables.
14.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industrial standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this representation.
15.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's reasonable
satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the
cure period set forth herein, then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
Neither party's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
16.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents, or employees.
17.0 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 may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
18.0 LOCAL, STATE, AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
19.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (I) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
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of this Agreement.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No1100 Dollars ($100,000.00) unless the contract
has a provision verifying 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 signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
D. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and Noi 100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies during the term of this Agreement.
20.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
21.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Jennifer Patton
Administrative Manager, Fire Department
203 Commerce Boulevard
Round Rock, TX 78664
(512) 218-3296
ipatton(i4oundrocktexas. gov
22.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
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(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Fire Safety & Inspection Services, LLC
1818 North 2„ d Street
Milwaukee, WI 53212
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephanie L. Sandre, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
23.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE
This Agreement shall be enforceable in 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 for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
24.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any convict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
25.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
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Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
26.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to 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 provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
27.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
28.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
29.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
30.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
Project schedule may constitute a material breach of the Agreement.
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Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
with one fully executed original.
[Signatures on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By:
Printed Name: Laurie Hadley
Title: City Manager
Date Signed: 07/30/2024
For City, Attest:
By:
Meagan Spinks, City Clerk
For City, Approved as to Form:
By:
Stephanie 1—sandre
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Stephanie L. Sandre, City Attorney
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Fire Safety & Inspection Services LLC
By: Avid 'fi-anre-- - --
Printed Name: Daniel Frame
Title: Consultant
Date Signed: 06/18/2024
Exhibit "A-1"
TY Q
SECTION
VICES
FEBRUARY 22.2024
Mike Boyd, Battalion Chief
Round Rock Public Safety Training Center
2801 N Mays St
Round Rock, TX 78665
O 1818 N 2nd St, Milwaukee, Wl 53212
773.746.4000
u info@FireSafetylnspect.com
® FireSafetylnspect.com
Contract for NFPA 1403 Compliant Live Fire Training Structure Evaluation Services - BLDG 41
Between: Fire Safety & Inspection Services LLC ("Contractor") and Round Rock Public Safety
Training Center ("Client")
1. Duration and Term:
This Agreement outlines the terms for a Five Visit Annual Evaluation Contract, under which the
Contractor will provide evaluation services to the Client for a total of five visits. These services will be
conducted annually, with one visit per year, starting in the year 2024 and concluding with the final visit
in the year 2028.
SERVICE PROPOSED FIVE-YEAR
VISIT SCHEDULE EVALUATION
1
2024
2
2025
3
2026
4
2027
5
2U2#1
The Contractor assures the Client of its commitment to fulfill this Agreement in its entirety. This
includes conducting all scheduled Annual Evaluations, as well as a more comprehensive Five Year
Evaluation during one of the annual visits, in accordance with the requirements of the National Fire
Protection Association (NFPA) standards. The specific year for the Five -Year Evaluation will be
determined in alignment with the established annual schedule and will be based either on the date of
the last Five -Year Evaluation or, in the absence of previous evaluation history, on the year of the
structure's construction.
Under this Agreement, the Contractor guarantees it will not unilaterally cancel the contract or fail to
perform any of the scheduled evaluations, including the comprehensive evaluation, unless prevented
by circumstances beyond its reasonable control, as outlined in the 'Force Majeure' clause.
E/
Exhibit "A-1" C
RRPSTC FEBRUARY 22, 2024
BUILDING 41 -TOWER
The Contractor recognizes the critical importance of these evaluations in maintaining compliance and
operational integrity of the Client's facilities. The Contractor is dedicated to ensuring that all contracted
services are delivered as per the agreed schedule, upholding the standards of service and reliability
that Fire Safety & Inspection Services LLC represents.
2. Scope of Work:
This Agreement pertains to the evaluation services provided by the Contractor for the Live Fire Training
Structure, identified as BUILDING 41, ( The Tower Structure), located at 2801 N Mays St, Round
Rock, TX. In compliance with NFPA 1403 standards, the Contractor agrees to perform successive
evaluations of the Client's Live Fire Training Structure, adhering specifically to Chapter 7 for Non -Gas -
Fired Live Fire Training Structures.
Our evaluation process aligns with the following NFPA 1403, Chapter 7 standards for Non -Gas -Fired
Live Fire Training Structures:
Applicable NFPA 1403 Compliance Standards:
7.2.5*: "The structural integrity of the live fire training structure shall be evaluated and documented
annually by the building owner orAHJ."
7.2.5.1: "if visible structural defects are found, such as cracks, rust, spalls, or warps in structural
floors, columns, beams, walls, or metal panels, the building owner shall have a follow-up evaluation
conducted by a licensed professional engineer with live fire training structure experience and
expertise or by another competent professional as determined by the AHJ. "
7.2.6*: 'The structural integrity of the live fire training structure shall be evaluated and documented
by a licensed professional engineer with live fire training structure experience and expertise or by
another competent professional as determined by the AHJ at least once every 5 years or more
frequently if determined to be required by the evaluator.
7.2.8*: "Part of the live fire training structure evaluation shall include, once every five years, the
removal and reinstallation of a representative area of thermal linings (if any) to allow inspections of
the conditions hidden behind the linings".
Building upon the requirements set forth in NFPA 1403, Chapter 7, we further define the specific types
of evaluations provided under this contract as follows:
Evaluation Types Defined for this Contract:
• Annual Evaluations: These regular, yearly evaluations include a visual and limited functional
inspection of the structure's critical elements as specified. They entail documentation of any
observable damage and defects to applicable components, as required by NFPA 1403. By
performing these evaluations, the Contractor would have fulfilled the need for a separate follow-up
evaluation as specified in NFPA 1403, 7.2.5.1. This approach ensures that the evaluations comply
2of10
Exhibit "A-V
RRPSTC FEBRUARY 22, 2024
BUILDING 41 -TOWER
with the standard requirement and also proactively address any issues that would typically
necessitate additional follow-up inspections.
• Five Year Evaluation: As part of the contract, one of the Annual Evaluations will be extended to
comply with NFPA 1403, Chapter 7, requirement 7.2.8. This involves the removal and reinstallation
of thermal linings, if present, to inspect conditions typically hidden from view. This comprehensive
evaluation is conducted once within the contract span.
The evaluation process for both Annual and Five -Year Evaluations includes a comprehensive review of
the training facility. This includes a visual evaluation of critical structural elements, such as the building
frame, structural floors, walls, metal panels, stairs, platforms, railings, handrails, specialty anchors like
rappelling rings, and ladder frames. Visual and functional inspections are performed on moving
components such as, doors, roof scuttles, and shutters, to verify their operational integrity. The process
also involves assessing the condition of burn room linings and lining anchors, where present, as part of
evaluating the overall structural integrity of the facility.
In situations where the removal of panels or linings is necessitated during an Annual Evaluation due to
significant damage, or when the evaluator deems a more comprehensive inspection akin to a Five -Year
Evaluation is required, such an evaluation will be reclassified as appropriate. The Contractor will notify
the Client of this reclassification, detailing any necessary adjustments to the schedule of subsequent
evaluations. For instance, if panel removal and reinstallation occur during an Annual Evaluation in an
earlier year than the originally scheduled Five Year Evaluation, the Contractor will adjust the evaluation
schedule to reflect this change. In this scenario, the year in which this comprehensive inspection
actually took place will be considered the new benchmark for scheduling subsequent Five Year
Evaluations. If there arises a need for another Five -Year Evaluation within the same contract period, the
Contractor will work closely with the Client to determine the best course of action. This collaboration
will ensure that the evaluations are conducted in compliance with NFPA 1403 standards and that the
scheduling adjustments accommodate the newly identified needs. Such flexibility is crucial to adapt to
the evolving conditions of the training facility and to ensure that all necessary evaluations are thorough
and compliant with the relevant standards. In all cases, the Contractor's role is confined to the
evaluation itself and does not include the reinstallation or repair of any panels or linings removed
during the inspection.
Exclusions from this scope include soil testing, concrete testing or core drilling, materials testing,
building code compliance, and structural analysis related to the building's design, sizing of members
or connections, and load capacity. Moreover, non-structural elements such as burn props, gas burners,
and temperature monitoring systems also fall outside the scope of our evaluation services.
3. Initial Scheduling and Annual Evaluation Timing:
Upon the commencement of this Agreement, the Contractor and the Client will collaborate to
determine a suitable month for the first evaluation, based on mutual availability and the operational
needs of the Client's facilities. The month selected for this initial evaluation will set the precedent for
the timing of subsequent evaluations under the contract. Evaluations are intended to occur annually in
this same month, providing consistency and predictability in service delivery.
3 of 10
Exhibit "A-1"
RRPSTC FEBRUARY 22, 2024
BUILDING 41 -TOWER
The Client is encouraged to propose preferred dates within this month as early as possible to facilitate
efficient planning, resource allocation, and coordination of the evaluation process.
The contract includes five service visits, with one of these visits serving as the Five Year Evaluation
required by NFPA standards. The scheduling of this Five Year Evaluation will be integrated into the
annual schedule and will occur during one of the scheduled service visits. This integration ensures a
seamless delivery of the more detailed evaluation without altering the overall service schedule.
If the Client wishes to accelerate the schedule of the service visits, a written request must be provided
to the Contractor. The Contractor will review such requests and strive to accommodate them, subject to
feasibility and operational considerations. Any implications on pricing or service delivery due to
accelerated scheduling will be mutually agreed upon.
In cases where a change to the established month for evaluations is necessary, the Client must submit a
written request at least 60 days prior to the next scheduled evaluation. The Contractor will review and,
if feasible, accommodate the requested change, subject to availability and operational considerations.
If the Client's proposed dates result in prohibitively high travel costs, the Contractor reserves the right
to propose alternative dates or, if necessary, reissue the contract with revised dates to maintain
operational viability and cost effectiveness.
4. Reporting:
Following each site visit, the Contractor will provide a report documenting all observed deficiencies
and damage to the Live Fire Training Structure, in compliance with the documentation requirements of
NFPA 1403, Chapter 7. In addition to this basic documentation, the report will include an assessment of
the severity and potential risk associated with each identified issue.
This assessment and any accompanying recommendations for corrective actions are supplementary
services provided by the Contractor to assist the owner/operator in understanding the implications of
the findings and planning for necessary repairs or upgrades. These elements of the report, which may
extend beyond the scope of NFPA 1403 documentation requirements, are intended to offer a more
comprehensive understanding of the LFTS's condition.
The report will also contain photographs to provide a visual overview of the conditions observed
during the evaluation. If the evaluation indicates that further analysis is required, or if immediate risks
to occupants are detected, the Contractor will promptly communicate these concerns to the Client for
appropriate action.
S. Pricing and Payment Terms:
The Client agrees to a fixed annual rate for the duration of this Agreement. The total value of the
contract is $16,477.31, which will be billed annually at the rate of $3,295.46. This rate includes all
services as detailed in the Scope of Work.
4 of 10 40
Exhibit "A-1"
RRPSTC FEBRUARY 22, 2024
BUILDING 41 -TOWER
To provide a clear understanding of the cost benefits of this contract, a Comparative Pricing Chart is
included below. This chart outlines the cost differences between contracted services under this
Agreement and non -contractual services.
COMPARATIVE PRICING CHART: NON -CONTRACT vs CONTRACT BILLING:
RRPSTC I BUILDING 41
*NO -CONTRACT
*NO -CONTRACT
CONTRACT FIXED
EXISTING FSIS
YEAR
ANNUAL
FIVE-YEAR
ANNUAL RATE
CUSTOMER 10%
EVALUATION EST.
EVALUATION EST.
$3661.62
DISCOUNT
$3295.46
2024 $2575.00
$6695.00
2025
$2652.25
$6895.85
$3661.62
$3295.46
2026
$2731.82
$7102.73
$3661.62
$3295.46
2027
$2813.77
$7315.81
$3661.62
$3295.46
2028
$2898.19
$7535.28
$3661.62
$3295.46
FIVE-YEAR EVALUATION
*CUMULATIVE
TOTAL CONTRACT
DUE YEAR
NO -CONTRACT
PRICE
5-VISIT PRICING
2024
$17791.02
2025
$17914.62
2026
$18041.93
2027
$18173.06
2026
$18308.127711
$18308.12
1 $16477.31
* The prices indicated in these columns are estimates and are provided for comparative purposes only.
Actual total costs may vary, as they are contingent upon a variety of factors, including current travel
expenses, operational costs, and market conditions at the time of service.
**Note: The prices listed in the'Contract Fixed Rate' column represent an average rate calculated by
evenly distributing the current estimated costs of Annual and Five Year evaluations over the five -visit
period of the contract.
For payments, Fire Safety & Inspection Services LLC accepts the following methods:
* Checks: Made payable to Fire Safety & Inspection Services LLC and mailed to the address listed
on the invoice.
• Bank Transfers: Details will be provided upon request.
* Credit Cards: A secure payment link will be provided upon request. Please note that additional
fees may apply for credit card payments.
5of10 40
Exhibit "A-1"
RRPSTC FEBRUARY 22, 2024
BUILDING 41 -TOWER
6. Billing and Invoice Procedures:
The Contractor will issue an invoice annually upon completion of the site visit. Payment is due within 30
days of the invoice date. Late payments are subject to interest at a rate of 1.5% per month. The
Contractor reserves the right to terminate this contract if payments are not received in a timely manner.
7. Client and Contractor Responsibilities:
The Client is responsible for providing access to the structures and any necessary information for
evaluations. The Contractor is responsible for conducting evaluations and providing reports in
accordance with NFPA standards.
S. Amendments and Modifications:
Any amendments or modifications to this Agreement must be in writing and signed by both parties.
9. Adaptability to NFPA Changes:
Should the NFPA modify its standards, including the anticipated consolidation of NFPA 1402 and 1403
into NFPA 1400, to an extent that affects the applicability of this Agreement, both parties agree to
collaborate in good faith to adjust the Agreement accordingly. This commitment ensures that our
services and the terms of this Agreement remain in compliance with the most current NFPA standards,
adapting to any significant changes or updates that may occur.
10. Rescheduling Evaluations:
Rescheduling of the planned evaluations by the Client may be necessary at times. In the event that the
Client requests a reschedule, efforts will be made to accommodate a new date that is mutually
agreeable. However, it should be noted that rescheduling by the Client may incur additional fees if the
new timing results in significantly higher travel costs for the Contractor. Such fees will be
communicated and agreed upon before confirming the rescheduled date. In cases where the
Contractor initiates a rescheduling, no additional charges or discounts will be applied. The Contractor
commits to working with the Client to find a suitable alternative date that minimizes inconvenience and
additional costs.
11. Provisions for Evaluation Deferrals:
In instances where an annual evaluation is missed due to remediation efforts, usage changes, or other
unforeseen circumstances, the Agreement will be put on hold and resume the following year. This
ensures continuity of service without penalizing the Client for delays outside of their control. However,
if more than one consecutive year of evaluation is missed, the terms of this Agreement may be subject
to review. In such cases, a new contract may be issued reflecting the current pricing and terms offered
6 of 10
Exhibit "A-1"
RRPSTC FEBRUARY 22, 2024
BUILDING 41 -TOWER
by the Contractor. This measure is to ensure that the service agreement remains aligned with current
market conditions and the Contractor's operational considerations.
12. Additional Expenses:
Additional fees may be incurred for outside expenses such as expert consultations, core drilling, or
equipment rental. These will be invoiced at cost plus 15%.
13. Insurance and Liability:
The Contractor maintains a General Liability Insurance policy and a Business Liability Insurance policy,
each with a coverage limit of $1,000,000. These policies shall be kept in force throughout the duration
of this Agreement.
14. Force Majeure:
Neither party shall be liable for delays or failure to perform due to circumstances beyond their
reasonable control.
IS. Dispute Resolution:
Any disputes arising from this Agreement shall be resolved through mediation or arbitration, as
mutually agreed upon.
16. Confidentiality and Data Protection:
1. Confidential Information: Both parties agree to maintain the confidentiality of any
proprietary or confidential information received from the other party during the course of the
evaluations or any other engagement under this Agreement. Confidential information includes, but is
not limited to, business operations, client details, evaluation results, and any other information marked
as confidential.
2. Use of Information: All confidential information is to be used solely for the purpose of
fulfilling the obligations under this Agreement and not for any other purpose without the prior written
consent of the disclosing party.
3. Protection of Data: The Contractor agrees to comply with all applicable data protection
laws and regulations in relation to any personal data processed as part of the evaluations. This includes
ensuring appropriate security measures are in place to protect such data from unauthorized access,
disclosure, alteration, or destruction.
4. Breach of Confidentiality: In the event of a breach or suspected breach of confidentiality,
the affected party must be promptly notified, and both parties shall cooperate to mitigate the effects of
such a breach.
S. Duration of Confidentiality Obligation: The obligation to maintain confidentiality shall
persist even after the termination or conclusion of this Agreement, for a period of 3 years.
7of10
Exhibit "A-V C
RRPSTC
BUILDING 41 -TOWER
17. Termination Clauses:
FEBRUARY 22, 2024
This Agreement may be terminated early by either party without penalties. However, the Client should
provide notice of termination at least 60 days in advance of the scheduled annual visit. If the Client
terminates this Agreement within 60 days of a scheduled evaluation, the Client shall be responsible for
reimbursing the Contractor for any prearranged, non-refundable travel expenses already incurred for
the scheduled evaluation. This reimbursement is necessary to cover the costs committed by the
Contractor in preparation for the visit and is applicable only if the termination occurs within the
specified 60-day period prior to the scheduled service.
It is further understood that in the event of any early termination of this Agreement by the Client, all
fees previously paid to the Contractor remain non-refundable. This policy reflects the resources and
planning involved in preparing for the contracted services and the potential opportunity costs borne
by the Contractor.
Notwithstanding the above, the Contractor reaffirms its commitment to completing all services under
this Agreement, including the comprehensive Five Year Evaluation, barring circumstances beyond its
reasonable control as outlined in the 'Force Majeure' clause.
18. Severability:
If any part of this Agreement is found to be invalid or unenforceable, the remainder shall remain in
effect.
19. Waivers:
A waiver of any term of this Agreement does not imply a waiver of any other term.
20. Notices:
All notices under this Agreement must be in writing and delivered via email or postal mail to the
addresses provided.
21. Entire Agreement:
This Agreement constitutes the entire agreement between the parties, superseding all prior
agreements.
8 of 10 40
Exhibit "A-1"
RRPSTC FEBRUARY 22, 2024
BUILDING 41 -TOWER
22. Signatures:
By signing below, both parties agree to the terms and conditions set forth in this Agreement.
[Client's Signature]
[Name, Title, Date]
Daniel Frame, Fire Safety & Inspection Services LLC, 02/22/2024
9of10
I
FEBRUARY 22, 2024
Mike Boyd, Battalion Chief
Round Rock Public Safety Training Center
2801 N Mays St
Round Rock, TX 78665
Exhibit "A-2"
1810 N 2nd St, Milwaukee, WI 53212
773.746.4000
►/ info@FireSafetylnspect.com
® FireSafetylnspect.com
Contract for NFPA 1403 Compliant Live Fire Training Structure Evaluation Services - BLDG 43
Between: Fire Safety & Inspection Services LLC ("Contractor") and hound Rock Public Safety
Training Center ("Client")
1. Duration and Term:
This Agreement outlines the terms for a Five -Visit Annual Evaluation Contract, under which the
Contractor will provide evaluation services to the Client for a total of five visits. These services will be
conducted annually, with one visit per year, starting in the year 2024 and concluding with the final visit
in the year 2028.
SERVICE PROPOSED FIVE-YEAR
VISIT SCHEDULE EVALUATION
1
2024
2
2025
3
2026
4
2027
The Contractor assures the Client of its commitment to fulfill this Agreement in its entirety. This
includes conducting all scheduled Annual Evaluations, as well as a more comprehensive Five Year
Evaluation during one of the annual visits, in accordance with the requirements of the National Fire
Protection Association (NFPA) standards. The specific year for the Five -Year Evaluation will be
determined in alignment with the estaNished annua4 schedule and will be based either on the date of
the last Five Year Evaluation or, in the absence of previous evaluation history, on the year of the
structure's construction.
Under this Agreement, the Contractor guarantees it will not unilaterally cancel the contract or fail to
perform any of the scheduled evaluations, including the comprehensive evaluation, unless prevented
by circumstances beyond its reasonable control, as outlined in the 'Force Majeure' clause.
Exhibit "A-2"
RRPSTC FEBRUARY 22, 2024
BUILDING 43 -APARTMENT
The Contractor recognizes the critical importance of these evaluations in maintaining compliance and
operational integrity of the Client's facilities. The Contractor is dedicated to ensuring that all contracted
services are delivered as per the agreed schedule, upholding the standards of service and reliability
that Fire Safety & Inspection Services LLC represents.
2. Scope of Work:
This Agreement pertains to the evaluation services provided by the Contractor for the Live Fire Training
Structure, identified as BUILDING 43, ( The Apartment Structure), located at 2801 N Mays St, Round
Rock, TX. In compliance with NFPA 1403 standards, the Contractor agrees to perform successive
evaluations of the Client's Live Fire Training Structure, adhering specifically to Chapter 7 for Non -Gas -
Fired Live Fire Training Structures.
Our evaluation process aligns with the following NFPA 1403, Chapter 7 standards:
Applicable NFPA 1403 Compliance Standards:
7.2.5*: 'The structural integrity of the live fire training structure shall be evaluated and documented
annually by the building owner or AHJ."
7.2.5.1: "if visible structural defects are found, such as cracks, rust spalls, or warps in structural
floors, columns, beams, walls, or metal panels, the building owner shall have a follow-up evaluation
conducted by a licensed professional engineer with live fire training structure experience and
expertise or by another competent professional as determined by the AHJ. "
7.2.6*: 'The structural integrity of the live fire training structure shall be evaluated and documented
by a licensed professional engineer with live fire training structure experience and expertise or by
another competent professional as determined by the AHJ, at least once every 5 years or more
frequently, if determined to be required by the evaluator.
7.2.8*: "Part of the live fire training structure evaluation shall include, once every five years, the
removal and reinstallation of a representative area of thermal linings (if any) to allow inspections of
the conditions hidden behind the linings".
Building upon the requirements set forth in NFPA 1403, Chapter 7, we further define the specific types
of evaluations provided under this contract as follows:
Evaluation Types Defined for this Contract:
• Annual Evaluations: These regular, yearly evaluations include a visual and limited functional
inspection of the structure's critical elements as specified. They entail documentation of any
observable damage and defects to applicable components, as required by NFPA 1403. By
performing these evaluations, the Contractor would have fulfilled the need for a separate follow up
evaluation as specified in NFPA 1403, 7.2.5.1. This approach ensures that the evaluations comply
2of10
Exhibit "A-2"
RRPSTC FEBRUARY 22, 2024
BUILDING 43 - APARTMENT
with the standard requirement and also proactively address any issues that would typically
necessitate additional follow-up inspections.
• Five Year Evaluation: As part of the contract, one of the Annual Evaluations will be extended to
comply with NFPA 1403, Chapter 7, requirement 7.2.8. This involves the removal and reinstallation
of thermal linings, if present, to inspect conditions typically hidden from view. This comprehensive
evaluation is conducted once within the contract span.
The evaluation process for both Annual and Five Year Evaluations includes a comprehensive review of
the training facility. This includes a visual evaluation of critical structural elements, such as the building
frame, structural floors, walls, metal panels, stairs, platforms, railings, handrails, specialty anchors like
rappelling rings, and ladder frames. Visual and functional inspections are performed on moving
components such as, doors, roof scuttles, and shutters, to verify their operational integrity. The process
also involves assessing the condition of burn room linings and lining anchors, where present, as part of
evaluating the overall structural integrity of the facility.
In situations where the removal of panels or linings is necessitated during an Annual Evaluation due to
significant damage, or when the evaluator deems a more comprehensive inspection akin to a Five -Year
Evaluation is required, such an evaluation will be reclassified as appropriate. The Contractor will notify
the Client of this reclassification, detailing any necessary adjustments to the schedule of subsequent
evaluations. For instance, if panel removal and reinstallation occur during an Annual Evaluation in an
earlier year than the originally scheduled Five -Year Evaluation, the Contractor will adjust the evaluation
schedule to reflect this change. In this scenario, the year in which this comprehensive inspection
actually took place will be considered the new benchmark for scheduling subsequent Five -Year
Evaluations. If there arises a need for another Five -Year Evaluation within the same contract period, the
Contractor will work closely with the Client to determine the best course of action. This collaboration
will ensure that the evaluations are conducted in compliance with NFPA 1403 standards and that the
scheduling adjustments accommodate the newly identified needs. Such flexibility is crucial to adapt to
the evolving conditions of the training facility and to ensure that all necessary evaluations are thorough
and compliant with the relevant standards. In all cases, the Contractor's role is confined to the
evaluation itself and does not include the reinstallation or repair of any panels or linings removed
during the inspection.
Exclusions from this scope include soil testing, concrete testing or core drilling, materials testing,
building code compliance, and structural analysis related to the building's design, sizing of members
or connections, and load capacity. Moreover, non-structural elements such as burn props, gas burners,
and temperature monitoring systems also fall outside the scope of our evaluation services.
3. Initial Scheduling and Annual Evaluation Timing:
Upon the commencement of this Agreement, the Contractor and the Client will collaborate to
determine a suitable month for the first evaluation, based on mutual availability and the operational
needs of the Client's facilities. The month selected for this initial evaluation will set the precedent for
the timing of subsequent evaluations under the contract. Evaluations are intended to occur annually in
this same month, providing consistency and predictability in service delivery.
3 of 10
/�O
Exhibit "A-2"
RRPSTC FEBRUARY 22, 2024
BUILDING 43 -APARTMENT
The Client is encouraged to propose preferred dates within this month as early as possible to facilitate
efficient planning, resource allocation, and coordination of the evaluation process.
The contract includes five service visits, with one of these visits serving as the Five Year Evaluation
required by NFPA standards. The scheduling of this Five Year Evaluation will be integrated into the
annual schedule and will occur during one of the scheduled service visits. This integration ensures a
seamless delivery of the more detailed evaluation without altering the overall service schedule.
If the Client wishes to accelerate the schedule of the service visits, a written request must be provided
to the Contractor. The Contractor will review such requests and strive to accommodate them, subject to
feasibility and operational considerations. Any implications on pricing or service delivery due to
accelerated scheduling will be mutually agreed upon.
In cases where a change to the established month for evaluations is necessary, the Client must submit a
written request at least 60 days prior to the next scheduled evaluation. The Contractor will review and,
if feasible, accommodate the requested change, subject to availability and operational considerations.
If the Client's proposed dates result in prohibitively high travel costs, the Contractor reserves the right
to propose alternative dates or, if necessary, reissue the contract with revised dates to maintain
operational viability and cost-effectiveness.
4. Reporting:
Following each site visit, the Contractor will provide a report documenting all observed deficiencies
and damage to the Live Fire Training Structure, in compliance with the documentation requirements of
NFPA 1403, Chapter 7. In addition to this basic documentation, the report will include an assessment of
the severity and potential risk associated with each identified issue.
This assessment and any accompanying recommendations for corrective actions are supplementary
services provided by the Contractor to assist the owner/operator in understanding the implications of
the findings and planning for necessary repairs or upgrades. These elements of the report, which may
extend beyond the scope of NFPA 1403 documentation requirements, are intended to offer a more
comprehensive understanding of the LFTS's condition.
The report will also contain photographs to provide a visual overview of the conditions observed
during the evaluation. If the evaluation indicates that further analysis is required, or if immediate risks
to occupants are detected, the Contractor will promptly communicate these concerns to the Client for
appropriate action.
S. Pricing and Payment Terms:
The Client agrees to a fixed annual rate for the duration of this Agreement. The total value of the
contract is $16,477.31, which will be billed annually at the rate of $3,295.46. This rate includes all
services as detailed in the Scope of Work.
4of10
Exhibit "A-2" r
RRPSTC
BUILDING 43 -APARTMENT
FEBRUARY 22, 2024
To provide a clear understanding of the cost benefits of this contract, a Comparative Pricing Chart is
included below. This chart outlines the cost differences between contracted services under this
Agreement and non -contractual services.
COMPARATIVE PRICING CHART: NON -CONTRACT vs CONTRACT BILLING:
RRPSTC I BUILDING 43
*NO -CONTRACT
*NO -CONTRACT
**CONTRACT FIXED
EXISTING FSIS
YEAR
ANNUAL
FIVE -VISIT
ANNUAL RATE
CUSTOMER 10%
EVALUATION EST.
EVALUATION EST.
DISCOUNT
2024
$2575.00
$6695.00
$3661.62
$3295.46
2025
$2652.25
$6895.85
$3661.62
$3295.46
2026
$2731.82
$7102.73
$3661.62
$3295.46
2027
$2813.77
$7315.81
$3661.62
$3295.46
2028
$2898.19
$3661.62
$3295.46
$7535.28
FIVE-YEAR EVALUATION
*CUMULATIVE
TOTAL CONTRACT
DUE YEAR
NO -CONTRACT
PRICE
5-VISIT PRICING
2024
$17791.02
2025
$17914.62
2025
$18041.93
2027
$18173.06
$16477.31
2028 $18308.12
1 $18308.12
* The prices indicated in these columns are estimates and are provided for comparative purposes only.
Actual total costs may vary, as they are contingent upon a variety of factors, including current travel
expenses, operational costs, and market conditions at the time of service.
**Note: The prices listed in the 'Contract Fixed Rate' column represent an average rate calculated by
evenly distributing the current estimated costs of annual and five-year evaluations over the five -visit
period of the contract.
For payments, Fire Safety & Inspection Services LLC accepts the following methods:
• Checks: Made payable to Fire Safety & Inspection Services LLC and mailed to the address listed
on the invoice.
• Bank Transfers: Details will be provided upon request.
• Credit Cards: A secure payment link will be provided upon request. Please note that additional
fees may apply for credit card payments.
5 of 10
Exhibit "A-2"
RRPSTC FEBRUARY 22, 2024
BUILDING 43 -APARTMENT
6. Billing and Invoice Procedures:
The Contractor will issue an invoice annually upon completion of the site visit. Payment is due within 30
days of the invoice date. Late payments are subject to interest at a rate of 1.5% per month. The
Contractor reserves the right to terminate this contract if payments are not received in a timely manner.
7. Client and Contractor Responsibilities:
The Client is responsible for providing access to the structures and any necessary information for
evaluations. The Contractor is responsible for conducting evaluations and providing reports in
accordance with NFPA standards.
S. Amendments and Modifications:
Any amendments or modifications to this Agreement must be in writing and signed by both parties.
9. Adaptability to NFPA Changes:
Should the NFPA modify its standards, including the anticipated consolidation of NFPA 1402 and 1403
into NFPA 1400, to an extent that affects the applicability of this Agreement, both parties agree to
collaborate in good faith to adjust the Agreement accordingly. This commitment ensures that our
services and the terms of this Agreement remain in compliance with the most current NFPA standards,
adapting to any significant changes or updates that may occur.
10. Rescheduling Evaluations:
Rescheduling of the planned evaluations by the Client may be necessary at times. In the event that the
Client requests a reschedule, efforts will be made to accommodate a new date that is mutually
agreeable. However, it should be noted that rescheduling by the Client may incur additional fees if the
new timing results in significantly higher travel costs for the Contractor. Such fees will be
communicated and agreed upon before confirming the rescheduled date. In cases where the
Contractor initiates a rescheduling, no additional charges or discounts will be applied. The Contractor
commits to working with the Client to find a suitable alternative date that minimizes inconvenience and
additional costs.
11. Provisions for Evaluation Deferrals:
In instances where an annual evaluation is missed due to remediation efforts, usage changes, or other
unforeseen circumstances, the Agreement will be put on hold and resume the following year. This
ensures continuity of service without penalizing the Client for delays outside of their control. However,
if more than one consecutive year of evaluation is missed, the terms of this Agreement may be subject
to review. In such cases, a new contract may be issued reflecting the current pricing and terms offered
6 of 10
Exhibit "A-2"
RRPSTC FEBRUARY 22, 2024
BUILDING 43 -APARTMENT
by the Contractor. This measure is to ensure that the service agreement remains aligned with current
market conditions and the Contractor's operational considerations.
12. Additional Expenses:
Additional fees may be incurred for outside expenses such as expert consultations, core drilling, or
equipment rental. These will be invoiced at cost plus 15%.
13. Insurance and Liability:
The Contractor maintains a General Liability Insurance policy and a Business Liability Insurance policy,
each with a coverage limit of $1,000,000. These policies shall be kept in force throughout the duration
of this Agreement.
14. Force Majeure:
Neither parry shall be liable for delays or failure to perform due to circumstances beyond their
reasonable control.
1 S. Dispute Resolution:
Any disputes arising from this Agreement shall be resolved through mediation or arbitration, as
mutually agreed upon.
16. Confidentiality and Data Protection:
1. Confidential Information: Both parties agree to maintain the confidentiality of any
proprietary or confidential information received from the other party during the course of the
evaluations or any other engagement under this Agreement. Confidential information includes, but is
not limited to, business operations, client details, evaluation results, and any other information marked
as confidential.
2. Use of Information: All confidential information is to be used solely for the purpose of
fulfilling the obligations under this Agreement and not for any other purpose without the prior written
consent of the disclosing party.
3. Protection of Data: The Contractor agrees to comply with all applicable data protection
laws and regulations in relation to any personal data processed as part of the evaluations. This includes
ensuring appropriate security measures are in place to protect such data from unauthorized access,
disclosure, alteration, or destruction.
4. Breach of Confidentiality. In the event of a breach or suspected breach of confidentiality,
the affected party must be promptly notified, and both parties shall cooperate to mitigate the effects of
such a breach.
S. Duration of Confidentiality Obligation: The obligation to maintain confidentiality shall
persist even after the termination or conclusion of this Agreement, for a period of 3 years.
7 of 10 40
Exhibit "A-2"
RRPSTC FEBRUARY 22, 2024
BUILDING 43 -APARTMENT
17. Termination Clauses:
This Agreement may be terminated early by either party without penalties. However, the Client should
provide notice of termination at least 60 days in advance of the scheduled annual visit. If the Client
terminates this Agreement within 60 days of a scheduled evaluation, the Client shall be responsible for
reimbursing the Contractor for any prearranged, non-refundable travel expenses already incurred for
the scheduled evaluation. This reimbursement is necessary to cover the costs committed by the
Contractor in preparation for the visit and is applicable only if the termination occurs within the
specified 60 day period prior to the scheduled service.
It is further understood that in the event of any early termination of this Agreement by the Client, all
fees previously paid to the Contractor remain non-refundable. This policy reflects the resources and
planning involved in preparing for the contracted services and the potential opportunity costs borne
by the Contractor.
Notwithstanding the above, the Contractor reaffirms its commitment to completing all services under
this Agreement, including the comprehensive Five -Year Evaluation, barring circumstances beyond its
reasonable control as outlined in the 'Force Majeure' clause.
18. Severability:
If any part of this Agreement is found to be invalid or unenforceable, the remainder shall remain in
effect.
19. Waivers:
A waiver of any term of this Agreement does not imply a waiver of any other term.
20. Notices:
All notices under this Agreement must be in writing and delivered via email or postal mail to the
addresses provided.
21. Entire Agreement:
This Agreement constitutes the entire agreement between the parties, superseding all prior
agreements.
8 of 10
Exhibit "A-2"
RRPSTC FEBRUARY 22, 2024
BUILDING 43 -APARTMENT
22. Signatures:
By signing below, both parties agree to the terms and conditions set forth in this Agreement.
[Client's Signature]
[Name, Title, Date]
Daniel Frame, Fire Safety_&_Inspection Services LLC, 02/22/2024
9 of 10
Exhibit "A-2" C
RRPSTC FEBRUARY 22, 2024
BUILDING 43 - APARTMENT
APPENDIX
23. Client Coordination and Information:
1.Preferred Scheduling Time/Month (Optional):
To assist in planning and ensuring that our services align with your operational needs, you may indicate
your preferred month or specific time frame for the annual evaluations here. While we will endeavor to
accommodate your preferences, please note that the final scheduling is subject to mutual agreement
and operational feasibility.
Preferred Month/Time Frame for Evaluation:
[Please note: This preference is not binding and is subject to confirmation and agreement by both
parties.]
2. Contact Information Updates and Additional Contacts:
The Client is requested to provide the contact details of the primary point of contact responsible for
coordinating the evaluations under this Agreement. Additionally, the Client is encouraged to designate
an alternate contact person who can be reached for scheduling and coordination purposes,
particularly if the primary contact is unavailable. This includes providing names, titles, phone
numbers, and email addresses for both the primary and alternate contacts.
In the event of any changes to these contact details, or changes in key personnel relevant to this
Agreement, the Client agrees to promptly provide updated information to Fire Safety & Inspection
Services LLC. Timely communication of such changes, to be sent in writing via email or postal mail, is
crucial for maintaining effective and uninterrupted service delivery.
Please utilize the blank space below to provide the requested contact information.
'i.
2.
3.
10 Of 10
r�►
FIRE
SAFETY Q
INSPECTION
SERVICES
FEBRUARY 22, 2024
Mike Boyd, Battalion Chief
Round Rock Public Safety Training Center
2801 N Mays St
Round Rock, TX 78665
Exhibit "A-Y
r
O 1018 N 2nd St, Milwaukee, Wl 53212
773.746.4000
V info@FireSafetylospect.com
® FireSafelylospect.com
Contract for NFPA 1403 Compliant Live Fire Training Structure Evaluation Services
Between: Fire Safety & Inspection Services LLC ("Contractor") and Round Rock Public Safety
Training Center ("Client")
1. Duration and Term:
This Agreement outlines the terms for a Five -Visit Annual Evaluation Contract, under which the
Contractor will provide evaluation services to the Client for a total of five visits. These services will be
conducted annually, with one visit per year, starting in the year 2024 and concluding with the final visit
in the year 2028.
SERVICE PROPOSED TEN-YEAR
VISIT SCHEDULE EVALUATION
1
2024
2
2025
3
2026
4
2027
5
2U28
The Contractor assures the Client of its commitment to fulfill this Agreement in its entirety. This
includes conducting all scheduled Annual Evaluations, as well as a more comprehensive Ten Year
Evaluation during one of the annual visits, in accordance with the requirements of the National Fire
Protection Association (NFPA) standards. The specific year for the Ten Year Evaluation will be
determined in alignment with the established annual schedule and will be based either on the date of
the last Ten Year Evaluation or, in the absence of previous evaluation history, on the year of the
structure's construction.
Under this Agreement, the Contractor guarantees it will not unilaterally cancel the contract or fail to
perform any of the scheduled evaluations, including the comprehensive evaluation, unless prevented
by circumstances beyond its reasonable control, as outlined in the 'Force Majeure' clause.
Exhibit "A-W
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
The Contractor recognizes the critical importance of these evaluations in maintaining compliance and
operational integrity of the Client's facilities. The Contractor is dedicated to ensuring that all contracted
services are delivered as per the agreed schedule, upholding the standards of service and reliability
that Fire Safety & Inspection Services LLC represents.
2. Scope of Work:
This Agreement pertains to the evaluation services provided by the Contractor for the Live Fire Training
Structure, identified as BUILDING 44, ( The Tower Structure), located at 2801 N Mays St, Round
Rock, TX. In compliance with NFPA 1403 standards, the Contractor agrees to perform successive
evaluations of the Client's Live Fire Training Structure, adhering specifically to Chapter 6 for Gas Fired
Live Fire Training Structures and Mobile Enclosed Live Fire Training Props.
Our evaluation process aligns with the following NFPA 1403, Chapter 6 standards for Gas -Fired Live
Fire Training Structures:
Applicable NFPA 1403 Compliance Standards:
6.2.6*: "The structural integrity of the live fire training structure shall be evaluated and documented
annually by the building owner or AHJ."
6.2.6.1: "if visible structural defects are found, such as cracks, rust, spalls, or warps in structural
floors, columns, beams, walls, or metal panels, the building owner shall have a follow-up evaluation
conducted by a licensed professional engineer with live fire training structure experience and
expertise or by another competent professional as determined by the AHJ. "
6.2.7*: "The structural integrity of the live fire training structure shall be evaluated and documented
by a licensed professional engineer with live fire training structure experience and expertise or by
another competent professional as determined by the AHJ, at least once every 10 years, or more
frequently if determined to be required by the evaluator.
6.2.9*: "Part of the live fire training structure evaluation shall include, at least once every 10 years,
the removal and reinstallation of a representative area of thermal linings (if any) to allow inspections
of the conditions hidden behind the linings".
Building upon the requirements set forth in NFPA 1403, Chapter 6, we further define the specific types
of evaluations provided under this contract as follows:
Evaluation Types Defined for this Contract:
• Annual Evaluations: These regular, yearly evaluations include a visual and limited functional
inspection of the structure's critical elements as specified. They entail documentation of any
observable damage and defects to applicable components, as required by NFPA 1403. By
performing these evaluations, the Contractor would have fulfilled the need for a separate follow-up
evaluation as specified in NFPA 1403, 6.2.6.1. This approach ensures that the evaluations comply
2 of 10
Exhibit "A-Y
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
with the standard requirement and also proactively address any issues that would typically
necessitate additional follow-up inspections.
• Ten Year Evaluation: As part of the contract, one of the Annual Evaluations will be extended to
comply with NFPA 1403, Chapter 6, requirement 6.2.9. This involves the removal and reinstallation
of thermal linings, if present, to inspect conditions typically hidden from view. This comprehensive
evaluation is conducted once within the contract span.
The evaluation process for both Annual and Ten Year Evaluations includes a comprehensive review of
the training facility. This includes a visual evaluation of critical structural elements, such as the building
frame, structural floors, walls, metal panels, stairs, platforms, railings, handrails, specialty anchors like
rappelling rings, and ladder frames. Visual and functional inspections are performed on moving
components such as, doors, roof scuttles, and shutters, to verify their operational integrity. The process
also involves assessing the condition of burn room linings and lining anchors, where present, as part of
evaluating the overall structural integrity of the facility.
In situations where the removal of panels or linings is necessitated during an Annual Evaluation due to
significant damage, or when the evaluator deems a more comprehensive inspection akin to a Ten Year
Evaluation is required, such an evaluation will be reclassified as appropriate. The Contractor will notify
the Client of this reclassification, detailing any necessary adjustments to the schedule of subsequent
evaluations. For instance, if panel removal and reinstallation occur during an Annual Evaluation in an
earlier year than the originally scheduled Ten Year Evaluation, the Contractor will adjust the evaluation
schedule to reflect this change. In this scenario, the year in which this comprehensive inspection
actually took place will be considered the new benchmark for scheduling subsequent Ten -Year
Evaluations. If there arises a need for another Ten Year Evaluation within the same contract period, the
Contractor will work closely with the Client to determine the best course of action. This collaboration
will ensure that the evaluations are conducted in compliance with NFPA 1403 standards and that the
scheduling adjustments accommodate the newly identified needs. Such flexibility is crucial to adapt to
the evolving conditions of the training facility and to ensure that all necessary evaluations are thorough
and compliant with the relevant standards. In all cases, the Contractor's role is confined to the
evaluation itself and does not include the reinstallation or repair of any panels or linings removed
during the inspection.
Exclusions from this scope include soil testing, concrete testing or core drilling, materials testing,
building code compliance, and structural analysis related to the building's design, sizing of members
or connections, and load capacity. Moreover, non-structural elements such as burn props, gas burners,
and temperature monitoring systems also fall outside the scope of our evaluation services.
3. Initial Scheduling and Annual Evaluation Timing:
Upon the commencement of this Agreement, the Contractor and the Client will collaborate to
determine a suitable month for the first evaluation, based on mutual availability and the operational
needs of the Client's facilities. The month selected for this initial evaluation will set the precedent for
the timing of subsequent evaluations under the contract. Evaluations are intended to occur annually in
this same month, providing consistency and predictability in service delivery.
3 of 10
40
Exhibit "A-Y
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
The Client is encouraged to propose preferred dates within this month as early as possible to facilitate
efficient planning, resource allocation, and coordination of the evaluation process.
The contract includes five service visits, with one of these visits serving as the Ten Year Evaluation
required by NFPA standards. The scheduling of this Ten -Year Evaluation will be integrated into the
annual schedule and will occur during one of the scheduled service visits. This integration ensures a
seamless delivery of the more detailed evaluation without altering the overall service schedule.
If the Client wishes to accelerate the schedule of the service visits, a written request must be provided
to the Contractor. The Contractor will review such requests and strive to accommodate them, subject to
feasibility and operational considerations. Any implications on pricing or service delivery due to
accelerated scheduling will be mutually agreed upon.
In cases where a change to the established month for evaluations is necessary, the Client must submit a
written request at least 60 days prior to the next scheduled evaluation. The Contractor will review and,
if feasible, accommodate the requested change, subject to availability and operational considerations.
If the Client's proposed dates result in prohibitively high travel costs, the Contractor reserves the right
to propose alternative dates or, if necessary, reissue the contract with revised dates to maintain
operational viability and cost-effectiveness.
4. Reporting:
Following each site visit, the Contractor will provide a report documenting all observed deficiencies
and damage to the Live Fire Training Structure, in compliance with the documentation requirements of
NFPA 1403, Chapter 6. In addition to this basic documentation, the report will include an assessment of
the severity and potential risk associated with each identified issue.
This assessment and any accompanying recommendations for corrective actions are supplementary
services provided by the Contractor to assist the owner/operator in understanding the implications of
the findings and planning for necessary repairs or upgrades. These elements of the report, which may
extend beyond the scope of NFPA 1403 documentation requirements, are intended to offer a more
comprehensive understanding of the LFTS's condition.
The report will also contain photographs to provide a visual overview of the conditions observed
during the evaluation. If the evaluation indicates that further analysis is required, or if immediate risks
to occupants are detected, the Contractor will promptly communicate these concerns to the Client for
appropriate action.
5. Pricing and Payment Terms:
The Client agrees to a fixed annual rate for the duration of this Agreement. The total value of the
contract is $16,477.31, which will be billed annually at the rate of $3,295.45. This rate includes all
services as detailed in the Scope of Work.
4of10
Exhibit "A-3"
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
To provide a clear understanding of the cost benefits of this contract, a Comparative Pricing Chart is
included below. This chart outlines the cost differences between contracted services under this
Agreement and non -contractual services.
COMPARATIVE PRICING CHART: NON -CONTRACT vs CONTRACT BILLING:
RRPSTC I BUILDING 44
'NO -CONTRACT
'NO -CONTRACT
""CONTRACT FIXED
EXISTING FSIS
YEAR
ANNUAL
FIVE -VISIT
ANNUAL RATE
CUSTOMER 10%a
EVALUATION EST.
EVALUATION EST.
DISCOUNT
2024
$2575.00
$6695.00
$3661.62
$3295.46
2025
$2652.25
$6895.85
$3661.62
$3295.46
2026
$2731.82
$7102.73
$3661.62
$3295.46
2027
$2813.77
$7315.81
$3661.62
$3295.46
2028
$2898.19
$7535.28
$3661.62
$3295.46
TEN-YEAR EVALUATION
CUMULATIVE
TOTAL CONTRACT
DUE YEAR
NO -CONTRACT
PRICE
5-VISIT PRICING
2024
$17791.02
2025
$17914.62
2026
$18041.93
2027
$18173.06
$16477.31
2028 $18308.12
$18308.12
* The prices indicated in these columns are estimates and are provided for comparative purposes only.
Actual total costs may vary, as they are contingent upon a variety of factors, including current travel
expenses, operational costs, and market conditions at the time of service.
"Note: The prices listed in the 'Contract Fixed Rate' column represent an average rate calculated by
evenly distributing the current estimated costs of Annual and Ten Year evaluations over the five -visit
period of the contract.
For payments, Fire Safety & Inspection Services LLC accepts the following methods:
• Checks: Made payable to Fire Safety & Inspection Services LLC and mailed to the address listed
on the invoice.
• Bank Transfers: Details will be provided upon request.
• Credit Cards: A secure payment link will be provided upon request. Please note that additional
fees may apply for credit card payments.
5 of 10 40
Exhibit "A-3"
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
6. Billing and Invoice Procedures:
The Contractor will issue an invoice annually upon completion of the site visit. Payment is due within 30
days of the invoice date. Late payments are subject to interest at a rate of 1.5% per month. The
Contractor reserves the right to terminate this contract if payments are not received in a timely manner.
7. Client and Contractor Responsibilities:
The Client is responsible for providing access to the structures and any necessary information for
evaluations. The Contractor is responsible for conducting evaluations and providing reports in
accordance with NFPA standards.
S. Amendments and Modifications:
Any amendments or modifications to this Agreement must be in writing and signed by both parties.
9. Adaptability to NFPA Changes:
Should the NFPA modify its standards, including the anticipated consolidation of NFPA 1402 and 1403
into NFPA 1400, to an extent that affects the applicability of this Agreement, both parties agree to
collaborate in good faith to adjust the Agreement accordingly. This commitment ensures that our
services and the terms of this Agreement remain in compliance with the most current NFPA standards,
adapting to any significant changes or updates that may occur.
10. Rescheduling Evaluations:
Rescheduling of the planned evaluations by the Client may be necessary at times. In the event that the
Client requests a reschedule, efforts will be made to accommodate a new date that is mutually
agreeable. However, it should be noted that rescheduling by the Client may incur additional fees if the
new timing results in significantly higher travel costs for the Contractor. Such fees will be
communicated and agreed upon before confirming the rescheduled date. In cases where the
Contractor initiates a rescheduling, no additional charges or discounts will be applied. The Contractor
commits to working with the Client to find a suitable alternative date that minimizes inconvenience and
additional costs.
11. Provisions for Evaluation Deferrals:
In instances where an annual evaluation is missed due to remediation efforts, usage changes, or other
unforeseen circumstances, the Agreement will be put on hold and resume the following year. This
ensures continuity of service without penalizing the Client for delays outside of their control. However,
if more than one consecutive year of evaluation is missed, the terms of this Agreement may be subject
to review. In such cases, a new contract may be issued reflecting the current pricing and terms offered
6 of 10
Exhibit "A-3"
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
by the Contractor. This measure is to ensure that the service agreement remains aligned with current
market conditions and the Contractor's operational considerations.
12. Additional Expenses:
Additional fees may be incurred for outside expenses such as expert consultations, core drilling, or
equipment rental. These will be invoiced at cost plus 15%.
13. Insurance and Liability:
The Contractor maintains a General Liability Insurance policy and a Business Liability Insurance policy,
each with a coverage limit of $1,000,000. These policies shall be kept in force throughout the duration
of this Agreement.
14. Force Majeure:
Neither party shall be liable for delays or failure to perform due to circumstances beyond their
reasonable control.
IS. Dispute Resolution:
Any disputes arising from this Agreement shall be resolved through mediation or arbitration, as
mutually agreed upon.
16. Confidentiality and Data Protection:
1. Confidential Information: Both parties agree to maintain the confidentiality of any
proprietary or confidential information received from the other parry during the course of the
evaluations or any other engagement under this Agreement. Confidential information includes, but is
not limited to, business operations, client details, evaluation results, and any other information marked
as confidential.
2. Use of Information: All confidential information is to be used solely for the purpose of
fulfilling the obligations under this Agreement and not for any other purpose without the prior written
consent of the disclosing party.
3. Protection of Data: The Contractor agrees to comply with all applicable data protection
laws and regulations in relation to any personal data processed as part of the evaluations. This includes
ensuring appropriate security measures are in place to protect such data from unauthorized access,
disclosure, alteration, or destruction.
4. Breach of Confidentiality: In the event of a breach or suspected breach of confidentiality,
the affected party must be promptly notified, and both parties shall cooperate to mitigate the effects of
such a breach.
5. Duration of Confidentiality Obligation: The obligation to maintain confidentiality shall
persist even after the termination or conclusion of this Agreement, for a period of 3 years.
7of10
r Exhibit "A-Y
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
17. Termination Clauses:
This Agreement may be terminated early by either party without penalties. However, the Client should
provide notice of termination at least 60 days in advance of the scheduled annual visit. If the Client
terminates this Agreement within 60 days of a scheduled evaluation, the Client shall be responsible for
reimbursing the Contractor for any prearranged, non-refundable travel expenses already incurred for
the scheduled evaluation. This reimbursement is necessary to cover the costs committed by the
Contractor in preparation for the visit and is applicable only if the termination occurs within the
specified 60-day period prior to the scheduled service.
It is further understood that in the event of any early termination of this Agreement by the Client, all
fees previously paid to the Contractor remain non-refundable. This policy reflects the resources and
planning involved in preparing for the contracted services and the potential opportunity costs borne
by the Contractor.
Notwithstanding the above, the Contractor reaffirms its commitment to completing all services under
this Agreement, including the comprehensive Ten -Year Evaluation, barring circumstances beyond its
reasonable control as outlined in the 'Force Majeure' clause.
18. Severability:
If any part of this Agreement is found to be invalid or unenforceable, the remainder shall remain in
effect.
19. Waivers:
A waiver of any term of this Agreement does not imply a waiver of any other term.
20. Notices:
All notices under this Agreement must be in writing and delivered via email or postal mail to the
addresses provided.
21. Entire Agreement:
This Agreement constitutes the entire agreement between the parties, superseding all prior
agreements.
8 of 10 40
C Exhibit "A-Y C
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
22. Signatures:
By signing below, both parties agree to the terms and conditions set forth in this Agreement.
[Client's Signature]
[Name, Title, Date]
Daniel Frame, Fire Safety & Inspection Services LLC,_02/22/2024
9 of 10
C Exhibit "A-3"
RRPSTC FEBRUARY 22, 2024
BUILDING 44 - PRIVATE RESIDENCE
APPENDIX
23. Client Coordination and Information:
1.Preferred Scheduling Time/Month (Optional):
To assist in planning and ensuring that our services align with your operational needs, you may indicate
your preferred month or specific time frame for the annual evaluations here. While we will endeavor to
accommodate your preferences, please note that the final scheduling is subject to mutual agreement
and operational feasibility.
Preferred Month/Time Frame for Evaluation:
[Please note: This preference is not binding and is subject to confirmation and agreement by both
parties.]
2. Contact Information Updates and Additional Contacts:
The Client is requested to provide the contact details of the primary point of contact responsible for
coordinating the evaluations under this Agreement. Additionally, the Client is encouraged to designate
an alternate contact person who can be reached for scheduling and coordination purposes,
particularly if the primary contact is unavailable. This includes providing names, titles, phone
numbers, and email addresses for both the primary and alternate contacts.
In the event of any changes to these contact details, or changes in key personnel relevant to this
Agreement, the Client agrees to promptly provide updated information to Fire Safety & Inspection
Services LLC. Timely communication of such changes, to be sent in writing via email or postal mail, is
crucial for maintaining effective and uninterrupted service delivery.
Please utilize the blank space below to provide the requested contact information.
2.
3.
10 of 10
Exhibit "A-4"
FIRE
SAFETY 8i
INSPECTION
SERVICES
February 28, 2024
Chief Boyd,
O 1818 N 2nd St, Milwaukee, WI 53212
773.746.4000
►/ info@FireSafetylnspect.com
® FireSafetylnspect.com
Provided is a chart of the combined cost for all three structures, a total of 15 evaluations.
Please note that under this agreement, we may perform the removal of thermal linings, which
constitutes a 5/1 0-year evaluation, whenever deemed necessary during the term, not simply when
mandated by the broader NFPA standards. Should this be required for any of the three structures, even
once, the financial benefits of this contract will become substantially more pronounced.
COMPARATIVE PRICING CHART: NON -CONTRACT vs CONTRACT BILLING:
RRPSTC - BLDGS 41, 43, 44
*NO -CONTRACT
*NO -CONTRACT
*"CONTRACT FIXED
EXISTING FSIS
YEAR
ANNUAL
FIVE-YEAR
ANNUAL RATE
CUSTOMER 10%
EVALUATION EST.
EVALUATION EST.
DISCOUNT
$10984.87
$9886.39
2024 $7725.00 $20085.00
2025
$7956.75
$20687.55
$10984.87
$9886.39
2026
$8195.45
$21308.18
$10984.87
$9886.39
2027
$8441.32
$21947.42
$10984.87
$9886.39
2028
$8694.56
$22605.84
$10984.87
$9886.39
FIVE-YEAR EVALUATION
*CUMULATIVE
TOTAL CONTRACT
DUE YEAR
NO -CONTRACT
PRICE
5-VISIT PRICING
2024 $53373.07
2025
$53743.87
2026
$54125.80
2027
$54519.18
$49431.93
202$ $54924.36
$54924.36