HomeMy WebLinkAboutContract 52626 City Secretary Contract No. 01
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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
Kevin Gunn, its duly authorized Assistant City Manager, and Snap-on Industrial, a Division of IDSC
Holdings LLC, a Wisconsin Limited Liability Company acting by and through Bart Wignall its duly
authorized Vice President,IDSC Holdings &President, Industrial Division, each individually referred to as
a"party"and collectively referred to as the"parties."
AGREEMENTDOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scone of Services. Provide Snap-on software updates for Snap-on diagnostic tools.
Exhibit "A," - Scope of Services more specifically describes the goods or services to be provided
hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on July 3, 2020 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term"). City shall have the option, in its sole discretion,to renew
this Agreement under the same terms and conditions,for up to Four(4)one-year renewal options,at City's
sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule under this
Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. Total
payment made under this Agreement during the Initial Term shall not exceed Twenty-Five Thousand
Dollars and 00/100($25,000.00).Total payments during any Renewal Term shall not exceed $25,000.00.
Vendor shall not,provide any additional goods,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 goods or 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.
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement FT 1JUORWIX
City Secretary Contract No.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days'written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for goods actually provided or services
actually rendered up to the effective date of termination and Vendor shall continue to provide City
with goods or services requested by City and in accordance with this Agreement up to the
effective date of termination. Upon termination of this Agreement for any reason, Vendor
shall provide City with copies of all completed or partially completed documents prepared under
this Agreement. In the event Vendor has received access to City Information or data as a
requirement to provide goods or 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
g o o d s o r services provided under this Agreement. In the event that any conflicts of interest
arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full
disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it shall treat all information provided to it by City ("City Information")as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
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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 said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and goods provided or work performed under this
Agreement,and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement,Vendor shall have the exclusive right to control the details of
its operations and activities and be solely responsible for the acts and omissions of its officers,
agents, servants, employees, Vendors and 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 PLIABILITY- 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 HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS 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
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cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations,or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Vendor shall,at its own expense and as City's sole remedy,either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment,the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
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$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear.The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
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(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Conigliance with LMs.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 goods it provides or 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 representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered, return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Snap-on Industrial, a Division of IDSC Holdings
Attn:Kevin Gunn,Assistant City Manager LLC
200 Texas Street Ate Andrea Ehlert,
Fort Worth,TX 76102-6314 Manager,Contract Administration
Facsimile:(817)392-8654 2801 80'h Street
Kenosha,Wi 53143
With copy to Fort Worth City Attorney's Office at Facsimile: (262)656-4890
same address
14. Solicitation of EmRlgvees. 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
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during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted,at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Ma*eurg. 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. Lntirely 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.
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25. Warranty of Services. Vendor warrants that its products or 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 provide product or 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. i
i
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS j
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. If City requests Vendor to develop or invent any non-off-
the-shelf products ("Nonstandard Products"), City shall notify Vendor of such request in writing and the
parties shall negotiate, in good faith, the terms and conditions of a separate agreement addressing the
development and ownership of the Nonstandard Products.Nothing herein shall be deemed to convey any
of Vendor's rights of any kind in any of Vendor's patents, trademarks, copyrights, trade secrets or any
intellectual property rights to City, and all such rights shall remain Vendor's except to the limited extent
that(i)Vendor invents or develops any Nonstandard Products for City and(ii)the parties execute a separate
agreement under which Vendor agrees to grant certain intellectual property rights associated to City with
respect to such invented or developed product.
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. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
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less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1)does not boycott Israel;and(2)will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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City Secretary Contract No.
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 ensuring all performance and
Name: Kevin Gunn reporting requirements.
Title: Assistant City Manager
Date: 20zy By:
Name: Chris Means
APPROVALRECOMMENDED: Title: Assistant Director PM Fleet
APPROVED AS TO FORM AND LEGALITY:
By: -
Name: Ro er ena les
Title: Actin Propert agement Director
Name: JRfin B. S ong
ATTEST: Title: Assistant City Xttorney
CONTRACT AUTHORIZATION:
.:,By: I&C:
� ° �,r���.
Name: ary {ays r O
Title: City Secretary
VENDOR:
Snap-on Industrial,aDivision of IDSC
Holdings LLC
By
Name: Bart Wignall
Title: Vice President,IDSC Holdings LLC&
President,Industrial Division
Date: rX ,20/
OFFICIAL RE :..,
CITY SECRETARY
Vendor Services Agreement f
FT. I8
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EXHIBIT A
SCOPE OF SERVICES
PURPOSE
The City of Fort Worth(CFW) operates a fleet of over 4,000 vehicles and pieces of equipment in
support of various services including Police, Fire, Water, Traffic, Public Works and others. In
efforts to maintain and improve the timeliness of diagnosis and repairs of diesel heavy duty and
gasoline light duty vehicles, CFW intends to purchase Snap-on diagnostic tools software updates.
The software application will allow technicians to access diagnostic and repair information for
diesel heavy duty coverage for commercial, - Class -8 —gasoline light duty and diesel vehicles.
The Property Management Department(PMD),Fleet Division, uses the Snap-on diagnostic
tools to diagnose mechanical issues on vehicles and equipment owned by the City of Fort Worth.
The software updates are for the existing Snap-on diagnostic tools that Fleet owns to ensure that
the tools' software is updated to the latest version that ensure optimal performance.
REQUIREMENTS
The software updates should provide, but are not limited to,the following features which offer
selective heavy-duty coverage for commercial vehicles, from Class 8 trucks to light-duty diesels:
(1) Coverage for engine, transmission,ABS, and traction control, (2) Heavy-duty standard
(HDS) and OBD-II/EOBD for emissions, HVAC, body, and instrument (3) Integration ability
with current Snap-on ProLink® Ultra diagnostic equipment.
The software should provide a code repair diagnostic tool for commercial and gasoline light
duty trucks that give technicians the capability of decoding a trouble code and provide specific
repair procedures.
QUANTITIES
The Fleet Division anticipates that a minimum of(19) software updates that will give access to
multiple users will be needed in the software application.
SOFTWARE UPDATES PER SERVICE CENTER
SERVICE SITE NAME SERVICE SITE ADDRESS
James Avenue Service Center 5021 James Ave,76115
Southside Service Center 4100 Columbus Trail, 76133
Water Service Center 2222 W Daggett Ave, 76102
North Service Center 309 &317 Hillshire Dr., 76131
Vendor Services Agreement—Exhibit A Page 11 of 15
The quantities are only estimates based on previous usage and do not indicate intent to purchase
or a guarantee of future business. The City of Fort Worth is obligated to pay for only g o o d s
o r services actually ordered by an authorized City employee providing a purchase order number
and a release number and then received as required and accepted by the City.
PRICES
Total prices shall include all associated costs,not limited to delivery, fuel and handling charges.
No additional charges will be accepted or paid by the City.
UNIT PRICE ADJUSTMENT
The software updates' unit prices shall be adjusted for increases or decreases during the renewal
period.
At the time the City exercise the renewal option,the Vendor shall provide updated pricing that
shall remain firm for the term of the renewal period and shall include all associated freight and
delivery costs.
During the effective term of the Agreement, goods and/or services shall not be suspended by the
Vendor without a 30 day prior written notice to the Purchasing Manager.
INVOICES
All invoices should be submitted directly to the requesting department.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
release purchase order number to the Vendor during the ordering process.
A properly prepared invoice shall be typewritten or 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.
Incomplete or inaccurate invoices may result in delayed payments, as they shall be returned to
the Vendor 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.
Invoices can be submitted electronically to
ESD—ContractCompliancelnvoicing@fortworthtexas.gov.
Invoices shall be paid in accordance with State law.Payments will be made on a Net 30 Days
basis from date invoice.
The Vendor should submit all invoices via emailed to City of Fort Worth,Fleet Division at:
ESD_ContractComplianceInvoicing@fortworthtexas.gov(preferred)or 4100 Columbus Trail,
Texas, 76115.
Vendor Services Agreement—Exhibit B Page 14 of 15
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EXHIBIT B
PRICE SCHEDULE
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Vendor Services Agreement—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Snap-on Industrial,
a Division of IDSC Holdings LLC
2801 80th Street
Kenosha, WI 53143
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. Division
Name: Bart Wignall
Position: Vice President, SC Holdings LLC & President, Industrial Division
Signature
2. Name: John Gowey
Position: Vice President Sales,North America Critical Industries
Si at e
3. Name: Gustavo Gonzalez
Position: Vice President, IDSC Holdings LLC
Si
Name: Bart Wignall
Signature
Title: Vice PresiiddentIDSC Holdings LLC&President,Industrial Division
Date: �1;1 /69
i
Vendor Services Agreement—Exhibit C Page 15 of 15