HomeMy WebLinkAboutContract 53056 L CSC No.53056
Nay � �2019
��F�R�WCR NON-EXCLUSIVE VENDOR SERVICES AGREEMENT
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This NON-EXCLUSIVE 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 Valerie Washington, its duly authorized Assistant City Manager, and
Firehouse Decals, Incorporated('`Vendor"), an Ohio corporation, acting by and through Jay M. Feinburg,
its duly authorized President and CEO,each individually referred to herein as a"party" and collectively
referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Non-Exclusive 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. SCOPE OF SERVICES.
Vendor shall supply City with Vehicle Graphics and Decals on an as needed basis for the Fort
Worth Fire Department("Services"). Exhibit A, Scope of Services,more specifically describes the
services to be provided hereunder.
2. TERM.
This Agreement shall begin on October 7,2019("Effective Date"), and shall expire on October 6.
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 five(5)one-year renewal periods("Renewal Terms").
3. COMPENSATION.
City shall pay Vendor in accordance the provisions of this Agreement and Exhibit B, Price
Schedule. Vendor understands and agrees that the City will award non-exclusive vendor services
agreements to multiple vendors for the services outlined in City of Fort Worth RFQt 19-0000031.
Vendor further understands and agrees that the aggregate amount of all contracts awarded to multiple
vendors under RFQt 19-0000031 during the Initial Term shall not exceed the amount of twenty-five
thousand dollars and zero cents ($25,000.00), and that the City makes no promise or guarantee of the
total amount of work that will be assigned to Vendor under this Agreement. Additionally, total payments
to all vendors during any Renewal Term shall not exceed the amount of twenty-five thousand dollars
and zero cents($25,000.00) in any given renewal term.
Non-Exclusive Vendor Services Agreement—Exhibit B �'TY S�� T�
Firehouse Decals, Inc.
FT. WORTH, TX
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.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with at least 30 days'written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination,and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a
requirement to perform services hereunder, Vendor shall return all City-provided data to City in a
machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 � Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents, and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential and
shall not disclose any such information to a third party without the prior written approval of City.
5.3 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 until the final conclusion of any audit commenced during said three years,have access to and
the right to examine at reasonable times any directly pertinent books, documents, papers, and records,
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 2 of 16
including but not limited to all electronic records of Vendor involving transactions relating to this
Agreement, at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement and not as an 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 sub-
vendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City,
its officers,agents,servants,or employees,and Vendor,its officers,agents, employees,servants,vendors,
and sub-vendors. 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 of Vendor's officers,agents, servants,
employees, or sub-vendors. Neither Vendor nor any of its officers, agents, servants, employees, or sub-
vendors 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,its officers,agents,servants,employees,or
sub-vendors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LLABILITY- VENDOR SHALL BE LL4BLE 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 ACTS OR OMISSIONS,
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 AGAINST ANYAND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR ANY AND ALL
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S
BUSINESS AND ANY RESULTING LOST PROFITS), ANDIOR 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, MALFEASANCE, OR INTENTIONAL MISCONDUCT 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
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 3 of 16
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; (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; (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. However,
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, the sub-vendor shall execute a
written agreement with Vendor referencing this Agreement under which the 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 certificates of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 4 of 16
$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, or
representatives in the course of providing services under this Agreement. "Any
vehicle"shall include 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. At least ten (10) days' notice shall be
acceptable in the event of non-payment of premiums.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.
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 5 of 16
(d) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas.All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management.If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any
work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS
Vendor agrees that in the performance of its obligations hereunder it shall comply with all
applicable federal, state, and local laws, ordinances,rules,and regulations and that any work it produces
in connection with this Agreement will also comply with all applicable federal, state, and local laws,
ordinances,Hiles,and regulations.If City notifies Vendor of any violations 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, sub-vendors,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,SUB-VENDORS,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 Firehouse Decals,Inc.
Attn:Valerie Washington,Assistant City Manager Jay M.Feinburg,President and CEO
200 Texas Street PO Box 498401
Fort Worth,TX 76102-6314 Cincinatti,OH 45249
Facsimile:(817)392-8654 Facsimile:(513)229-3124
With copy to Fort Worth City Attorne 's Office at
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 6 of 16
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 former employer. Notwithstanding the foregoing, this provision
shall not apply to an employee of either party who responds to a general solicitation of advertisement for
employment by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. if any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County,Texas, or the United States District Court for the
Northern District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity,
legality,and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor 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.
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 7 of 16
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,
or C.
22. AMENDMENTS/MOD IFICATIONSIEXTENSIONS.
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 AND NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse,Decals,Inc. Page 8 of 16
27. OWNERSHIP OF WORK PRODUCT.
It is hereby expressly agreed that City shall be the sole and exclusive owner and shall be vested
with all right,title,and interest in and to any and all images,designs,documents,drawings,renderings,or
deliverables created, published, displayed, produced, provided, fabricated, and/or reproduced in
conjunction with the services provided under this Agreement (collectively, "Work Product"), to include
any such works provided to Vendor by City as part of a bid process. Further, City shall be the sole and
exclusive owner of all copyright,patent,trademark,trade secret, or other proprietary rights in and to any
such 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 an
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, a copy of the board of director's resolution approving the action, or an
executed merger or acquisition agreement. Failure to provide the specified documentation may adversely
impact future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Vendor has fewer than ten(10) employees or this Agreement is for less than $100,000, this
section does not apply.if,however,Vendor has ten or more employees or this Agreement is for$100,000
or more,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. Therefore, if
Vendor has ten or more employees or if this Agreement is for $100,000 or more, by signing this
Non-Exclusive Vendor Services Agreement Exhibit B
Firehouse Decals,Inc. Page 9 of 16
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.
(signature page follows)
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 10 of 16
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
By. Valerie Washington(Nov 13,2o19) contract,including ensuring all performance and
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Date: By: Mark Rauscher(Nov 11,2019)
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Assistant Fire Director
APPROVED AS TO FORM AND LEGALITY:
»imi;s Davis
James Davis(Nov 12,2019)
By:
Name: James Davis
Title: Fire Chief By: Chris Austria torTm Quaft P4 v13,2
ATTEST: Title:
Trey Qualls
Title: Assistant City Attorney
I
CONTRACT AUTHORIZATION:
Matey �. ka�'s� 1YI&C: N/A
Mary J. ayser(Nov 1,2019)
9'
Name: Mary Kayser
Title: City ry Secreta
w
r
VENDOR:
Firehouse Decal nc. ATTEST:
By: By:
Na J M. F mburg Name:
Tit : resident/CEO Title:
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals, Inc. Page 11 of 16
EXHIBIT A
SCOPE OF SERVICES
1.0 Scope
1.1 Decals and printed graphics manufactured in accordance with this specification are
designed to identify emergency vehicles placed in service. Decals and graphics are
installed in a speck pattern to exhibit uniformity across a range of emergency vehicles
and over a length of years that the vehicles will be in service.
1.2 Design, format, and construction of the decals are as indicated in Table A. Specific
examples are in attachment F. All dimensions are US Customary units with a maximum
1/16th inch tolerance from the specified measurements.
1.3 Deviation from the design and material used for construction is not authorized
unless approved by the City. Contractor must show that there are no effects on the
quality, cost, or interoperability for a change to be considered.
1.4 Artwork necessary for the electronic duplication of decals and graphics is the
responsibility of the contractor.
1.5 Materials shall be Scotchlite Reflective Series 680 Vinyl for all decals that must have
a reflective base.
1.6 Materials shall be Scotchlite Series 180 Vinyl for all decals that do not have a
reflective base.
1.7 Transfer tape materials shall be a paper medium tack suitable for wet or dry
applications (TransferRite 582U or equivalent).
1.8 Print inks for Print and Cut graphic decals will be any acceptable product as
specified for the vinyl material to be printed on.
1.9 The decals shall perform correctly by exhibiting proper adhesion to the surfaces
they are applied to when installed within manufacturer's instructions and common shop
practices.
1.10 The applied decals shall retain shape and color for the duration of the
manufacturer's advertised outdoor durability.
1.11 Print and cut graphic decals will retain their colors through the duration of the decal
material's outdoor durability.
1.12 The City of Fort Worth shall be the sole and exclusive owner and shall be vested
with all right, title, and interest in and to any and all images, designs, documents,
drawings, renderings, or deliverables created, published, displayed, produced, provided,
Non-Exclusive Vendor Services Agreement—Exhibit A
Firehouse Decals,Inc. Page 12 of 16
fabricated, and/or reproduced in conjunction with the services provided under this
Agreement (collectively, "Work Product"), to include any such works provided to Vendor
by City as part of a bid process.
1.13 The City of Fort Worth shall be the sole and exclusive owner of all copyright,
patent, trademark, trade secret, or other proprietary rights in and to any such 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 19-0000031 Vehicles Graphics and Decals 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.
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 13 of 16
EXHIBIT B
PRICE SCHEDULE
OTWOT ..
CITY OF FORT WORTH BID OFFER
Event ID Page Invited: PUBLIC EVENT DETAILS
FW01-19-0000031 _ _ 3
Event Round Vaafon Submit To: City of Fort Worth
1 1 __ _ PURCHASING DIVISION
Event Name LOWER LEVEL CITY HALL
t vehicle Graphics and Decals 200 TEXAS ST.
start Time Finish Time Fort Worth TX 76102
09/2s/1019 10:00:00 CDT _____ 09/03/2019 J.0,;00:00 CDT United States
Email: FMSPurchasingResponses@fortworthtexas.gov
Line QgUils
Lins: 1
Description: _ MY Unit UnnPrice Total _
12 inch x 12 inch-Fire Frogs Decal 2.00 EA
Line: 2
Description: Qty Unit Untti Lice Total
38 inch-Fire Frogs Decal 2.00 EA
Line: 3
Description: Qty Unit UnitPrice Total
7.25 inch x f0 kich Station No.7 Shield 2.00 _ EA
Decal [ ; C ' q aci
Una: 4 V
Description;, Qtv Unit UnLRpsice Total.
30 Inch x 40 Inch Station No.7 Shield 2.00 EA �i
Decal D 5 c', !Q.
Lirw: 5
Description: Qty Unit UnitPrice Total
12 inch Eight Ball Decal 2.00 EA
IS 34, 0c)
Line: 6
DeewhAfon: ��fthtsDecal CRY Uqit �t nftftice Total38 Inch wide _
0---).oo C,
Une: 7
Descrt tion: _ Unit Unaprhre Total
2 Inch Letters(alphabet A-Z 20.00 EA
upperceseflowercase)and Numbers(0-9)Decal
Line: 8
Descrlott0n: Qty Unit UnftPriee Total
17 Inch X 17.75 Inch-Fire Department Shield 25.00 EA _ ��
Decal b 3 /.S '_i 3 7
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 14 of 16
ORT WORTN�
CITY OF FORT WORTH BID OFFER
Event ti) Page Invited: PUBLIC EVENT DETAILS
M01-19-0000031 4
Event Round Version Submit To: Cry of Fort Worth
1 1 PURCHASING DIVISION
Event Name LOWER LEVEL CITY HALL
R8 t vehicles Graphics and Decals 200 TEXAS ST.
Start Time Finish Time Fort Worth TX 76102
08 2s 2019 10:00:00 CUT 09/03/2019 10:00:00 CDT Unled States
Email: FMSPurchaWr%Respmn@Mworthtexes.gov
Line: 9
PMRNRN Qlv unit UPON" TOM
10.5 kw h x 9 irK h-Fire Deperbw*Shield 25.00 EA
DKM
Line: 10
pa:xrriatiorc Qtv brit UMINke Totd
3.25 bxh x 2.875 kith-Fke Department 25.00 EA
Shield Decal
Line: 11 •�
Dowbilon: QN Unk tJrhkPria Tom
9.75 k►ch x 21 inch-Fire Worth Idly Decal 25.00 EA
Line. V
Anal arl: Atr IMk UrArd" Total
11.5Irch x 25 kith-Fart Worth M*Dec 25.00 EA
Line: 13
Qtr Unk UetiRtoe Total
�ign Hou*Rate for Dekhg WMe Decals 1.00 HR
Total Bid Amount: t--1
Non-Exclusive Vendor Services Agreement—Exhibit B
Firehouse Decals,Inc. Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUT ORITY
Execution of this Verification of Signature Authority 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 representations 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 its
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:
Title:
Signature
2. Name:
Title:
Signature
3. Name:
Title:
Signature
Name: --► Rk *4• FC ItN0MCr-
Signat e o esident/CEO
Other Title:
Date:
Non-Exclusive Vendor Services Agreement—Exhibit C
Firehouse Decals,Inc. Page 16 of 16