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HomeMy WebLinkAboutContract 52961-R3 CSC No. 52961-R3 CSC No. 52961-R3 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE August 1, 2022 Global ARFF Services, LLC Attn: Troy D. Harrison, Vice President-Service P.O. Box 679827 Dallas, TX 75267 Re: Contract Renewal Notice Contract No. CSC No. 52961-R3 (the"Contract") Renewal Term No. 3: October 1, 2022 to September 30, 2023 The above referenced Contract with the City of Fort Worth expires on September 30, 2022 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.gov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, Brenda Ray Sr. Contract Compliance Specialist Brenda.ray(2fortworthtexas. og_v OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 3 CSC No. 52961-R3 ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including y"l" '' performance and reppYortin ByValerie,VVashington(Aug 31,2U2223:25CDT) ensuring all Y g requirements. Name: Valerie Washington Title: Assistant City Manager Date: By: Mark Rauscher(Aug 29,202217:37 CDT) APPROVAL RECOMMENDED: Name: Mark Rauscher By:J&fs Davis(Aug3Q 20221032 CDT) Title: Assistant Fire Director Name: Jim Davis Title: Fire Chief APPROVED AS TO FORM AND LEGALITY: ATTEST: By: Name: Taylor Paris By:J ette S.Gooda H(Sep 6,202210:-5d DT) Name: Janette Goodall Title: Assistant City Attorney p�pF°FORT��� Title: City Secretary �►° %O a�° -. ��o °�Id Avg .0X CONTRACT AUTHORIZATION: °O°°0°°°° .d N/A a��EapSq'o.� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 CSC No. 52961-R3 Global ARFF Services, LLC By: Tro�rrison(Aug 29,202211:33 CDT) Name: Troy D. Harrison Title: Vice President-Service OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 3 of 3 CSC No.52961-R2 CSC Xo- 52961 CM OT+FOU WO C4PMACT MMWAL NOTICE Aug 30,2021 Senices.IMC- Wn Re: Contract Fftnewal Notice Contract No.CSC M 52 (thee"C ) Renewal Term No. 2 lamer le 2021 to SecritemhK 20,21122. The abwe reftanced Cony with ihe City of Fort Wont expires an September 30, 2021(the"hi pirat on Date").PWass to the Contract,contract renewals are at the sole option of the City. This letter is to inform you that the City is wercising its right to renew the ConM4 for an a iti l one (1) year prod, which will begin immediately afkr the Stpiration late. All other Ows and conditions of the 'Conft& remain unchanged. Please rdurn this signed acknowledgement lelft along with a copy, of your current insw-ance cerMaw to the addmss set'forth 'below,acknowledging receipt of the Contract Renewal Notice.Failure to pie a signed acknowledgment does not affect the rend Please log onto PeopleSoft Purchasing at to that your company inflotmationis correct and up to4ate. If you have my questions coning this Contrut Renewal WiCe,'please Contact me at the telephone number listed mow. Sincerely, Uawwn 8l7 38 6902 Pap l gat` OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX CSC No. 52961 ACCEPTED AND AGREED: Contract Renewal Page 2 of 4 CSC No. 52961_ CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER.- By signing I acknowledge that I am the person responsible for the monitoring and By. Va[Erie Washington(Sep 15,202116:07 C DT) administration of this contract, including Name: Valerie Washington ensuring all performance and reporting requirements. Title: Assistant City Manager Date: Sep 15,2021 By: Josh Cl 113:50 CDT) Name: Josh Clark APPROVAL RECOMMENDED: Title: Fire Lieutenwit By: APPROVED AS TO FORM AND ATTEST: LEGALITY: C�dsvl . - B Apt By: Ronald P.Gonzales(Sep 15,2 17:27 ) }� Name: Robert_Gonzales, Name: Christopher Austria Title: Acting City SecretaLy Title: Assistant City Attorney �,d-p�OTIn� daF FOR T d o°°°°°°° °° &d °°° `p��� CONTRACT AUTHORIZATION 16.o o•�d 0 v o oo =� Date Approved: °o° °°o Ltd M&C: COI 'TRACT AUTHORIZATION M&C: N/A Form 1295 Certification No., N/A Contract Rene%%al Page 3 of d OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX CSC No. 52961 Global ARFF Services, LLC By: Name: Troy D. Harrison Title: Vice President-Services Contract Renewal Page 4 of 4 CSC No. 52961 CSC No.52961-RI CITY OF FORT WORTH CONTRACT RENEWAL NOTICE September 10, 2020 Global ARFF Services, I,I.0 Attn: Troy D Harrison,Vice President-Service PO BOX 679827 Dallas,TX 75267 Re: Contract Renewal Notice Contract No. CSC No. 52961 (the "Contract") Renewal Term No, 1: October 1, 2020 to September 30, 2021 The above referenced Contract with the City of Foil Worth expires on September 30, 2020 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other- terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http:llfortworthtexas.g_ov_/purchasing to insure that ),our-company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below, Sincerely, Josh Clark Fire Lietttenant 817-392-6902 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Kenemal Page t of CSC No. 52951 ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Valeria,N��h��gt=fta�'��n�,s.,A��� Name: Valerie Washington Title: Assistant City Manager Date: Sep 22,2020 '�Tk C&t-k B y;Josh Clark(Sep 14,202015:13 CDT) Name: Josh Clark Title: Fire Lieutenant APPROVAL RECOMMENDED: APPROVED AS TO FORM AND LEGALITY: Chrisfanher Austria By:Christopher Austria(Sep 16,202015:30 CDT ) _ By:J s Davis(Sep 14,202016:26 CDT) Name: Janes Davis Name: Christopher Austria Title: Fire Chief Title: Assistant Cty_Attorney 6.DgV4pnq� ATTEST: 0 F�F°010.0. aid CONTRACT -o °° =d AUTHORIZATION: 000 0 0*� a n00-000 b M&C: N/A Name. Maly Kayser Date Approved: Title: City Secretary Form 1295 Certification No.: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of CSC No. 52961 GJob(d ARF,F'Services, LL C By: Name: Troy D.Harrison Title; Vice President-Service OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 3 of CSO-52961 Q•� .�2p19 BID#19-0000027 NON-EXCLUSIVE VENDOR SERVICES AGREEMENT 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 its duly authorized Assistant City Manager, and Global ARFF Services, LLC_ffendor"), a Texas limited liability company, acting by and through its duly authorized representative,each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This 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 repair and maintenance of City's six(6)ARFF trucks("Services"). Exhibit"A,"Scope of Services,more specifically describes the Services to be provided hereunder. 2. TERM. This Agreement shall begin on October 1,2019 -("Effective Date")and shall expire o n September 30,2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term'). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,for up to four(4)one-year renewal periods. 3. COMPENSATION, City shall pay Vendor in accordance with 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 RFP 19-0000027. Vendor further understands and agrees that the aggregate amount of all contracts awarded to multiple vendors under RFP 19-0000027 during the Initial Term shall not exceed the amount of fifty thousand dollars and zero cents ($50,000.00), 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 fifty thousand dollars and zero cents ($50,000) in any given Renewal Term. 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 Vendor Services Agreement Page] of 16 T WIT RTH,TX 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 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 tQ 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 mai> tain 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 co promised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to coo rate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. Vendor Services Agreement Page 2 of 16 It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers,agents, servants,employees or subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 I.IABIL.ITY - 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, 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 VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY SHALL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO.IN THE EVENT CITY, FOR Vendor Services Agreement Page 3 of 16 WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION,WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY 'TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR SHALL,AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY,EITHER: (A)PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Insurance Limits Vendor Services Agreement Page 4 of 16 (a) Commercial General Liability — Vendor shall maintain commercial general liability (CGL)and,if necessary,commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Agreement. (i) City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy,unless City specifically approves such exclusions in writing. (ii) Vendor waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. (b) Business Auto — Vendor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of"any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of this Agreement. If Vendor owns no vehicles, coverage for hired or non-owned is acceptable. Vendor waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement or under any applicable auto physical damage coverage. (c) Worker's Compensation — Vendor shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident Vendor Services Agreement Page 5 of 16 $5000,000 disease—policy limit $100,000 disease—each employee Vendor waives all rights against City and its agents,officers,directors and employees for recovery of damages to the extent these ¢images are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Vendor pursuant to this Agreement. (d) Professional Liability(Errors&Omissions)—If appropriate,Vendor shall maintain professional liability insurance as follows: $1,000,000-Each Claim Limit $1,000,000-Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a sepJate 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 gf the contractual agreement and for three (3)years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Insurance Requirements (a) Certificates of insurance evidencing that Vendor has obtained all required insurance shall be attached to this Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. (b) Applicable policies shall be endorsed to name City as an Additional Insured thereon, subject to any defense provided by the policy, ay its interests may appear. The term City shall include its employees, officers, ocials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to this.Agreement. (c) Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable po ies documented thereon.Vendor's insurance policy(s) shall be endorsed to provIde that said insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery.Vendor's liability shall not be limited to the specified amounts of insurance required herein. (d) Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. Vendor Services Agreement Page 6 of 16 (e) A minimum of thirty(30)days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. (f) Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency. (g) Any deductible or self-insured retention in excess of$25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first-dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. (h) In the course of the Agreement, Vendor shall report, in a timely manner, to City's Contract Compliance Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. (i) City shall be entitled, upon its request and without incurring expense, to review Vendor's insurance policies including endorsements thereto and, at City's discretion, Vendor may be required to provide proof of insurance premium payments. 0). Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. (k) Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. (1) City shall not be responsible for the direct payment of any insurance premiums required by this Agreement. (m)Subcontractors of Vendor shall be required by Vendor to maintain the same or reasonably equivalent insurance coverage as required for Vendor. Upon City's request,Vendor shall provide City with documentation thereof. 11. COMPLIANCE WITH LAWS.ORDINANCES.RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal,state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. Vendor Services Agreement Page 7 of 16 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance J Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Global ARFF S-rvices_,LLC. Attn: Valerie Washington ,Assistant City Manager Vice President- ervice , Title 200 Texas Street Troy D.Harrison_ Fort Worth,TX 76102-6314 713-206-8097 Facsimile: (817)392-8654 Email tharrison@siddons-martin.com With copy to Fort Worth City Attorney's Office at Facsimile: same address 14. SOLICITATION OF EMPLOYEES, Neither City nor Vendor shall, during the term of this Agree ent and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performa ce 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. Vendor Services Agreement Page 8 of 16 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. SEVE ABILITY. 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. 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. Vendor Services Agreement Page 9 of 16 This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product'). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Iork 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, tra mark, trade secret, and all other proprietary rights therein, that City may have or obtain, without er consideration, free from any claim,lien for balance due,or rights of retention thereto on the part o City. 28. SIGNATURE A THORITY. 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 Vendor Services Agreement Page 10 of "C".Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's.resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL 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 contract Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. IN WI r N ESS WHEREOF,the parties hereto have executed this Agreement in multiples this day of 20J1. (Signature page follows) Vendor Services Agreement Page 11 of ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: _ By signing I acknowledge that I am the person ic Washington(Oct 22,2019) p responsible for the monitoringand administration of this ..cr By, contract,including ensuring all performance and reporting requirements. Name:Valerie Washingtton Title: Assistant City Manager Date: Oct 22,2019 Mark Rauscher(Octct 1 By: -11":ame: Mark 1?auscher APPROVAL RECOMMENDED: Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: Jaynes Davis James Davis(Oct 17,2019) .�--- By. � Name: James Davis Tree y )5(oct 17,2019) Title:Fire Chief By:_Name: Trey Qualls ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: FONT &C: _ e k.ays r �3,2'J P3 By. Name: Mary J.Kayser.✓ j Title: City Secretary _ r *. r� VENDOR: ATTEST: Troy&Harrison(Oct 16,2019) irG�l Ji By: By:Troy arnson(Oct 16,2019) Name:Troy D.Harrison Name: Troy D.Harrison TitleVice President-Service Title: vice President-Service Date: Oct 16,2019 OFFICIAL RECORD i CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 12 of EXHIBIT A SCOPE OF SERVICES 1. SCOPE OF WORK 1.1 Vendor shall supply City with general maintenance and repair of six (6)ARFF trucks in order to reduce overall fire apparatus maintenance cost, improve fire apparatus availability and improved services offered to the City's fire apparatus. Maintenance should be performed monthly. 2. QUALITY OF SERVICE AND WORK 2.1 Vendor shall provide the City an acceptable level of service in terms of cost, time and workmanship. Upon return and inspection of services completed, FIRE DEPARTMENT personnel will notify the Vendor if any issues regarding the services or parts are found to be unsatisfactory. Vendor will be given opportunity to correct. Failure of Vendor to correct services or parts to a satisfactory condition will be considered grounds for terminating any agreement between Vendor and the City. 2.2 Vendor will be required to perform the work using the most up to date and appropriate methods available for said work under industry standards. This includes, but is not limited to, all suitable repair equipment and parts to insure the satisfactory execution of any repair or installation. 2.3 Vendor will be required to provide documentation on their personnel authorized to perform work on City vehicles and equipment. This includes all certifications, such as the National Institute for Automotive Service Excellence(ASE),that qualify them to perform said work. 2.4 Vendor must give the City priority service, as many City vehicles are utilized for public safety and emergency response. Expeditious turn-around is critical to City operations. However, additional fees for priority services are prohibited. 3. ORDERED SERVICES 3.1 The City is only obligated to pay for services actually ordered by an authorized City employee and then received and accepted as required by the City. 4. PARTS 4.1 All parts utilized in repairs,replacements or installations on City vehicles and equipment must be new unless otherwise requested by FIRE DEPARTMENT personnel. Any rebuilt or remanufactured parts must be approved in writing by City FIRE DEPARTMENT personnel prior to being utilized by a vendor. 4.2 The Vendor warrants and/or guarantees all work and products supplied under this Agreement against any defects in design, workmanship, materials and failure to operate satisfactorily. Each product shall be constructed to the highest standards. Products manufactured of poor workmanship will not be accepted. 5. ESTIMATES 5.1 Vendor will be required to provide written estimates to City FIRE DEPARTMENT personnel before the start of any work. The estimates may be emailed to the FIRE DEPARTMENT Vendor Services Agreement Page 13 of 16 Associated Supply Company,Inc. employee(s)and/or FIRE DEPARTMENT shop location who tequested the services to be completed. 5.2 Estimates must be approved and authorized by City FIRE DEPARTMENT personnel in writing (email, fax or written)prior to work being performed. 5.3 Original invoices submitted to the City for work performed cannot be greater than initial estimate provided unless approved by City FIRE DEPARTMENT in writing. If during the course of the originally estimated repairs, it is noted that further repairs will be needed,a revised estimate must be prepared by Vendor for the additional work. 5.4 If City vehicle or equipment is serviced by a Vendor for warranty work, an estimate provided by the Vendor to the City shall state`Warranty Service'. 5.5 All estimates provided by vendor will be quoted on a`time and materials' basis,adherence to the agreed upon contract rate(s) and itemized to illustrate the cost of each of the following, if applicable to the service or work performed: 5.5.1 Cost of part(s)to be installed. 5.5.2 Cost of labor to perform repair and/or installation; itemized by labor hours except when estimated as a turnkey project/job. 5.5.3 Inspection/Diagnostic fees. 5.5.4 Shop fees 5.5.5 Environmental/Hazardous disposal material fees 5.5.6 Extended warranties,if optioned. 5.5.7 Transportation fees,if any,for pick-up or delivery. 5.6 Shop fees, miscellaneous fees or unspecified costs may rot be charged to the City unless approved and authorized by FIRE DEPARTMENT and Vendor states on their submittal. 6. INVOICES 6.1 It is the responsibility of the Vendor to get the name of the re ponsible person,telephone numbers and address of the department at the time the service is req sted. The requesting department is required to issue a purchase order number to the Vendor durit g this process. 6.2 A properly prepared invoice shall be computer printed and shall include the Vendor's name and federal tax-identification number, invoice number, address, date, service or item description,unit price, extended cost, City issued purchase order and release number. The invoice shall also include the vehicle identification number of the vehicle serviced. Incomplete or inaccurate invoices may result in delayed payments, as they shall be returned to the Supplier for correction and re-submittal. All freight will be F.O.B. Fort Worth. The City of Fort Worth will not pay shipping costs,off-loading or handling charges associated with orders. 6.3 Invoices shall be paid in accordance with State law. Payments will be made on a Net 30 Days basis from date invoice is received. 6.4 The Vendor should mail all Invoices to City of Fort Worth, Fire Department at: 505 West Felix, Fort Worth,Texas 76115. Vendor Services Agreement Page 14 of EXHIBIT B PRICE SCHEDULE Vendor Services Agreement Page 15 of FORT WORTH FORT WORTH CITY OF FORT WORTH BID OFFER Event ID Page Invited: EVENT DETAILS CFW01-19-0000027 3 Event Round Version Submit To: City of Fort Worth 1 1 PURCHASING DIVISION Event Name LOWER LEVEL CITY HALL ARFF TRUCKS MAINTENANCE & REPAIR 200 TEXAS ST. Start Time Finish Time Fort Worth TX 76102 08/13 2019 10:00:00 CDT 08/23/2019 17:00:00 CDT United States Email: FMSPurchasingResponses@fortworthtexas.gov Line Details Line: 1 Description: Qty__ Unit Unitprice Total Diagnostic/Evaluation Fee 1.00 EA *Minimum 2 hour diagnostic fee.Unit price listed is hourly rate $127.50 $255.00 Line: 2 Description: Qtv. Unit UnitPrice Total Vehicle and Equipment Parts 1.00 EA °k percent off MSRP or Cost Plus a_6_7_°k percent Line:3 DescNotton: Qty Unit UnitPrice Total Transportation Fee 1.00 EA (Pick up&Delivery) `See note below Line: 4 Description: Qty Unit UnitPrice Total Brake Maintenance and Repair 1.00 HR hourly labor rate $127.50 $127.50 Line: 5 Deser Don: Qty Unit UnitPrioe Total Engine Analysis 1.00 HR $127.50 $127.50 Line: 6 Description: Qty Unit UnitPrice Total Electrical 1.00 HR Altemator/Generator,Battery,Lights,Etc. $127.50 $127.50 Line: 7 Description: My Unit UnitPrtce Total Power Plant 1.00 HR Engine,Belts,Heads,Intake,Rebuilding, $127,50 $127.50 Etc. Line: 6 Oewjt&on: Qty Unit UnitPrtce Total Tune-ups 1.00 HR $12 .50 $127.50 . *Typically we work on your vehicles on site,we don't require moving trucks to our shop.If a truck needs to be brought to the shop,and you have a contract with a local wrecker company it might work to your advantagle to utilize them to get the vehicle to our location as these truck are normally not driven on the highways.If we get it moved it is normally a pass through invoice or 20%mark up only. FORT WORTH. 11� CITY OF FORT WORTH BID OFFER Event ID Page Invited: EVENT DETAILS CFWO1-19-0000027 4 Event Round Version Submit To: City of Fort Worth 1 1 PURCHASING DIVISION Event Name LOWER LEVEL CITY HALL ARFF TRUCKS MAINTENANCE & REPAIR 200 TEXAS ST. Start Time Finish Time Fort Worth TX 76102 08/13/2019 10:00:00 CDT 08/23 2019 17:00:00 CDT United States Email: FMSPurchasingResponses@fortworthtexas.gov Line: 9 Description: Qty Unit UnitPrice Total Exhaust System Maintenance and Repair 1.00 HR $127.60 $127.50 Line: 10 Description: Unit UnitPrice Total Fuel System Maintenance and Repair 1.00 RR -- $127.50 $127.50 Line: 11 Description: Qty Unit UnitPrice Total General Maintenance and Repair ventilation 1.00 HR System A/C System,Hoses,water pump,Radiator, $127.50 $127.50 Line: 12 Description: Qty Unit UnitPrlce Total Labor Rates for Cooling,Heating,and 1.00 HR ventilating System $127.50 $127.50 Line: 13 Description: Qty Unit UnitPrice Total Alignment and Wheel 1.00 EA Balancing(Including Front End Repair) $127.50 $127.50 see note below Line 13 Unit pricing is Hourly Rate Line: 14 Description: Qty Unit UnttPrice Total Suspension 1.0 EA Axles,springs,Steering,Etc. $127.50 $127.50 Line 14 Unit Pricing is Hourly Rate Line: 15 Description: Qtv Unit UnitPrice Total, Node System maintenancelrepair 1.00 EA Line 15 Unit Pricing is Hourly Rate $127.50 $127.50 Line: 16 Description: Qtv Unit UnitPrloe Thal Foam System maintenance/repair 1.00 EA $127.50 $127.50 Line 16 Unit Pricing is Hourly Rate Total Bid Amount: •For the large ARFF trucks,we typically do not balance these large tires and there is not much to do for alignments;we do replace tie rod ends and like front end parts and can put the truck back into alignment. EXHIBIT C VERIFICATION OF SIGNATURE AUTiiORITY ADDRESS Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Troy tfiarnson(Oct 16,26I4) Signature of President/CEO Other Title: Vice President - Service Date: Oct 16,2019 Vendor Services Agreement Page 16 of 16