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HomeMy WebLinkAboutContract 52001 CITY SECRETARY CONTRACT NO.. 580Q1 MtaR �wc�,�H VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager,and TRIAD MARINE& INDUSTRIAL SUPPLY, INC. ("Vendor'l, a Texas corporation, acting by and through its duly authorized representative, each individually referred to as a f°party"and collectively referred to as the a0parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; 4. Exhibit C—Verification of Signature Authority Form; and 5. Exhibit D—Sole Source Justification Exhibits A, B, C, and D 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 md conditions of Exhibits A,B, C,or D 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 labor and parts to service, repair, maintain, and upgrade Zodiac watercraft in the City's fleet("Services").Exhibit"A,"-Scope of Services more specifically describes the Services to be provided hereunder. 2. TERM. This Agreement shall begin on February 12,2019("Effective Date"')and shall expire on September 30,2019("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same terms and conditions for up to four(4)one-year renewal periods beginning on October Is'and ending on September 301'a("Renewal Term"),unless City or Vendor provides the other party with notice of non-renewal at least 60 days before the expiration of the Initial Term or Renewal Term. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform Services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"— Price Schedule. Total payments made under this Agreement during the Initial Term shall not exceed $34,000.00. Total payments during any Renewal Term shall not exceed $50,000.00. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vendor Services Agreement Page 1 of 21 Triad Marine&Industrial Supply,Inc. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 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 tennination. 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 Obiigations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services.requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided, data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in-writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT.; Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract,or 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 electroni,-.records,of Vendor involving transactions relating to this Agreement at no additional cost to City. Vender 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 Vendor Services Agreement Page 2 of 21 Triad Marine&Industrial Supply,Inc. audits in compliance with the provisions of this section.City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as 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 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND 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 COVENANTSANDAGREES TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMANDAGAINSTANYANDALL CLAIMS OR LAWSUITS OFANYKIND 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 ANYAND 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, Vendor Services Agreement Page 3 of 21 Triad Marine&Industrial Supply,Inc. 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,assurr,es the responsibility for payment of costs and expenses for any claim or action brought against City fDr infringement arising under this Agreement,City shall have the sole right to conduct the defense or 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 (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 Vendor Services Agreement Page 4 of 21 Triad Marine&Industrial Supply,Inc. 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: premisesloperations, 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 $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 damages are covered by workers compensation and Vendor Services Agreement Page 5 of 21 Triad Marine&Industrial Supply,Inc. employer's liability or commercial umbrella insurance obtained by Vendor pursuant to this Agreement. (d) Professional Liability(Errors&Omissions)—11'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 separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for 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,as its interests may appear. The term City shall include its employees,off;cers,officials,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 policies 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 sliall 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 tr.-atment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. (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. Vendor Services Agreement Page 6 of 21 Triad Marine&Industrial Supply,Inc. (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 mea;;ure 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. (j) 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. 12. NON-DISCRIMINATION C VENANT. Vendor Services Agreement Page 7 of 21 Triad Marine&Industrial Supply,Inc. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest,as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM:AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS,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 Triad Marine& Industrial Supply, Inc. Attn:Jesus J.Chapa,Assistant City Manager Attn:Tina Miller,Vice President 200 Texas Street 1155 FM 518 Fort Worth,TX 76102-6314 Kemah,Texas 77565 Facsimile:(8 17)392-8654 Facsimile: With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall,during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other durin;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 solicitt.tion 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 power.;or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon:appropriate performance or to assert any such right on any future occasion. Vendor Services Agreement Page 8 of 21 Triad Marine&Industrial Supply,Inc. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether.real or asserted,at law or in equity,is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or otnission 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 21 Triad Marine&Industrial Supply,Inc. 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 tol;ether constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that +its services will be of a high quality acid 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-perforin 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 (1-9). 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 Produ--.t 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 ftrk Product,or any part thereof, is not considered a "work-made-for-hire" within the meaning of the (..opyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary rights therein, that City may have or obtain, without further considcration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 28. SIGNATURE AUT HORI Y. 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;,ame,title and signature is affixed on Vendor Services Agreement Page 10 of 21 Triad Marine&Industrial Supply,Inc. the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or 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-51,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 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. 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 WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this _ day of FSM ,20jj (signature page follows) Vendor Services Agreement Page 11 of 21 Triad Marine&industrial Supply,Inc. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that 1 am the person responsible for the monitoring and administration of By: this contract,including ensur' all performance and Name: Jesus J.Chaps < eportmg req nts. Title: Assistant City Manager Date: 3 � CMN A in BY. a an Shu APPROVAL RECOMMENDED: Title: Sr.Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: oger a ables itle: ctin P operty Management Dirt .o By: Name: Richard A.McCracken ATTEST: Title: Assistant City Attorney 1 CONTRA AUTHORIZATION: By: Name: Ma J. r Title: City Secretary t" VENDOR: Triad Marine&Industrial Supply,Inc. ATTEST: e • 6t,— 'u't Name:-711a+R C. Ik: I l nr Name: 2 t Title: V. p.J Title: Tce.Q s i Date: Vendor Services Agreement Pae 12 of 21 Triad Marine&Industrial Supply,Inc. �� t ''" EXHIBIT A SCOPE OF SERVICES 1. SCOPE OF WORK 1.1 Vendor shall supply City with labor and parts to service,repair,,maintain,and upgrade Zodiac equipment in the City's fleet. 1.2 Vendor shall provide any warrantable repairs using OEM parts. 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, I'MD/FLEET 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 said Vendor and the City. 2.3 Vendors 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. 2.4 Vendors 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. 2.5 Vendors 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 PMD/FLEET personnel.Any rebuilt or remanufactured parts must be approved in writing by City PMD/FLEET 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. Vendor Services Agreement Page 13 of 21 Triad Marine&Industrial Supply,Inc. 5. ESTIMATES 5.1 Vendor will be required to provide written estimates to City PMD/FLEET personnel before the start of any work.The estimates may be emailed to the PMD/NLEET employee(s)and/or PMD/FLEET shop location who requested the services to be completed. 5.2 Estimates must be approved and authorized by City PMD/FLEET 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 PMD/FLEET 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 vendors 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 tD 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 Environmentail/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 not be charged to the City unless approved and authoriz+:d by PMD/FLEET Contract Compliance and Vendor states on their submitted quote. Vendor Services Agreement Page 14 of 21 Triad Marine&Industrial Supply,Inc. 6. INVOICES 6.I. It is the responsibility of the Vendor to get the name of the responsible person,telephone numbers and address of the department at the time the service is requested.The requesting department is required to issue a purchase order number to the Vendor during 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 submit all invoices via emailed to City of Fort Worth,Fleet Division at: ESD ContractCompliancelnvoicing@,.,,fortworthtexas.gov(preferred)or mailed to 4100 Columbus Trail,Texas,76115. Vendor Services Agreement Page 15 of 21 Triad Marine&Industrial Supply,Inc. EXHIBIT B PRICE SCHEDULE Triad Marine & Industrial Supply, Inc. ID 1155FMSIS Kemah.Texi!,77565 9 October 2018 City of Fort Worth 4100 Columbus Trail Fort Worth,TX 76133 RE: Triad Labor Rate and Parts Discount Deanna, Please be advised that'Nad's hourly labor rate is$140.00. We discourt all parts 20%off of retail pricing. Should you have any questions,please do not hesitate to contact me_ Best regards, Tina L Miller Vice President Phone(281)334-0815 Fax:(281)334-0041 Vendor Services Agreement Page 16 of 21 Triad lvlarine& Industrial Supply,Inc. EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY TRIAD MARINE& INDUSTRIAL SUPPLY,INC. 1155 FM 518 KEMAH,TEXAS 77565 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:-1-11d A J—- Position: V•9. Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: /K' Signature of Pr sident/CEO Other Title: 1 Date: v�1�81)� Vendor Services Agreement Page 17 of 21 Triad Marine&industrial Supply,Inc. EXHIBIT D SOLE SOURCE JUSTIFICATION �erts�+ralr Octobor 9,2019 Subject SoleAaWotlredZod1uDeater DwSlror Madam: Tk a:letter is to mbru ynu that Zudhe WWro reoog aho Triad W'W&Industrial Sapply as&esWe moaratoed and mAndsed§W1tar7aad:Profaaskmd Dealer wAService Aac2ty la tato Stage of`7bxas+IWd.Medme b.a dealer w71b mom tlwn 25 yvun exxperUmoe and ase amangst the most:h i tj..quatl8ed to all.ofthe t101ted'dltates.Tdad a lari:ne is borated at 1155 FM Sid,Kemah,=7766E,392?-334-MS, All ingutria far parcimee,warmfflyand sm4ce tFa mlhle rmtie of 7'e m wall he prafksscd ftmugb TMad Sfarirxt t w hWare the*nly zodiac 1Alii"ra.d1�1BAr a►n ttel]4rautbmimedrog daahsrzervixandv�rranlpworkwltbinttw tirv9tR�oETeams Zodiac Uffrodow not processwWarders dirty fram these nwketsandwW sod all pur.-hese ardem fersates, ttatrulog,sen4ce W w arrancy ewelasLY*tu TrAd adwt v- We appnedetoe your ertteatiun to our pmdmahs and we loak forward wyoar continued suppum ShouMyou;reqWreanyaddWoc;dloPo+rmdoapinnfesl,,Icw ecoatactma. Shawn GmTett)-smW 1 ftuctoeftfusiDwI.Soles 410.643-4141 *311 dpe "atret iznith9z0diacadlpracom www.zodlacm2pmcum naezaQestt n�Ja r00�014Y raw+1014 N1 ftWkt J3M ea •14MUM w�eraat+�m� iw�esfanyNsor nesaeao+s� Vendor Services Agreement Page 18 of 21 Triad Marine&Industrial Supply,Inc. Pau+cbastag D[Adou City of Fort Were SOLE SOURCE PROCURUdEgT JUSTWICATION Purpose This firm must accompany all sole source purchase requests for equipment,construction,supplies or services when the purchase is for more than$3.000.00.This form is not needed when the purchase is for a professional services contract.The purpose of the sole source procurement justification is to demonstrate that the competitive process is not rogaired because only one product or savice can meet the specific need of the City of Fort Worth('City"}.A sale source procurement may not be used m circumvent the City's normal purdwing procedures or for a pcioaband justi&cation.Acceptance ofthe sole source pnecurement justification is at the discretion of the Purchasing Division Manager or his designee. Certiticadoa My signature below certifies that I am aware that state and fodetal prommicut statutes and regulations require that procavements of a certain amount made by goverment ealWas must be competitively bid unless the purchase qualiffes as an exemption to the competitive bidding requitmments.I am requesting Ws sole source procurement based on the information provided in the Justification section below.The information is completk accurate and based on my professionai judgment and lavestigatiors.I also cortity Wet this purchase will not violde Section 2-239 of the Citys Ethics Code. Requesting Department proom H@wemeaff lest 12 s Requested by(pnnW name]: Denise Qarcia Signature: Recommended by[printed name]: e _ Department Director Srgnahae: -- Telepbonenmmber g17 392.,6 Date: to - — We Some Procuremew Jusavation Page I of3 Rev.12f2014 Vendor Services Agreement Page 19 of 21 Triad Marine&Industrial Supply,Inc. Jostifias6on 1. Describe the products)or service(s)your department wishes to purchase-provide vendor came, manufacturer,modcd number and/or generic description Ideudfying the ibem(s)or service(s). Triad Marine&Industrial Supply---OEM-authorized service facility of Zodiac watenxa& Address:1155 FM 518 Rd,Kemah,TX 77565 Phone:(281)334-0815 2. Purpose-provide a brief descrIpdou ofwhy the product(s)orsorvice(s)is required. Triad Marino is the sole source repairlmaintenancelservice facility in tins state of Texas for Zodiac- Original EgWpment Mamrfacdmar(OEK watere ft These specialty tyat wmd are used by the Fire Dept:'s swift-water rescue beams.The Fleet Division outsources ncces!=7 service and maintenance to mama aS parts,components and the integrity and structure of the units.ars performing at their peak operable levels. 3.Describe your efforts to Identify other vendors-trade shows,in garnet search,vendor catalogues. Provide product and contact information for other products,seni es and vendors evaluated.(A quote is not required,simply enough information to show the availabE tyfnon-availability of other sources.) The OEM has established Sole Source agreements for the service,repair,maintenance and upfitting of their products across the globe.The OEM ensuires all authorized facilities certify their technicians aro highly proficient and skilled in the care and maintenance oftheir prodi cts,therefore,they limit the number of facilities authorized to work on their units.Unauthorized cc napanies performing repairs could potentially jeopard'¢e the warranty on the products. 4. JU&dikation: a. Identify the reason(s)why other vendors,products,or servic(t;competing in this madcet do not meet the CWs needs or speciBcad=4 _mac_ The produc#(s)or service(s)is available from only one w Luce because of patents,copyrights, secret prooeoses,or oatu¢al monopolies. no product(s)is a captive replacement part(g)or compe nent(s)for existing equipment _x Use of other than Original Equipment Manufacturer par to jeopardizes the warranty or may result in equipment not functioning to the level of factors specifications. Authorized factory service is available from only one so ane. Maintenance for the existing product is only available from one source. a. Attach justification letter from the manufacnuer or edgluaior of the product or service. Sole Source Procurement Ju.-WEcati0u Page 2 of 3 Rev.1212014 Vendor Services Agreement Page 20 of 21 Triad Marine&Industrial Supply,Inc. $. WW this purchase limit the abltiiy of other vendors to compete on future purchases for supplies, upgrades,or replacements? Hsu,have? No.unkas ft City chooses to staadwdin on a solo or]halted veriew of products from an OEK TIds is a wMee contmot for existing traits in the$est and possibly future acquisitions. to WIN this purchase ob[lpte the City to future pwvbmes,for eumple,maintenance or ibeense(e)? Use,what Rears purebases w111 be required? The City will only have to proware the service and malWanance needs that ensure the specialty units ae working at peak operable levol& 7. Wbat wM happen if the City does not purebase the requested predact(s)or service(s)&am this vendor? The units vAlI not be available ft use by the Fire DcpL for their cote duties,such as aurae ops s&ns. Puoca w ft Division Comments: Buyedsonior BnyadSupetvisor. Date: Approval PURCHASING DIVISION. Soic Soume Procurement approvod: ✓ Yes No Signature ofPucchwineDivisionbfnager: � ----_ Printed Nam: Datta: Soto Source proeuremaot 1osocation POP ors .Rev.1=14 Vendor Services Agreement Page 21 of 21 Triad Marine&Industrial Supply,Inc.