HomeMy WebLinkAboutContract 55804City Secretary Contract No. 55804
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VENDOR SERVICES AGR�EMENT
(Information Technology)
This Vendor Services Agreement ("AgreemenY') is made and entered into by and between the City
of Fort Worth, a Texas home-rule municipal corporation (the "City" ar"Client") and Sealco LLC, a
Missouri Limited Liability Company ("Vendor"). City and Vendor are each individually referred to herein
as a"party" and collectively referred to as the "parties." The term "Vendor" shall include Vendor, its
officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include
its officers, employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A— Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B— Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendar" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
e�nployees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with cleaning and maintenance services. Specifically, Vendor will perform all duties outlined and
described in the Statement Of Work, which is attached hereto as Exhibit "A" and incorporated herein for
all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in
accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform
the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there
is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall
control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below ("Effective Date") and shall expire no later than September 1, 2021 ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.
This Agreement may be renewed for an unlimited number of renewals at the mutual agreement of the
parties, each a"Renewal Term." The City shall provide Vendor with written notice of its intent to renew at
least thirty (30) days prior to the end of each term.
Vendor Services Agreement — Technology (Rev. 8/19)
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OFFICIAL REC�RD
CITY SECRETARY
FT. VIIORTH, TX
City Secretary Contract No.
3. Compensation. City shall pay Vendor an amount not to exceed Three Thousand Dollars in
accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached
hereto and incorporated herein for all purposes. [For each Renewal Term, the City shall pay the amount on
a quote provided by Vendor which shall then be attached to the City's respective renewal form.] Vendor
shall not perform any additional services for City not specifed 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. City agrees
to pay all invoices of Vendor within thirty (30) days of receipt of such invoice.
4. Termination.
4.1. Convenience. Either the 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. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Fundin�0ut.. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the 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 the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the 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 the 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 the City in a machine readable format or other format
deemed acceptable to the City.
Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the 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 the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
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City Secretary Contract No.
confidential and shall not disclose any such information to a third party without the prior written
approval of the 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.
5.4. 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 the City immediately if the security or integrity of any
City infarmation 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 the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
Ri�ht to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the 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. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any 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 granted herein, and not as agent, representative or
employee of the 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, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. 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 the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
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City Secretary Contract No.
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 subcontractors.
8. LIABILITY AND INDEMNIFICATION.
81. 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), MALF�ASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND 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 BUSIN�SS AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY, INCLUDING D�ATH, TO ANY AND ALL PERSONS, AND
DAMAGES FOR CLAIMS OF INT�LL�CTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.- Intentionally Deleted
8.4. Data Breach. - Intentionally Deleted
9. Assi�nment and Subcontracting.
9. l. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, tlie subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
9.2. MBE Goal — Intentionally Deleted
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
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City Secretary Contract No.
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. 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 tlie
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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances Rules and Re�ulations. Vendar agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the 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,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
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City Secretary Contract No.
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,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the 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) l�and-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 THE CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Wortll TX 76102
With Copy to the City Attorney
at same address
TO VENDOR:
Sealco LLC
Attn: Eddie Dulaney
1751 International Parkway Ste. 115
Richardson, TX 75081
14. Solicitation of Emplovees. Neither the 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. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Govermnental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the 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 the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governin� Law and 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 on the basis of
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. Severabilitv. 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. The 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 (force
majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts
Vendor Services Agreement — Technology (Rev. 8/19) Page 6 of
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City Secretary Contract No.
of God, acts of tlle 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. Headin�s Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of CounseL The parties acknowledge that each party and its counsel have reviewed
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 hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of A�reement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
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. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional 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 the City to Vendor for the nonconforming
services.
26. Milestone Acceptance.- Intentionally Deleted
27. Network Access. — Intentionally Deleted
28. Immigration Nationalit.�. 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, LIABILITI�S, 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.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
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City Secretary Contract No.
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either pariy shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding tlle
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, 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 tlle 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 Addendum, Vendor certifces that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Isr-ael; and (2) will not boycott Israel du��ing the term of the
Agreement.
31. Reporting Requirements.
31.1. For purposes of this section, the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.12. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.13. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
31.1.4. Compute�• technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
sllall include installation of software, hardware, and maintenance services.
31.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
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City Secretary Contract No.
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Si�nature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute tllis 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(s) 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 `B" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5(Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit), and
Section 8(Liability and Indemnification) shall survive termination of this Agreement.
(signature page follows)
Vendor Services Agreement — Technology (Rev. 8/19) Page 9 of
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City Secretary Contract No.
[Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND AGREED:]
City:
UqlBi'i8 WqSG�ih �f"oh
By: Valerie Washington (Jun 7, 02112:43 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: � u n 7, 2021
Vendor:
By:
Name
Title:
Date
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
�� �--�
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality
� �„�,.��
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: NA
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Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
Bj�: Bo�L� (�7, 2021 11:41 CDT)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
City Secretary:
By: ����
Name: Mary Kayser
Title: City Secretary
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OFFICIAL REC�RD
Vendor Services Agreement — Technology (Rev. 8/19)
21
CITY SECRETARY
FT. VIIORTH, TX
Exhibit A
Statement of Work
A Proposal For
Cit of Fort Worth
y
Preventative Maintenance
Prepared By
Sealco
Natasha Spawn
11/17/2020
,�`eal��
11/17/2020
IT Solutions Department
City of Fort Worth
1000 Throckmorton Street
Fort Worth TX 76102
United States
Don,
Thank you for the opportunity to present this information regarding the cleaning of your critical
environment. I have prepared this proposal to include the scope of work and costs.
As you already know, a properly maintained data center, cleaned both under the floor and within the room,
can dramatically increase system reliability by reducing the problems associated with airborne
contaminants. At Sealco, with our Over 30 years of experience in cleaning and maintaining data centers,
coupled with our OSHA/HASCOM compliance, we bring the highest level of data center cleaning expertise
to our clients to ensure this is accomplished.
Again, thank you for the opportunity to offer Sealco's services and I look forward to working with you on
this project.
Sincerely,
Na�-ws.�.a S�aww
Natasha Spawn
SealC�
Natasha Spawn � � � nspawn@sealco.net � We Perform For You.
Contents
Section I: Executive Summary: Why Trust Sealco in Your Data Center?
Section II: Scope of Work
Section III: Costs
Section IV: Benefits of a Clean Data Center
Section V: Commitments
Section VI: Valued Customers
Sealc�
Natasha Spawn � � � nspawn@sealco.net � We Perform Far You.
Executive Summary:
Why Trust Sealco In Your Data Center?
Founded in 1984, Sealco has become a Trusted Industry Leader among IT
and Facilities Management Professionals in the data center industry.
Sealco specializes in cleaning and maintaining computer rooms and their
support equipment, and services many Fortune 100 companies throughout
the country.
We acknowledge our client's concern for safety and security in their
critical environment, and because of this all of our technicians are fulltime
permanent employees. Personnel are extensively trained and experienced
in data center protocol, as well as background and drug tested. This, along
with our specialized maintenance program and OSHA/HAZCOM
compliance, will provide the level of cleanliness needed for an efficient
operation with minimal inconvenience to you and your staff.
Since the method of cleaning will have a significant impact on the
sophisticated equipment that occupies the space, Sealco uses only the best
available products and equipment. Please see the next page for products
and equipment utilized by Sealco.
In addition to cleaning, Sealco's AirSeal division has become the industry
leader in Bypass Airflow Management. AirSeal offers our customers a
wide variety of energy conservation measures (ECM's) that optimize
airflow in their data centers. From Bypass Airflow Surveys, to sealing all
RAF openings and unused white spaces, to hard and soft wall containment
systems, AirSeal has helped our customers save on their utility bill with
paybacks on average of 12 months or less while also protecting and
prolonging the life of their equipment. For more information about
Sealco's AirSeal program and how we can assist you in your efforts to
become more energy efficient, please contact us.
We feel that Sealco's extensive expertise and experience makes our firm
particularly well suited for this project. We are, in fact, the experts
Sealc�
Natasha Spawn � � � nspawn@sealco.net � We Perform For You.
Professional Critical Environment Products and Equipment
• HEPA or ULPA filtered portable vacuum units and non-marking attachments
o All critical filter vacuums (dry) meet recognized standards for data center clean
rooms and provide shielded motor housings to protect against EMI / RFI
emissions.
o Filtration vacuums are 99.999% efficient to .12 microns.
• All equipment, materials, and supplies are for use in a data center environment only and
shall not be used in any other parts of any building.
• Utilize anti-static chemicals, which are designed for effective and safe use in data center
environments.
• GFCI protected outlet plugs at any utilized power outlet.
• Low lint mop heads with aluminum or fiberglass handles.
• Durable tilt-resistant mop buckets.
• Non-flammable, non-corrosive, balanced PH, Anti-Static cleaner diluted with clean
water.
• Caution signs for wet floors and other safety hazard notification.
$ealc�
Natasha Spawn � � � nspawn@sealco.net � We Perform For You.
Scope of Work
Work to be performed at:
City of Fort Worth
1000 Throckmorton Street
Fort Worth TX 76102 US
ROOM 1 - Computer Room
2000 Square Feet Per Billing Price -$614.91
Semi-Yearly
1. Floor Vacuum - Remove all dust and debris from floor surface using an approved vacuum with the proper
attachments.
2. Brush Vacuum - Remove dust from surfaces of cabinets, equipment, etc., using an approved vacuum cleaner
and treated disposable dust wipes (for non-equipment surfaces.).
3. Spot Clean Equipment - Spot clean equipment, fixtures, etc., to remove unsightly finger prints, smudges, and
soil.
4. Crevice Vacuum - Vacuum dust and debris from underneath and around all equipment, cabinets, etc.
5. Spot Floor - Remove unsightly spots, scuffs, adhesives, and marks from floor surface.
6. Damp Mop - Damp mop floor using an anti-static cleaner specifically designed to eliminate static electrical
charges in critical environments. Apply with a low lint mop.
7. Clean perforated Panels - Clean Perforated Panels. Remove all accessible perforated floor panels. Vacuum
the inside of the panels and the sub-floor area directly beneath them. Remove accessible cable cut-out panels
and vacuum the sub-floor area directly beneath them as well.
Sealc�
Natasha Spawn � � � nspawn@sealco.net � We Perform For You.
Pricing Information
Semi-Yearly
Applicable Sales Tax:
Total Semi-Yearly Cost of Proposal:
Total Yearly Cost of Proposal:
$614.91
$0.00
$614.91
$1,229.82
Sealco will furnish all material and labor, complete in accordance with the specifications stated within this proposal. All
work shall be performed Monday — Friday between the hours of 6:00 A.M. and 6:00 P,M., unless otherwise noted. Work
performed outside these times may require additional charges. The above cost includes all labor, materials, and
mobilization.
If all or part of the cost is non-taxable, please return a Sales Tax Exemption Certificate, along with a signed copy of this
Acceptance form. Please note that all payment terms are net 30 days, unless otherwise noted. Overdue accounts may be
subject to late payment charges of 1.5% per month. Per maintenance agreements, this shall remain in effect for a
maximum of 12 months from the date of acceptance, unless specified by either party in writing. When paying by credit
card, a 3% service fee will be charged for processing
This Proposal incorporates the Terms and Conditions attached hereto as if fully set forth herein. As an authorized
representative of City of Fort Worth, or "Client", I hereby acknowledge and agree with the Terms and Conditions by my
signature hereto.
Submitted by:
Nattiy{�.a� S�a-ww
Invoicing Address:
200 Texas St
Fort Worth, TX 76102
Approved by:
uqlerie wasHin�itov,
Valenc W ash�inaton (Jun 7, 7071 17:/13 CD I)
NameVa�erl2 �/1�aSi1111gt011 Title Assistant City Manager
B;ll;ng conta�t: D o n Atc h i so n
Billing Phone: 817-392-7578
P.o.#: Will be issued upon execution
Okay to invoice via email? �/ No (circle one)
Email Address for Invoice supplierinvoices@fortworthtexas.gov
Sealc�
Natasha Spawn � � � nspawn@sealco.ne[ � We Perform For You.
Benefits of a Clean Data Center
A clean data center, both under the floor and in the room, can result in a
dramatic increase in system reliability.
There is an abundance of technical information available describing the
behavior and effects of airborne contamination in high-tech equipment
rooms. For example, studies published by the American Society of
Heating, Refrigeration and Air Conditioning Engineers (ASHRAE)
demonstrate the tendency of contamination to seek out electrical
components. Airborne Particles pick up static charges as they float about in
the data center environment. This causes them to see oppositely charged
surfaces and to plate out over them. In an electronic circuit board, dust
finds its natural home. Since nearly all particulate can conduct electricity
when heated to a liquid state or when it has absorbed moisture, the result
of plating on a circuit board is often a short circuit. At best, such a short
may be a momentary event without ill consequence. However, the short
may also cause board failure and equipment shutdown, or in extreme
cases, a flash fire.
It is important to keep the amount of dirt and dust within a data center
facility to a minimum. Regular cleaning by a professional, experienced
staff, is the best course of action. Experts agree that a regular janitorial
staff should not be used to clean a computer room since they are not aware
of its unique requirements. For example, a janitorial staff may make the
data center look clean by vacuuming, but will have blown a lot of dust and
sib-micron particles out the back of the vacuum, creating more problems
instead of helping to deter them.
Regular professional cleaning will help data center managers avoid the
problems associated with airborne contaminants and will therefore
improve network reliability.
Sealc�
Natasha Spawn � � � nspawn@sealco.net � We Perform For You.
Terms and Conditions
Sealco Shall:
• Furnish proper material, labor, equipment, and supervision necessary to complete contracted services per
this proposal.
• Pay all Social Security, Federal and State Employment Taxes, Use, Sales, Excise and other taxes directly
attributable to our employees, equipment, and supplies.
• Comply with and follow all safety and security regulations.
• Provide documentation per request of complete insurance coverage for General Liability, Excess Liability,
and Workman's Compensation.
• Comply with and follow all drug-free work policies. All Sealco personnel shall have completed drug
screening prior to employment, and participate in quarterly random testing as per Sealco policy.
• Have had all Sealco personnel complete training in Safety Procedure, Quality, Material Handling, and
proper work area protocol, for Data Centers, Clean Rooms, and Construction Sites.
• Comply with all Federal, State, and Company safety regulations. All Sealco personnel shall have completed
and passed an OSHA/HAZCOM compliance program course.
City of Fort Worth, Shall:
• Provide sufficient electrical outlets and potable water for use in performing contracted services.
• Indemnify and hold harmless Sealco L.L.C. from all claims losses, liabilities and damages, including but
not limited to, computer down time in the event of any mishaps during the performance of all services
mentioned in this proposal.
• Sealco agrees to pay for the cost of repair or replacement of any equipment damage caused by the gross
negligence or malicious intent of any Sealco employee or agent in performing their duties as outlined in this
proposal.
• In the event that the contract is cancelled prior to the end of a full year of maintenance service, any labor
costs accrued by Sealco may be invoiced.
• In the event of cancellation or postponement of work, due to customer request, may incur pass through
costs associated with flights and booking fees that will be invoiced to the customer. Sealco will provide
documentation in the form of receipts and/or invoices in this event.
Sealc�
Natasha Spawn � � � nspawn@sealco.net � We Perform For You.
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City Secretary Contract No.
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Sealco LLC
1751 International Parkway Ste. 115 Richardson, TX 75081
Cleaning and maintenance services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the 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 Company. The 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.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name: jJ /�, i fF S ft� S('11 �! I�1
Positi : �} �' �U `T '��FIJ}-tC �s�
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Signature
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Name: � SS �� � I� U L�
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Name: C�DiE�u�-/�t�E�
Pos" n�}C�('_li f IUfc U�CL ���5(��r,7 l
ignature
Na . C1�7)� � vL/� N� �
ignature of President / CEO SI
Other Title: .�X ' i,�-,—U u� �� z5 I����
Date: � Z � ZO� �
Vendor Services Agreement — Technology — Exhibit B Page 21
of 21