HomeMy WebLinkAboutContract 52000 CITY SECRETARY
Q 4 CONTRACT NO.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager,and LONESTAR MUNICIPAL EQUIPMENT LLC
("Vendor"),a Texas corporation,acting by and through its duly authorized representative,each individually
referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;
4. Exhibit C—Verification of Signature Authority Form; and
5. Exhibit D—Sole Source Justification
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B,
C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall supply City with labor and parts to service, repair, maintain, and upgrade GapVax
equipment in the City's fleet("Services").Exhibit"A,"-Scope of Services more specifically describes the
Services to be provided hereunder.
2. TERM.
This Agreement shall begin on March 12, 2019 ("Effective Date") and shall expire on September
30,2019,("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").
Upon the expiration of the Initial Term, this Agreement shall renew automatically under the same terms
and conditions for up to four (4) one-year renewal periods beginning on October 1" and ending on
September 30m (each a "Renewal Term"), unless City or Vendor provides the other party with notice of
non-renewal at least 60 days before the expiration of the Initial Term or renewal period.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
Services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," —
Price Schedule. Total payments made under this Agreement during the Initial Term shall not exceed
$43,750.00. Total payments during any Renewal Term shall not exceed $75,000.00. Vendor shall not
perform any additional services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. TERMINATION.
OFFICIAL RFCQRP
Vendor Services AgreementCITY SEfF$'
Lonestar Municipal Equipment LLC
FT WORTH,TX
4.1. Written Notice. City or Vendor may terminate this ,Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City wi 11 notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually endered up to the effective date of
termination and Vendor shall continue to provide City with services equested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three(3 years after final payment under this
contract,or the final conclusion of any audit commenced during the slid three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to,all electronic records,of Vendor involving transact ions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appro)riate work space in order to conduct
audits in compliance with the provisions of this section.City shall gi,�e Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
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It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents, servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION-VENDOR HEREBYCOVENANTSAND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
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to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract:any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Insurance Limits
(a) Commercial General Liability—Vendor shall,maintain commercial general liability
(CGL)and,if necessary,commercial umbrella insurance as follows:
$1,000,000 each occurrence
$2,000,000 aggregate
If such Commercial General Liability insurance contains a general aggregate limit, it shall
apply separately to this Agreement.
(i) City shall be included as an additional insured with all rights of defense under
the CGL, using ISO additional insured endorsement or a substitute providing
equivalent coverage, and under the commercial umbrella, if any. This
insurance shall apply as primary insurance with respect to any other insurance
or self-insurance programs afforded to City. The Commercial General
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Liability insurance policy shall have no exclusions or endorsements that
would alter or nullify: premises/operations, products/completed operations,
contractual, personal injury, or advertising injury, which are normally
contained within the policy,unless City specifically approves such exclusions
in writing.
(ii) Vendor waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered
by the commercial general liability or commercial umbrella liability
insurance maintained in accordance with Agreement.
(b) Business Auto — Vendor shall maintain business auto liability and, if necessary,
commercial umbrella liability insurance as follows:
$1,000,000 each accident (or reasonably equivalent limits of coverage if written
on a split limits basis).
Such insurance shall cover liability arising out of"any auto", including owned, hired, and
non-owned autos, when said vehicle is used in the course of this Agreement. If Vendor
owns no vehicles, coverage for hired or non-owned is acceptable.
Vendor waives all rights against City and its agents, officers, directors and employees for
recovery of damages to the extent these damages are covered by the business auto liability
or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement
or under any applicable auto physical damage coverage.
(c) Worker's Compensation — Vendor shall maintain workers compensation and
employers liability insurance and, if necessary, commercial umbrella liability
insurance as follows:
Coverage A: statutory limits
Coverage B: $100,000 each accident
$5000,000 disease—policy limit
$100,000 disease—each employee
Vendor waives all rights against City and its agents, officers, directors and employees for
recovery of damages to the extent these damages are covered by workers compensation and
employer's liability or commercial umbrella insurance obtained by Vendor pursuant to this
Agreement.
(d) Professional Liability(Errors&Omissions)—If appropriate, Vendor shall maintain
professional liability insurance as follows:
$1,000,000-Each Claim Limit
$1,000,000-Aggregate Limit
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Professional Liability coverage may be provided through an endorsement to the Commercial
General Liability policy, or a separate policy specific to Professional E&O. Either is
acceptable if coverage meets all other requirements. Coverage shall be claims-made, and
maintained for the duration of the contractual agreement and for three (3) years following
completion of services provided. The policy shall contain a retroactive date prior or equal
to the Effective Date of the Agreement or the first date of services to be performed,
whichever is earlier. An annual certificate of insurance shall be submitted to City to
evidence coverage.
10.2 General Insurance Requirements
(a) Certificates of insurance evidencing that Vendor has obtained all required
insurance shall be attached to this Agreement concurrent with its execution. Any
failure to attach the required insurance documentation hereto shall not constitute a
waiver of the insurance requirements.
(b) Applicable policies shall be endorsed to name City as an Additional Insured
thereon,subject to any defense provided by the policy,as its interests may appear.
The term City shall include its employees,officers,officials,and agents as respects
the contracted services. Applicable policies shall each be endorsed with a waiver
of subrogation in favor of City with respect to this Agreement.
(c) Certificate(s)of insurance shall document that insurance coverage limits specified
in this Agreement are provided under applicable policies documented thereon.
Vendor's insurance policy(s) shall be endorsed to provide that said insurance is
primary protection and any self-funded or commercial coverage maintained by
City shall not be called upon to contribute to loss recovery.Vendor's liability shall
not be limited to the specified amounts of insurance required herein.
(d) Other than worker's compensation insurance, in lieu of traditional insurance,City
may consider alternative coverage or risk treatment measures through insurance
pools or risk retention groups. City must approve in writing any alternative
coverage for it to be accepted.
(e) A minimum of thirty (30) days' notice of cancellation or material change in
coverage shall be provided to City.A ten(10) days' notice shall be acceptable in
the event of non-payment of premium.
(f) Insurers must be authorized to do business in the State of Texas and have a current
A.M. Best rating of A:VII or equivalent measure of financial strength and
solvency.
(g) Any deductible or self-insured retention in excess of$25,000 that would change
or alter the requirements herein is subject to approval in writing by City, if
coverage is not provided on a first-dollar basis. City, at its sole discretion, may
consent to alternative coverage maintained through insurance pools or risk
retention groups. Dedicated financial resources or letters of credit may also be
acceptable to City.
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(h) In the course of the Agreement, Vendor shall report, in a timely manner,to City's
Contract Compliance Manager any known loss or occurrence which could give
rise to a liability claim or lawsuit or which could result in a property loss.
(i) City shall be entitled, upon its request and without incurring expense, to review
Vendor's insurance policies including endorsements thereto and, at City's
discretion, Vendor may be required to provide proof of insurance premium
payments.
(j) Lines of coverage, other than Professional Liability, underwritten on a claims-
made basis, shall contain a retroactive date coincident with or prior to the date of
this Agreement. The certificate of insurance shall state both the retroactive date
and that the coverage is claims-made.
(k) Coverages, whether written on an occurrence or claims-made basis, shall be
maintained without interruption nor restrictive modification or changes from date
of commencement of the Project until final payment and termination of any
coverage required to be maintained after final payments.
(1) City shall not be responsible for the direct payment of any insurance premiums
required by this Agreement.
(m) Subcontractors of Vendor shall be required by Vendor to maintain the same or
reasonably equivalent insurance coverage as required for Vendor. Upon City's
request, Vendor shall provide City with documentation thereof.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
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representatives, (2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt regi ested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Lonestar Municipal Equipment
Attn: Jesus J. Chapa, Assistant City Manager Paul E. Folker,Jr., Owner
200 Texas Street 13233 Alyssum Drive
Fort Worth,TX 76102-6314 Fort Worth,TX 76244
Facsimile: (817)392-8654 Facsimile:
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illlegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
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City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
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Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively,"Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and Interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms "boycott Israel"and"company"shall have the meanings
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ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel; and (2)will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
27th day of February ,2019.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
�— By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: �� this contract,including en 11 performance and
Name: Jesus J.Chapa reporting requirements.
Title: Assistant City Manager
Date:
�— By: VV I L/11
Na n Shu
APPROVAL RECOMMENDED: Title:Sr.Administrative Services
Manager
By: APPROVED AS TO FORM AND LEGALITY:
a e: og VUabl(�'s
Title: ctin ProManagement ��---aY
Director
By:
Name: Richard A.McCracken
ATTEST: 0.................. =i` Title: Assistant City Attorney
4.
%
i .r. NTRACT UUTHORIZATION:
By: r
Name: MAJ.YAys&
v..
Title: City Secretary /Ay F
VENDOR:
Lonestar Municipal Equipment LLC ATTEST:
By: �Q.,� ,�a�' By:
Name: Paul E. Folker,Jr. Name: Jennifer M.Folkgr
Title: Managing Member/Owner Title: Managing Member/Owner
Date: 02/27/2019
FOFFIfV
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Vendor Services AgreementIf
Lonestar Municipal Equipment LLC ��� '
EXHIBIT A
SCOPE OF SERVICES
1. SCOPE OF WORK
1.1 The purpose of this agreement is it to establish an agreement with an authorized GapVax
equipment dealer in the Dallas/Fort Worth area to supply the City with labor and parts to service,
repair,maintain, and upgrade GapVax equipment in the City's fleet.
1.2 Vendor shall provide parts,service, sales and warranty service for any GapVax equipment the
City may need.
1.3 Vendor shall provide any warrantable repairs using OEM parts.
1.4 Vendor(s)"may charge an hourly non-warranty labor rate per service, and a`Cost Plus%' for
parts(detailed and itemized out).Non-warranty labor rate must be approved by PMD/Fleet.There
are no guarantees the City will accept or held financially or liable for costs outside of labor and
materials/parts if the submitted pricing is deemed excessive by the evaluation panel.
2. QUALITY OF SERVICE AND WORK
2.1 Vendors shall provide the City an acceptable level of service in terms of cost,time and
workmanship. Upon return and inspection of services completed, PMD/FLEET personnel will notify
the vendor if any issues regarding the services or parts are found to be unsatisfactory. Vendor(s)will
be given opportunity to correct. Failure of vendor to correct services or parts to a satisfactory
condition will be considered grounds for terminating any agreement between said vendor and the
City.
2.3 Vendors will be required to perform the work using the most up to date and appropriate methods
available for said work under industry standards. This includes, but is not limited to, all suitable repair
equipment and parts to insure the satisfactory execution of any repair or installation.
2.4 Vendors will be required to provide documentation on their personnel authorized to perform work
on City vehicles and equipment. This includes all certifications, such as the National Institute for
Automotive Service Excellence(ASE),that qualify them to perform said work.
2.5 Vendors must give the City priority service, as many City vehicles are utilized for public safety
and emergency response.Expeditious turn-around is critical to City operations. However, additional
fees for priority services are prohibited.
3. ESTIMATED QUANTITIES
3.1 The quantities listed in this ITB are only estimates based on anticipated usage and are not an
intent to purchase or a guarantee of future orders. The actual quantities may vary according to the
needs of the City. The City is only obligated to pay for services actually ordered by an authorized
City employee and then received and accepted as required by the City.
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Lonestar Municipal Equipment LLC
4. PARTS
4.1 All parts utilized in repairs, replacements or installations on City vehicles and equipment must be
new unless otherwise requested by PMD/FLEET personnel.Any rebuilt or remanufactured parts
must be approved in writing by City PMD/FLEET personnel prior to being utilized by a vendor.
4.2 The Vendor warrants and/or guarantees all work and products supplied under this Agreement
against any defects in design,workmanship, materials and failure to operate satisfactorily. Each
product shall be constructed to the highest standards. Products manufactured of poor
workmanship will not be accepted.
5. ESTIMATES
5.1 Vendors will be required to provide written estimates to City IPMD/FLEET personnel before the
start of any work. The estimates may be emailed to the PMD�LEET employee(s)and/or
PMD/FLEET shop location who requested the services to be completed.
5.2 Estimates must be approved and authorized by City PMD/FLEET personnel in writing(email, fax
or written)prior to work being performed.
5.3 Original invoices submitted to the City for work performed cannot be greater than initial estimate
provided unless approved by City PMD/FLEET in writing. If during the course of the originally
estimated repairs, it is noted that further repairs will be needed,a revised estimate must be
prepared by the vendor for the additional work.
5.4 If City vehicle or equipment is serviced by a Vendor for warranty work, an estimate provided by
the Vendor to the City shall state 'Warranty Service'.
5.5 All estimates provided by vendors will be quoted on a`time and materials' basis, adherence to the
agreed upon contract rate(s)and itemized to illustrate the cost of each of the following, if
applicable to the service or work performed:
5.5.1 Cost of part(s)to be installed.
5.5.2 Cost of labor to perform repair and/or installation; itemized by labor hours except when
estimated as a turnkey project/job.
5.5.3 Inspection/Diagnostic fees.
5.5.4 Shop fees
5.5.5 Environmental/Hazardous disposal material fees
5.5.6 Extended warranties, if optioned.
5.5.7 Transportation fees, if any, for pick-up or delivery.
5.6 Shop fees,miscellaneous fees or unspecified costs may not be charged to the City unless
approved and authorized by PMD/FLEET Contract Compliance and Vendor states on their ITB
submittal.
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Lonestar Municipal Equipment LLC
6. INVOICES
6.1. It is the responsibility of the Vendor to get the name of the responsible person,telephone
numbers and address of the department at the time the service is requested.The requesting
department is required to issue a purchase order number to the Vendor during this process.
6.2. A properly prepared invoice shall be computer printed and shall include the Vendor's name and
federal tax-identification number, invoice number,address, date,service or item description, unit
price,extended cost, City issued purchase order and release number. The invoice shall also
include the vehicle identification number of the vehicle serviced. Incomplete or inaccurate
invoices may result in delayed payments, as they shall be returned to the Supplier for correction
and re-submittal. All freight will be F.O.B. Fort Worth. The City of Fort Worth will not pay
shipping costs, off-loading or handling charges associated with orders.
6.3. Invoices shall be paid in accordance with State law. Payments will be made on a Net 30 Days
basis from date invoice is received unless otherwise bid.
6.4. The Vendor should submit all invoices via emailed to City of Fort Worth, Fleet Division at:
ESD ContractCompliancelnvoicing-fortwortlitexas. ov(preferred)or mailed to 4100
Columbus Trail, Texas, 76115.
7. CONTRACT ADMINISTRATION
7.1. Contract administration will be performed by the PMD's Contract Compliance. In the event the
Supplier fails to perform according to the terms of the agreement,the Department head or his/her
designee will notify the Supplier, in writing,of its failures. A meetings may be arranged to
discuss the Supplier's deficiencies.A written cure notice may be prepared giving the Supplier 14
calendar days to cure any deficiency.
7.2. In the event the Supplier continues with unsatisfactory performance,the department will
promptly notify the Purchasing Manager who will take appropriate action to cure the
performance problem(s),which could include cancellation,termination for convenience or
default. If the agreement is terminated for default,the Supplier may be held liable for excess cost
and/or liquidated damages.
7.3. The Supplier will be paid only those sums due and owing under the agreement for services
satisfactorily rendered, subject to offset for damages and other amounts which are,or which may
become,due and owing to the City.
7.4. The City reserves the right to terminate this agreement,or any part hereof, for its sole
convenience. In the event of such termination,the Supplier shall immediately stop all work
hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease
work. Subject to the terms of this agreement,the Supplier shall be paid a percentage of the
agreement price reflecting the percentage of the work performed prior to the notice of
termination, plus reasonable charges the Supplier can demonstrate to the satisfaction of the City
using its standard record keeping system, have resulted from the termination. However, in no
event shall the total of all amounts paid to the Supplier exceed the agreement price. The Supplier
shall not be reimbursed for any profits which may have been anticipated, but which have not
been earned up to the date of termination.
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Lonestar Municipal Equipment LLC
EXHIBIT B
PRICE SCHEDULE
L E
LCM BSTAR Mr]NICIrAL tOYNr•MSNT
Ms.Denise Garda
City of Fort Worth,TX
Property A9ana6emem Depa tment
900 Monroe street,0 floor,suite 402
FL Worth,TX 76102
January 28,2A19
Dear Ms.Garcia,
We hereby propose to sP-"*all materials and perform all labor necessary for the completion of repairs
to the City of fort Worth's GapVax nimbi nation sewer jet/vac units under the fol,awing terms:
Labor rate: 5142/hr
Parts cost: standard municipal rate-cost+20%
Payments terms for services/parts provided: Net 30.
Any change in cost of inat"I or labor will only be executed upon veitten order.
Rmpectfilly submitted,
d"dld(r.
Paul E.Foiker,Jr.
President
817.851.2243
DNA Qr/1$f 213{
13233 Alyssum Drive,Fort Worth.TX 76244
www.lones-ta rmunicipalequipment citm
Vendor Services Agreement Page 16 of 21
Lonestar Municipal Equipment LLC
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
LONESTAR MUNICIPAL EQUIPMENT
13233 ALYSSUM DRIVE
FORT WORTH,TX 76244
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name: Paul E.Folker,Jr.
Position: Managing Member/Owner
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Q94AAj�l 4A,
Sign re of sident/CEO
Other Title: Managing Memher/Owner
Date: 02/27/2019
Vendor Services Agreement Page 17 of 21
Lonestar Municipal Equipment LLC
EXHIBIT D SOLE
SOURCE JUSTIF FICA'TION
"Ift
575 Central Avenue
Johnstown,PA 15902
(814)535-6766
October 8,2018
Ms.Denise Garcia
Sr.Contract Compliance Specialist
Property Management Department
City of Fort Worth
900 Monroe Street,a Floor,Suite 402
Fort Worth,TX 76102
Re: GapVax,Inc,Sole Distributor—City of Fort Worth
Dear Ms.Garcia:
GapVax,Inc.authorizes Lonestar Municipal Equipment,Mr.Paul Folker,as its authorized distributor of GapVax products
for your account. Mr.Folker is the only single source company for new GapVax sales and technical service, His direct
contact information:
Mr.Paul Folker
Lonestar Municipal Equipment
1937 Golden Heights Road,Suite 212
Ft.Worth,TX 76177
Email:vaul@lonestarme.com
Phone: 817.851.2243
GapVax,Inc.works very closely with the City of Fort Worth's chassis supplier,Rush Truck Center. The contact
Information that we have for Rush Truck Center is:
Mr.Dustin Essary
Rush Truck Center
Fort Worth
1480 North East Loop 820
Fort Worth,TX 76106
Phone: 817-740-4900
GapVax,Inc.is committed to the City of Fort Worth's equipment and service needs, If I can provide additional
information,please let me know.
Sincer y,
ary A.Poborsky
President
GapVax,Inc. 575 Cental Avenue iolenstuwn,PA 15902 P_ 883-442-787.9 F. Ble 539 3617 wvivv.baiav,ix.iurn
Vendor Services Agreement Page 18 of 21
Lonestar Municipal Equipment LLC
FORT WORT .
Purchasing Division
City of Fort worth
SOLE SOURCE PROCUREMENT JIJSTMCA77ON
Purpose
This form must accompany ail sok source purchase requests for equipment,construction,supplies or
services when the purchase is fir mono than S3,00o.oO.This form is not needed when the purchase is for a
professional services contract.The purpose of die sole source procure menu justification is to demonstrate
that the competitive process is not required because only one product or service can meet the specific
need of the City of Fort Worth("City").A sole source procurement may not be used to circumvent the
City's normal purchasing procedures or for a pries-based justification.Acceptance of the sole source
procurement justification is at the discretion of the Purchasing Division Manager or his designee.
Certification
My signature below certifies that I am aware that state and federal procurement statutes and regulations
require that procuremenu of a certain amount made by government entities must be competitively bid
unless the purchase qualifies as an exemption to the competitive bidding requirements.I am requesting
this sole source procurement haled on the information provided in the Justification section below.The
information is complete,accurate and based on my professional judgment and investigations.I also
certify that this purchase will not violate Section 2-238 ofthe City's Ethics Code.
Requesting Department: Ewa MiftsommDePt,01vision
Requested by[printed name]:
Signature:
Recommended by(primed name]: 7-06%
Department Director
Signature:
Telephone number: ?-3r) •678j__
Date: 1NI511g
Rev.122014
Sok Source Procurement Justification
Page 3 of 3
Vendor Services Agreement Page 19 of 21
Lonestar Municipal Equipment LLC
Justification
1. Describe the product(s)or service(s)your deportment wishes to purchase-provide vendor name,
manufacturer,nwdel number and/or generic description identifying the item(s)or service(s).
GapVax Inc.authorizes Lone Star Municipal Fquipment as its authorized distributor of GapVax products.Lonestar
Municipal Equipment is the only sirgle source company for new GapVax sales and technical service.
Lonestar Municipal Equipment
1437 Golden Heights Road,Suite 2:2
Fort Worth,TX 76177
Tel:(817)851-2243
Fax,(817)953-7099
Email:paul@lorLestarme.com
2. Purpose-provide a brief description of why the product(s)or service(s)is required.
Lonestar Municipal Equipment is th.sole source rcpairfmaintenance+service facility in the Fort Worth arca for
Gapvax off-road equipment-These,pecialty off-road units arc used by the Water departments for public health and
safety•duties regarding water and se-xer lines.The Fleet Division outsources necessary service and maintenance to
ensure all parts,components and the integrity and structure of the units are performing at their optimal levels.
3. Describe your efforts to ldentlfy other vendors-trade shows,internet search,vendor catalogues.Provide
product and contact information for other products,services and vendors evaluated.(A quote is
not required,simply enough information to show the availability/non-availability of other sources.)
The OEM has established a Sole Source Agreements for the service,repair.maintenance and tap-fitting of their
products across the globe.The OEM ensures all authorized facilities certify,their technicians are highly proficient
and skilled in the care and maintenance of their products,therefore,they limit the number of facilities authorized to
work on their units.Unauthorized companies performing repairs could potentially jeopardize the warranty on the
products.
d. Justification:
a, Identify the reason(s)why other vendors,products,or services competing in this market do not meet the
City's needs or specifications:
x The product(s)or servicc(s)is available from only one source because of patents,copyrights,secret
processes,or natural monopolies.
The product(s)is a captive rcplacementpart(s)or component(s)for existing equipment.
x Use of other than Original Equipment Manufacturer parts jeopardizes the warranty or may result in
equipment not funct,oning to the level of factory specifications.
Authorized factory service is available from only one source.
Maintenance for the existing product is only available from one source.
b. Attach justification letter from the manufacturer or originator of the product or service,
Rev. 12+'2014
Sole Source Procurement Justification
Page 3 of 3
Vendor Services Agreement Page 20 of 21
Lonestar Municipal Equipment LLC
S. Will this purchase limit the ability of after vendors to compete on future purchases for supplies,
upgrades,or replacent+eets? If so,how?
No,unless the City chooses to standardize on a sole or limited variety of products from an OEM.This is a
service contrad for existing units in the fleet aW possibly fixture acquisitions.
6. Will this purehase obligate the City to f tore purchases,for exampk,maintenance or licease(s)?
Ifs%what future purchases s,+ill be required?
The City w01 only have to procure the service and rnaimiertazxce,needs stat ensure the sp"Ity units ae
working at optimal]web.
7. What w1II happen if the City does not purchase the re"ested product(s)or service(s)from this
vendor?
The units will not be available for use by the Fire Department for their core duties,such as rescue
operations-
Purchasing Division CommeaW
a
-aa
v
Senior Bu
Approval
PURCHASING DIVISION: L--<
Sole Source Pmourwmat approved: Yes No
Sigm tore of Purchasing Division Manager:
Printed Now:
Date: ' Ob'
Rev.128014
Sol*Source ProcurementJuseWNWIon
Page 3 of 3
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Lonestar Municipal Equipment LLC