HomeMy WebLinkAboutContract 58420 CSC No. 58420
FbRT WORTHO
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is trade 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 LOOMEX INDUSTRIAL SERVICES,LLC DBA
MIDCITIES METALS. ("Vendor"), a Texas corporation) and 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 Vendor Services Agreement;
2.Exhibit"A"-Scope of Services; and
3.Exhibit"B"-Payment Schedule
Exhibits "A"and`B"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"
or"B"and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scone of Services.'Vendor shall provide welding services,equipment repair,and supplies
for the City of Fort Worth Public Events Department on an as-needed basis("Services"), as set forth in
more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one(1) year,beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement("Initial Term"). City will have the option,in its sole discretion.
to renew this Agreement under the same terns and conditions, for up to four(4) one-year (1) renewal
option(s)(each a"Renewal Ternn").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed an annual amount up to
thirteen`thousand dollars and zero cents(�13,000.00j).
3.2 City will pay Vendor in accordance with the Prompt Payment Act(Chapter 2251
of the Texas Government Code)and the provisions of this Agreement, including Exhibit
"B"which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will 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 will not be liable for any additional expenses of
OFFICIAL RECORD
Vendor Services Agreemmtt CITY SECRETARY page 1,of 17
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FT. WORTH, TX
to
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 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 will 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 will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will 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 will 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 a5 a requirement to perform services hereunder,
Vendor will return all City provided data.to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City("City Information')as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access,modify,delete or otherwise corrupt City
Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
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identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rieht to Audit. Vendor agrees that.City will,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. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants.
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondent superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will 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 contractors.
8. Liability and Indemnification,
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE A" PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIm,
AGENTS.,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, 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 PERSONAL INJURY, INCLUDING, BUT NOT LIIITITED TO, 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, REPRSENT4T11 ES,
SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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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 or documentation in accordance with this Agreement,
it being understood that this agreement to defend,settle or pay will 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 will 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 will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City,for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement,City
will 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 will 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 will 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 will,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
documentation with equally suitable,compatible,and functionally equivalent non-infringing
software and 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 will 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 will 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 will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10, Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to he in effect prior to commencement
of any Services pursuant to this Agreement:
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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
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will he 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 Services are 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): ® Applicable 0,N/A
$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 must 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 must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear.The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers'compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
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(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City.Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(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-V1I
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management.If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Lairs,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will 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 must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives,assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDENINNY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCFI CLAIM,
13. Notices. Notices required pursuant to the provisions of this Agreement will 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
Aft.,Assistant City Manager Vikas Bhaskaran, Manager
200 Texas Street 3604 Raider Dr.
Fort Worth,TX 76102-6314 F Iirst,Texas 76053
Facsimile:(817)392-8654
Vendor services Agreement c f"
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101y L° 2.Z
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement. without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does 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 will 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 will 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 will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively,"Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed slid delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will 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
Vendor Services Agrecma t Page 7 of 17
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ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits"A'and"B".
22. Amendments/Modifications/Extensions. No amendment,modification,or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will,for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. 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 will 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.
25. Immieration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(1-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides,and documentation that are created,published,displayed,or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will 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 will 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 will 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 fights therein, that City may have or obtain,without further consideration, free
from any claim,lien for balance due,or rights of retention thereto on the part of City.
27. SiLmature Authority. The person signing this Agreement hereby warrants that they have
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.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
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28. Change in Company Name or Ownership. Vendor must 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 tiled 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.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 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"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,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 Agreement.
30. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
31. Entirety of Agreement. This Agreement 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.
(signature page follows)
Vcndor Serviccs Agreemcnt Pap of 0
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LY WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
Citv: Vendor:
William Johnson(1. J,202214:53 CST)
By: By:
Name: William Johnson Name: 'Vikas Bhaskaran
Title: Assistant City Manager Title: Director,LOOMEX INDUSTRIAL
SERVICES,LLC
Date: 20 L 2
Date:
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
A4X-� ____ of this contract,including ensuring all
By: performance and reporting requirements.
Name: Michael Crum
Title: birector,Public Events Department
K�K�-
By:
Approved as to Form and Legality: Name: Kevin Kemp
Title: Assistant Director,Public Event'
4,d.6voup4
pyy"�-^ 0 Digitally signed by Christopher 4 FORTUa
f��,'�W�"�`� ^n/h/� Mullins O�°°°°o°°° l
Date:2022.11.06 14:46:16-06'00' a�° 9�d
By: City Secretary: pro °l
......Sid
Name: Christopher Mullins ��a°
Title: Assistant City Attorney nao�4a
,Tgnn&1tB S. Goodafl
By,anneS.Goodall(Nov9,3ozi13:3aGS
Contract Authorization: Name: Jannette Goodall
M&C: N%A Title: City Secretary
Form 1295:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, T
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EXHIBIT A
SCOPE OF SERVICES
1.0 DEFINITIONS
1.1 Department Contract Manager shall be the City of Fort Worth employee assigned to manage the
compliance,oversight,and/or administration of the contract or project for their department.
1.2 Designee shall be the City of Fort Worth employee assigned by the Department Contract
Manager to assist with the compliance,oversight and/or administration of the contract or project.
1.3 Expedited Delivery shall be the delivery of parts,equipment and/or materials that address
a threat to public safety,health or real property and includes restoration of services following a
catastrophic event,theft, intentional or accidental damage. Delivery is expected within two(2)days after
receipt of order.
2.0 SCOPE OF WORK
2.1 Vendor shall provide fabrication,welding equipment repair,welding service,and supplies to the
City at various City buildings. Vendor shall have all necessary equipment and personnel to provide
services at all times during the term of the agreement.
2.2 The Department Contract Manager or designee shalt request fabrication,equipment repair,and
welding services and order supplies on an as-needed basis,and then received as specified by the City on
its Purchase Order.
2.3 Orders shall be placed via Purchase Order by the Department Contract Manager or Desigmee,
2.4 The Department Contract Manager or Designee will request the Vendor conduct a site visit to the
appropriate City of Fort Worth building when services are needed("Initial Contact").
2,5 Vendor shall arrange to meet the Department Contract Manager or Designee within five(5)days
of the Initial Contact.
2.6 Vendor shalt arrange to meet the Department Contract Manager or Designee within five(5)days
of the Initial Contact. Items to be repaired include,but are not limited to:
2.6.1 Metal fencing
2.62 Grates
2.6.3 RV station posts
2.7 Vendor shall repair equipment including,but are not limited to:
2.7.1 Tractors
2.7.2 Lawn equipment
2.7.3 Vehicle attachments
2.8 Vendor shall perform welding services including,but not limited to:
2.8.1 Mig Welding-metal inert gas welding.Uses wire and gas to form metal
bond.
2.82 Stick Welding-Shielded Metal Arc Welding. Uses Electrode Stick.
2.8.3 Tig Welding-Tungsten inert gas welding. Uses Tungsten electrode stick.
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2.8.4 Plasma Arc Welding-Plasma arc welding(PAW)is an arc welding
process similar to gas tungsten arc welding(CT.ALW).The electric arc is formed between an
electrode(which is usually but not always made of sintered tungsten)and the workpiece.
2.9 Vendor shall complete measurements,fabrication,and delivery within one(1)week unless other
arrangements are agreed to by the Department Contract Manager or Designee at the time the services are
requested.
3.0 WELDING ELECTRODES
3.1 All items and/or materials shall be new, unused,or recent manufacture.
3.2 All items and/or materials shall be suitable for their intended purpose.
3.3 Vendor shall supply welding rods free of defects.
4.0 HOURS OF SERVICE
4.1 Regular hours shall be 8:00 a.m.to 5:30 p.m.,Monday through Friday.
4.2 After hours shall be 5:31 p.m,to 7:59 a.m.,Monday through Friday;and all hours
Saturday and Sunday.
4.3 No labor will take place on City observed holidays as listed in the Delivery section(5.0).
5.0 DELIVERY
5.1 Vendor shall deliver orders during normal working hours 8:00 a.m.through 5:00 p.m., Monday
through Friday,unless otherwise requested by the Department Contract Manager or Designee.
5.2 Vendor shal t not deliver orders on the City observed holidays listed below,unless it is an
expedited/emergency request and authorization has been obtained from the Department Contract Manager
or Designee.
5.2.l New Year's Day
5.2.2 Martin Luther Icing
5.2.3 Memorial Day
5.2.4 June l9th
5.2.5 July 4th
5 2.6 Labor Day
5.2.7 Thanksgiving Thursday and the following Friday
5,2.8 Christmas
5.3 Delivery locations will normally be within the City of Fort Worth. Texas and shall be trade to the
location requested by the Department Contract Manager or Designee.
5.4 The City will request the welding electrodes listed in Exhibit B—Payment Schedule from the
Vendor on an as-needed basis. Vendor must supply the requested welding electrodes within five(5)
business days of the City's request or it shall notify City staff of the backorder and provide an estimated
time of delivery.
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5.5 Vendor may be asked to expedite services,fabrication, delivery,and installation.Vendor shall
make.every effort to fulfill the City's expedited request within the time frame requested.
5.6 Failure to notify the Department Contract Manager or Designee in advance of Vendor's inability
to complete shipment within the specified delivery time and with acceptable reasons,shall give the City,
in addition to other rights,the option of canceling the purchase order,purchasing from another vendor,
and charging the Vendor the difference between the contract price and the actual purchase price.
5.7 If the Vendor cannot fulfill the City's expedited/emergency delivery requirements within the time
frame requested, the City may procure its needs from alternative sources with no penalty to the Vendor or
the City.
5.8 Items delivered by Vendor that are determined to be defective or not meeting specifications shall
be picked up and replaced by the Vendor or Vendor's designee,at no cost to the City, if item(s)are not
picked up within one(1) week after notification,the item(s) shall become a donation to the City for
disposition.
6.0 MATERIAL SAFETY DATA SHEETS
6.1 Vendor shall provide a Safety Data Sheet or SDS (formerly known as Material Safety
Data Sheet)for every type of welding electrode ordered Oy the City and any additional items ordered
under this Agreement for which an SDS is required.
6.2 Delivery of toxic or hazardous substances or mixtures containing such substances without
an SDS shall not be accepted.
6.3 Vendor shall properly label all delivered containers that contain toxic or hazardous
substances and mixtures containing such substances.
6.4 Vendor shall be responsible for determining which products require an SDS.
6.5 Vendor shall be responsible for providing any updates or revisions to SDS for any product
delivered pursuant to this Agreement.
6.6 When performing welding services on site,at City locations,Vendor shall have
available any applicable SDS for the materials required to perform the service.
7.0 VENDOR RESPONSIBILITIES
7.1 Vendor shall dispose of all parts,products,and non-hazardous and hazardous
materials.
7.2 Vendor shall be responsible for handling,transporting, and disposing of all material waste,oil,
and solvents in accordance with all applicable laws,rules and,regulations so as to ensure the highest level
of safety to the environment and public health at no additional cost to the City.
7.3 Vendor shall recycle all waste and scraps as appropriate and must verify proper disposal with
receipts.
7.4 Vendor shall be responsible for any hazardous materials brought to the site by Vendor.
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7.5 Vendor shall immediately notify the Department Contract Manager or Designee of any
suspected hazardous materials encountered before or during performance of work and shall take all
necessary precautions to avoid further disturbance of the materials. The City will be responsible for any
unknown or unidentified hazardous materials uncovered or revealed at a work site.
7.6 Upon the request of the Department Contract Manager or Designee,Vendor shall provide
manifest ticket(s) for hazardous materials or other proof of proper disposal on request within ten(10)
business days.
7.7 Vendor shall be responsible for ensuring the safety of its employees, City employees,
and the general public during performance of services under this Agreement.
7.8 Vendor shall be responsible for ensuring that all employees are fully and properly equipped
to perform services promptly and safely.
7.9 Vendor shall comply with all Occupational Health and Safety Administration(OSIIA)
regulations to protect the life and health of employees and other persons; to prevent damage to property,
materials,supplies and equipment;and to avoid work interruptions.
7.10 Vendor shall comply with the latest version of the 29 C.F.R.pt. 1910 OSHA standards.
Compliance with OSHA standards and other applicable laws and regulations for the protection of
employees is exclusively the obligation of the Vendor,and the City assumes no liability or responsibility
for Vendor's compliance or noncompliance with such responsibilities,
7.11 Vendor shall comply with all OSHA reporting requirements for recordkeeping and reporting. If
there is a reportable event,Vendor shall provide a verbal report to the City immediately,but no later than
within one(1)business day. The Vendor shall cooperate with the City and provide any written
documentation and information required for record keeping purposes.
7.12 Vendor shalt ensure that all employees are continuously trained in the latest technology, industry
standards,and the safe use of substances identified as health or physical hazards by OSHA. The Vendor
shall submit proof of employee training and experience within five(5)business days upon request by the
Department Contract Manager or Designee,
7.13 Vendor shall not require any person to work in, surrounding, or under working conditions
that are tuisanitary,hazardous,or dangerous to their health and safety.
7.14 Vendor shall require all employees to wear personal protective equipment required by industr�,
standards.
7.15 Vendor shall ensure that only authorized employees performing work under this Agreement
are on the worksite. No acquaintances,family members,or any other personnel shall occupy the worksite.
7.16 Vendor shall ensure employees maintain good discipline and professionalism while performing
services for the City.
7,17 Vendor agrees that the scheduling of events at City facilities takes precedence over any scheduled
service requests agreed to by the Vendor and Department Contract Manager or Designee.Vendor shall
not hold the City liable,financially or otherwise,if the City needs to reschedule services with the Vendor
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due to an event scheduled at a City facility. The Department Contract Managcr or Designee will make
every reasonable effort to inuziediately,notify the Vendor of changes in the City's schedule of
events which may have an impact on scheduled services.
7.18 Vendor shall perform services in a manner as not to interrupt or interfere with the
operation of any existing activity on the premises or with the work of another vendor.
7.19 Vendor shall provide all transportation required to perform the services.Vendor shall park its
vehicles in areas designated by the City,if available.In the event.the City cannot make parking
arrangements for the Vendor, the Vendor shall be responsible for parking fees and fines.All vehicles
parked on City property shall be clearly marked with the Vendor's or sub-Vendor's name on both sides of
each vehicle. Magnetic signs are acceptable.
7.20 Vendor shall provide all equipment,materials, furniture moving, labor,tools,permits,
incidentals,expendable items,personal protective equipment,transportation,and electricity and water, if
not available on site,for proper execution and completion of the service request.The materials and
services provided by the Vendor shall comply with all current Federal,State,and local laws and City
ordinances,rules,and regulations.
7.21 Vendor shall note and report any damage found prior to any work at a job site to the Department
Contract Manager or Designee.
7.22 All work by Vendor is subject to inspection and acceptance by the Department Contract Manger
or Designee.
7.23 Vendor shall not perform work beyond what is specified in a service request without first having
written approval from the Department Contract Manager or Designee.
7.24 Vendor shall properly prepare equipment to be worked on including,protection of all non-
movable items or equipment,and the proper application of materials,
7.25 Vendor shall notify the Department Contract.Manager or Designee when work is to begin
at the worksite and post warning signs andlor barriers when necessary. Vendor and its employees shall
exercise a particularly high level of discipline,safety,and cooperation at all times while on the worksite.
7.26 Vendor shall coordinate the timing and transportation of equipment and materials to the work
area.
7.27 In the event there is any damage to Vendor's or City's equipment or property as a direct result of
Vendor's equipment,employees,or subcontractor's actions,Vendor shall notify the Department Contract
Manager or Designee immediately in writing. Surfaces,fixtures,and furnishings damaged by the
Vendor's employees shall be replaced or repaired to the satisfaction of the City by the Vendor at no cost
to the City. The City may, however,at its sole discretion,elect to repair or replace damaged equipment or
property and deduct its associated costs from any payments owed to Vendor or to recover costs if no
payments are owed.
7.28 When performing welding services on site,the set-up area shall be protected to prevent damage to
the site grounds.This protection includes,but is not limited to, fireproof matting and fire extinguishers.
The Vendor shall be responsible for any damage to surrounding building walls,landscaping,parking lots,
and sidewalks.
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EXHIBIT B
PAYMENT SCHEDULE
1.0 Vendor will submit invoices to the City reflecting the supplies provided and/or the type of work
completed in accordance with the rates submitted to City in Vendor's response to City's Request for
Quotes(Event Number CFW01-22-0161). Those rates include:
Services and Supplies Unit Price
1. Labor rates for equipment repair regular hours. $65.00 per hour
2 Labor rates for equipment repair after hours. S85.00 per hour
3 Rods-1/8"Hobart carbon steel electrode 10 lb.box. S58.00 per box
4 Rods-3/32"x 14"Hobart carbon steel electrode 10 lb.box $52.00 per box
5 Rods- 1/8"x 14 418 Washington Alloy Carbon steel electrode 10 tb.box S62.00 per box
6 Rods-3/32"x 14 418 Washington Alloy Carbon steel electrode 10 lb.box $60.00 per box
7 Labor rate for welding services regular hours $75.00 per hour
8 Labor rate for welding services after hours $95.00 per hour
9 1 Fabrication for small items regular hours $80.00 per hour
10 Fabrication of small items after hours $95.00 per hour
11 Shop services regular hours $70.00 per hour
12 Shop services after hours S85.00 per hour
13 Engineering Services regular hours $72.00 per hour
14 Engineering services after hours $88.00 per hour
15 Pickup and delivery of equipment to/from City site,rate per mile $0.75 per mule
16 Miscellaneous parts,materials,and equipment Market Price plus 12%
2.0 Vendor shall send invoices electronically to the City's centralized Accounts Payable department
invoice email address: supplierinvoices@fortworthtexas.gov.This email address is not
monitored so please do not send correspondence to this email address.The sole purpose of the
supplier invoices email address is to receipt and process supplier invoices. Vendor will include
the following on the subject line of your e-mail:vendor name,invoice number,and PO number,
separated by an underscore(ex:Example,tnc,_123456_FWO13-0000001234).
3.0 Vendor shall adhere to the following requirements when it electronically sends its invoices:
3.1 All invoices must be either a PDF or TIFF format.
3.2 Image quality must be at least 300 DPI(dots per inch).
3.3 Invoices must be sent as an attachment(i.e.no invoice in the body of the email).
3.4 One invoice per attachment(includes PDFs).Multiple attachments per email is
acceptable but each invoice must be a separate attachment.
3.5 Vendor shall not send handwritten invoices or invoices that contain handwritten notes.
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3.6 Vendor shall not send invoices in Dot Matrix format.
3.7 Invoices must contain the following information:
3.7.1 Supplier Name and Address;
3.7.2 Remit to Supplier Name and Address,if different;
3.7.3 Applicable City Department business unit#(i.e.FW013)
3.7.4 Complete City of Fort Worth PO number(i.e. the PO number must contain all
preceding zeros);
3.7.5 Invoice number.
3.7.6 Invoice date;and
3.7.7 Invoices should be submitted after delivery of the goods or services.
3.8 Vendor shall not send invoices by mail or email and will not send the same invoice more than
once by email to supplierinvoices a�fortworthtexas.gov.To check on the status of an invoice,
Vendor must contact the City Department ordering the goods/services or the Central Accounts
Payable Department by email at: ZZ_FIN AccountsPayableLfortworthtexas.gov.
3.9 If Vendor is unable to send its invoice electronically in accordance with paragraphs 2.0 and
3.0,it must send its invoice to the City's centralized Accounts Payable department instead of
directly to the individual City department. Vendor must send paper invoices to:City of Fort
Worth,Attn:FMS Central Accounts Payable,200 Texas Street,Fort Worth, Texas,76102.
3.10 If Vendor has any invoice-related questions,it must contact the Accounts Payable team at
(817)392-2451 or by email at ZZ_FIN_AccountsPayableCcuformorthtexas.gov.
4.0 Vendor shall not include Federal, State,or City sales tax in its invoices.City shall furnish a tax
exemption certificate upon Vendor's request.
5.0 Delivery shall be F.O.B. Destination.No Additional charges for freight, delivery,or similar items
will be accepted or paid by the City.
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