HomeMy WebLinkAboutContract 57363 City Secretary Contract No. 57363
FORT WORTH,
"4111
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 and D.H.Pace
Company,Inc. ("Vendor"),a foreign for-profit corporation,each individually referred to as a"party"and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B, and C, 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. For the installation, replacement, maintenance, and repair of airfield
security gates. Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date"). It shall expire one year from contract execution ("Expiration Date") unless terminated
earlier in accordance with this Agreement ("Initial Term"). The 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.
3. Compensation. The City shall pay Vendor an amount not to exceed forty thousand dollars
($40,000.00) in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule,
which is attached hereto and incorporated herein for all purposes. The Vendor shall not perform any
additional services for the City not specified by this Agreement unless the City requests and approves in
writing the additional costs for such services. The City shall not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenditures in writing. The City
agrees to pay all Vendor invoices within thirty(30)days of receipt of such invoice.
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.
OFFICIAL RECORD
Vendor Services Agreement
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
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, the 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.The 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,the Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. The 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 confidential and shall not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. The 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 the 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. The 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. Rieht to Audit. Vendor agrees that City shall,until the expiration of three (3)years after
final payment under this Agreement,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. The Vendor agrees that City shall have access
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during normal working hours to all necessary Vendor facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section. The
City shall give the Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that the 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 the City. Subject to and in accordance with
the conditions and provisions of this Agreement, the 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 City, its officers, agents, servants and employees, and
Vendor, its officers, agents, employees, servants, contractors, and subcontractors. The 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 subcontractors of Vendor. Neither
Vendor nor any officers,agents, servants,employees, or subcontractors of Vendor shall be entitled to any
employment benefits from City. The 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 subcontractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS,AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTY DAMAGE OR LOSS 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, trademark, 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 paying 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
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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. The 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 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 Vendor obligations under this
Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor shall
execute a written agreement with Vendor referencing this Agreement under which subcontractor
shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties
and obligations may apply. The 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:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
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Coverage shall be on any vehicle used by the 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 general commercial 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 the 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.
(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 the 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.
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(e) Any failure on the part of the 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, 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,
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 THE
VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUB-VENDORS, OR
SUCCESSORS IN INTEREST, THE 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) 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 the United States Mail, registered, return receipt
requested,addressed as follows:
To CITY: To VENDOR:
City of Fort Worth D.H. Pace Company, Inc.
Attn: Dana Burghdoff,Assistant City Manager Attn: Manny Maestas, Senior Regional Vice
200 Texas Street President
Fort Worth,TX 76102-6314 825 W Sandy Lake Rd 4100
Facsimile: (817) 392-8654 Coppell,TX 75019
With a copy to Fort Worth City Attorney's Office
at the 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 an employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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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 Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B, and C, contains the
entire understanding and Agreement between City and Vendor,their assigns and successors in interest,as
to the matters contained herein.Any prior or contemporaneous oral or written Agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of high quality and
conform to generally prevailing industry standards. The 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
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that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. The 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,the Vendor shall provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. The 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.THE VENDOR SHALL INDEMNIFY CITY AND HOLD THE CITY
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY THE 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. The City shall be the sole and exclusive owner of all
reports,work papers,procedures,guides,and documentation created,published,displayed,and/or produced
in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further,
City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other
proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of
City from the date of conception, creation, or fixation of the Work Product in a tangible medium of
expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a
"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent
such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of
the Copyright Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title,
and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,
trademark,trade secret,and all other proprietary rights therein,that City may have or obtain,without further
consideration,free from any claim,lien for the 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 an 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. The 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 the Vendor or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied by 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 so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than ten (10)employees or this 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, 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
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"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, the Vendor certifies that Vendor's signature
provides written verification to the City that the Vendor: (1)does not boycott Israel; and(2)will not
boycott Israel during the term of the contract.
31. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more,which will be paid wholly or partly from public funds of the City,with a company(with 10 or more
full-time employees)unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2).To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor:(1)does not boycott energy companies; and(2)will not boycott energy companies during the
term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for goods
or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms"discriminate," "firearm
entity," and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
City: Vendor:
By: Dana Burghdoff(Apr 5,202 :13 CDT) By.
Name: Dana Burghdoff Name: Mann3kyAegA
Title: Assistant City Manager Title: Senior Regional Vice President
Date: Apr5,2022 Date: 03/30/2022
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: 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
By: and reporting requirements.
Name: Roger Venables
Title: Aviation Director
By:
Approved as to Form and Legality: Name: Daota Shaw
Title: Airport Supervisor
By: U �t�� a^ �� City Secretary:
Name: Thomas R. Hansen
Title: Assistant City Attorney
9a .r�e�te S � r7�CG Boa FORT
By: Jan nette S.Goodal I(Api5,202216:07 CDT) p 0'60,0000000�iT�
Contract Authorization: Name: Jannette Goodall ��o0o 0001
M&C: NIA Title: City Secretary P�o
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 15
EXHIBIT A
SCOPE OF SERVICES
1. DETAILED SCOPE OF SERVICES/SPECIFICATIONS
1.1. Meacham and Spinks Airports have a combined total of twelve (12) gates at this time,with the
intent to add additional gates and HySecurity Slide Driver 50VF gate operators at both Airports.
1.2. The Contractor shall provide all labor, tools, parts and equipment necessary to repair
automated gates; restoring them to the specifications contained in the manufacturer's
maintenance and operations manual.
1.3. The Contractor shall repair automated gates in accordance with industry standards and any
applicable manufacturer's installation instructions, so as to not in any way void the
manufacturer's warranty.
1.4. Repairs shall include the replacement of parts and/or automated gates as authorized by the
City.
1.5. The Contractor shall provide a single point of contact list of names and telephone numbers to
the requesting department's point of contact to be notified of a request for service.
2. CONTRACTOR RESPONSIBILITIES
2.1. Supervision—The Contractor shall, during all periods of contract performance, provide
competent supervision of his employees to assure complete and satisfactory fulfillment of the
work and the terms of this Contract.The Contractor or a capable, fully authorized
representative must be immediately available during all work activities to receive any and all
special instructions from the requesting department's staff or designee.
2.2. Safety—The Contractor must be thoroughly familiar with all prevailing safety measures
pertinent to its operations.This shall include, but not necessarily be limited to Environmental
Health Agency(EPA) regulations, Fort Worth City Ordinances, and Occupational Safety and
Health Agency(OSHA) regulations. In addition, the Contractor shall be wholly responsible for
instructing its employees in these safety measures and seeing that they are fully complied with
in every respect.
2.3. Hazards—The Contractor shall at no time permit placing or use of equipment in such manner as
to block traffic lanes or to create safety hazards. Contractor personnel shall provide appropriate
warning devices when necessary and cooperate in the fullest in allowing through passage of
other vehicles and personnel, even to the point of interrupting their own work, if necessary.
2.4. Defective Work and Damages—The Contractor shall be wholly responsible for and shall
promptly correct or restore all defective Work or damages to any/all City facilities caused by its
activities. Restoration and correction shall be to the complete satisfaction of the City.This shall
apply to any part of a building, its appurtenances, the adjacent grounds, or any other tangible
damage incurred in the performance of the Contract. Failure by the Contractor to proceed
promptly with corrective actions may be cause for cancellation of this Contract with amount(s)
necessary to correct defective work and/or damage being withheld from payments due or to
become due to the Contractor.
2.5. Clean Up-The Contractor shall keep the premise free at all times from accumulation of waste
materials or rubbish. At the completion of the work, the Contractor shall remove all waste and
rubbish from and about the work area, as well as tools, equipment and surplus materials, and
Vendor Services Agreement—Exhibit B Page 11 of 15
City Secretary Contract No.
shall leave the area as clean and as free of spots, stains, etc., as before the work was
undertaken.
2.6. Performance- Failure of the City to insist in any one or more instances upon performance of
any of the terms and conditions of this contract shall not be construed as a waiver or
relinquishment of the future performance of any terms and conditions, but the Contractor's
obligation with respect to such performance shall continue in full force and effect.
3. WORK ORDERS REQUEST, HOURS OF SERVICE AND RESPONSE TIME
3.1. If the City of Fort Worth requests service, the vendor must respond to the jobsite no later than
one week from the time of request.This is to be considered the max time to respond.
3.1.1. Regular hours shall be from 8:00 A.M. to 5:00 P.M., Monday through Friday.
3.1.2. After hours shall be from 5:01 P.M. to 6:59 A.M., Monday through Friday.
3.1.3. Weekend hours shall be from 12:01 A.M. to 11:59 P.M, Saturday to Sunday.
3.1.4. Holiday hours include: City, State, and National.
3.2. The Contractor shall provide routine maintenance for all existing non-Vmag gates, operators,
and associated hardware.
3.3. The Contractor shall install new gates only at the request of the Aviation Department.
3.4. The Contractor shall replace existing gates with HySecurity Slide Driver or similar model upon
review and agreement by the Aviation Department.
3.5. The Contractor shall be responsible for troubleshooting and restoring normal operating
capabilities to the gate operators at Meacham and Spinks Airports.
3.6. The Contractor shall, upon request of City of Fort Worth Aviation Department, inspect and
determine the relevant work required to fix or maintain the gate operating equipment for the
airports.
4. SPECIFICATIONS OF SUBMITTING QUOTES FOR WORK ORDERS
4.1. Vendor shall draft and submit a quote describing, in detail, the relevant work necessary to
either fix or maintain the gates at the airport in order to make them functional.
4.2. The quote submitted by the Vendor must include the pricing for the work to be performed and
the cost of any parts required for the described maintenance or work listed on the bid.
4.3. If the quote for work is accepted by the City of Fort Worth Aviation Department,the vendor
shall be responsible for carrying out the work after being issued a purchase order.
4.4. All maintenance services shall be performed on an as needed and emergency basis. Vendor
arrive at service location within two (2) hours of the initial request for service.
4.4.1. Emergency hours shall be defined as follows:
4.4.1.1. After hours (5:01 P.M.to 6:59 A.M., Monday through Friday).
4.4.1.2. Weekend hours (12:01 A.M. to 11:59 P.M, Saturday to Sunday).
5. COMPLETION OF WORK ORDERS REQUEST
5.1. Upon completion of maintenance and repair work,the vendor shall provide the city with a
detailed work ticket to be approved and signed off on by an authorized city employee.
5.2. Preventative maintenance is defined as,Vendor checking the gate and operator hardware for
integrity.This will include any electrical, mechanical, hydraulic and optical components of all
gate operators and gates attached.
Vendor Services Agreement Page 12 of 15
City Secretary Contract No.
5.3. Vendor shall inspect and manually roll/slide gate to verify unrestricted and smooth travel.
5.4. Vendor shall inspect gate rollers (overhead trucks, cantilever rollers, V track hardware or
chains)for abnormal wear, lubricate or repair and replace if necessary.
5.4.1. If any gates are damaged;vendor shall replace and or repair if necessary; gates will vary
in material, size and construction (chain link, pickets, aluminum, steel, iron, square tubing,
round tubing).
5.4.2. If any supporting posts are damaged (cantilever truck posts, gate roller posts, latching
posts, gate operator posts)vendor shall replace and or repair if necessary.This will include
removing damaged posts set in concrete; removing old concrete and re-pouring new
concrete.
5.4.3. If the gate operator is damaged, vendor shall replace, repair and or re- program if
necessary.This will include the gate operator housing and supports, hardware, software,
electrical, mechanical, hydraulic and optical components of the gate operator and any or
all of these that is attached to the gate itself.
5.4.4. Vendor shall refer to gate operator's manual and maintenance schedule for correct
specifications.
6. DELIVERY SERVICE LOCATIONS AND OPERATING HOURS
6.1. Meacham International Airport American Concourse, Suite 330 Fort Worth,Texas 76106
6.1.1. Invoicing to Meacham Airport Administration
6.1.2. No hardware deliveries will be accepted at this location.
6.2. Meacham Airport Maintenance Facility Maintenance Facility 3300 Ross Avenue, Fort Worth,
Texas 76106
6.2.1. Hardware deliveries will be accepted at this location Monday-Friday Sam to 5pm.
6.3. Spinks Airport 450 Alsbury Court, Fort Worth,Texas 76028
6.3.1. Invoicing to Meacham Airport Administration
6.3.2. Hardware deliveries will be accepted at this location Monday-Friday Sam to 5pm
7. CONTRACTOR SINGLE POINT OF CONTACT(SPOC)
7.1. The SPOC shall be available and on-24 hours a day, 7 days a week (24/7),365 days/year.
Contractor shall provide the office number, email address, and cell phone number for the
SPOC. During times the SPOC is unavailable (due to vacation, travel, etc., for example), the
Contractor shall provide a designee for the SPOC.The designee shall meet the same
requirements as specified for the SPOC within this Scope of Work and shall have the same
authority as the SPOC.
7.2. The SPOC shall provide and maintain a list of appointed backup contacts and telephone
number(s) of the designated personnel responsible for providing services included in this
agreement to the Water Department.
Vendor Services Agreement Page 13 of 15
City Secretary Contract No.
EXHIBIT B
PRICE SCHEDULE
Line:
u0scriptio1: CW Unit Uaitilrice Total
?r=fVErltil vc V jri'en:ir::e S�:vlca Call'T�Msta,l 4.00 EA
TYM-VSA Gate Operator $1 25.0D $500.00
une: ?
17ascription: City Unit UaitPriee Tpgl
ServlceCsll During Regular Business Hours: 100.00 HR
S;UDA,M-to 5,00 P.M.,Monday through Frldsy
$89.40 $8,90Q.00
Line: 3
Uascription_ Sltyy Unit UaitPriee Total
Service 0AAfter Business Hours:5:01 P.M. 49.4k HR
to 6'59 A.M.,Monday through Friday. $139.00 $5,5fi0.40
Llna, 4
DAscrfptian: 61ty Unit UnitPries Total
Service Call Weekend Hours:12.61 A.M.to 40.00 HR
11.59 P.M,Saturday to Sunday. $139.04 $5,560.40
Line: 6
d 5erf ion: fit. Unit UoitPrice 7 tal
Preventative Maintenance Service lrlhlal Call 28-M EA
Out Fee:{Elate Feet'
$50.00 1 F$1,400.00
L.R.
❑escripcilvm ___-- ow unit VnitPr" Total
t'rQvLntr:L ve kl9on!enance&e^tics Cell: 4.Q0 EA
H/:;'euu i:.5liceDiiver •�'vF Galr G¢e E{r.lr $125.Ofl $540.00
Line: 7
❑c±sr.ription: t]tv Unit UrtltPrka Total
pi Me nteneirxsService Call: 4.00 HR
S iceD'i•vnr'25WF Gate Operator
Unit UnitPrrce Total
p, .r�„-i_:i•.=nl,irrrnanc:o Ssrviea CaII:Lrft 4.00 EA
F:1:0::,r„+.ir Opn•n7n.r $12,5.4Umm Q�.fla
4tH laid Rrrtaun>; ����4'�Q,i�p
A.Lid of•"f •7�rm 'vris.-.,, ntrr;,i"J t;�'I:s CITY ri-S ci'IU-0'Or:1e..[`rre;;'.e',
and tnl'Ci7,j:vil r,7t rxnerf-n m,,v tn-(',r!t t!,x.A-i!o= in o d"^r nc Discount 30°I oF1 ManulacY rers List Price
['�57C 95❑..... CE Cet thin Nf sill he hy:I P. fy:"2:. ,=C:f'_+rpr 'ur��onp�;iar'Earls ar.l s-y.a ir:n�En1
ck+r.s e ct&i6"to t:::a-tia'r'em.tie aovlG.('J.a"7r)`ir.l'7'no rccogn ^rl:v
be::•Y S ae ec as rc•a;as:ra r.;iv and may re..til.t n r.isnnr.li`[arr.n 4t�
bla.
TOTAL AMOUNTS ARE ESTIMATES ONLY AND ONLY UNIT PRICES ARE APPLICABLE TO
THIS PRICE SCHEDULE.
Vendor Services Agreement Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
D.H. PACE COMPANY,INC.
825 W SANDY LAKE RD#100
COPPELL, TX 75019
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 the Vendor.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. The
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 Vendor.
1. Name: Scott Symes
Position: P of Operations
Sig re
2. Name:
Position:
Signature
3. Name:
Position:
Signature
ame: Mann Mae�stas
r e of si ent/CEO
Other Title: Sr Regional VP
Date: J? /3 O At
Vendor Services Agreement—Exhibit C Page 15 of 15