HomeMy WebLinkAboutContract 52929 4 CSO-52929
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RECEIVED
OCT 1 � 2019
CITY OF FORT WORTH BID#19-0000027
CITY SECRETARY
NON-EXCLUSIVE VENDOR SERVICES AGREEMENT
This NON-EXCLUSIVE VENDOR SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal
corporation, acting by and through its duly authorized Assistant City Manager, and Daco Fire
Equipment, Inc._ ("Vendor"), a Texas corporation, acting by and through its duly authorized
representative,each individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Non-Exclusive Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature AuthorityForm.
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B, or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall supply City with repair and maintenance of City's six(6)ARFF trucks("Services").
Exhibit"A,"Scope of Services,more specifically describes the Services to be provided hereunder.
2. TERM,
This Agreement shall begin on October 1,2019 ("Effective Date")and shall expire o n
September 30, 2020 Expiration Date"), unless terminated earlier in accordance with this
Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions,for up to four(4)one-year renewal periods.
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit"B,"Price
ScheduleVendor understands and agrees that the City will award non-exclusive vendor services
agreements to multiple vendors for the services outlined in City of Fort Worth RFP 19-0000027. Vendor
further understands and agrees that the aggregate amount of all contracts awarded to multiple vendors
under RFP 19-0000027 during the Initial Term shall not exceed the amount of fifty thousand dollars
and zero cents ($50,000.00), and that the City makes no promise or guarantee of the total amount of
work that will be assigned to Vendor under this Agreement. Additionally, total payments to all vendors
during any Renewal Term shall not exceed the amount of fifty thousand dollars and zero cents
($50,000.00)in any given Renewal Term.
OFFICIM,RFC r
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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.
4. TERMINATION.
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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 oftermination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to City in a
machine readable format or other format deemed acceptable toCity.
5. DISCL.OSURE 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 electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City.Vendor agrees that City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. INDEPENDENT CONTRACTOR,
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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 ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)
OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO
DEFEND, SETTLE, OR PAY,AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION
AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK,
TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE
SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,IT
BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY SHALL
NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND
CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO.IN THE EVENT CITY,FOR
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WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND
EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR
INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL HAVE THE SOLE
RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL
NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR
COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR SHALL FULLY PARTICIPATE
AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITY AGREES
TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION,WITH
COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO.
NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS
OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER
THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART
THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR
RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS
MATERIALLY ADVERSELY RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE AND
AS CITY'S SOLE REMEDY,EITHER: (A)PROCURE FOR CITY THE RIGHT TO CONTINUE
TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR(B) MODIFY THE SOFTWARE
AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED
USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE
SOFTWARE AND/OR DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE,
AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND/OR
DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE
FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE
THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,
the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to
be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be
jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any suchsubcontract.
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
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(a) Commercial General Liability —Vendor shall maintain commercial general liability
(CGL)and,if necessary,commercial umbrella insurance as follows:
$1,000,000 each occurrence
$2,000,000 aggregate
If such Commercial General Liability insurance contains a general aggregate limit,it
shall apply separately to this Agreement.
(i) City shall be included as an additional insured with all rights of defense
under the CGL, using ISO additional insured endorsement or a substitute
providing equivalent coverage, and under the commercial umbrella, if any.
This insurance shall apply as primary insurance with respect to any other
insurance or self-insurance programs afforded to City. The Commercial
General Liability insurance policy shall have no exclusions or endorsements
that would alter or nullify: premises/operations, products/completed
operations, contractual, personal injury, or advertising injuries, 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
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$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 employer's liability or commercial umbrella insurance obtained by
Vendor pursuant to this Agreement.
(d) Professional Liability(Errors&Omissions)—If appropriate,Vendor shall maintain
professional liability insurance as follows:
$1,000,000-Each Claim Limit
$1,000,000-Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability policy, or a 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, officers, 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 thisAgreement.
(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 shall not
be called upon to contribute to loss recovery.Vendor's liability shall not be limited to
the specified amounts of insurance required herein.
(d) Other than worker's compensation insurance, in lieu of traditional insurance, City
may consider alternative coverage or risk treatment measures through insurance pools
or risk retention groups. City must approve in writing any alternative coverage for it
to be accepted.
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(e) A minimum of thirty(30)days' notice of cancellation or material change in coverage
shall be provided to City. A ten (10) days' notice shall be acceptable in the event of
non-payment of premium.
(f) Insurers must be authorized to do business in the State of Texas and have a current
A.M.Best rating of ANII or equivalent measure of financial strength and solvency.
(g) Any deductible or self-insured retention in excess of$25,000 that would change or
alter the requirements herein is subject to approval in writing by City, if coverage is
not provided on a first-dollar basis. City, at its sole discretion, may consent to
alternative coverage maintained through insurance pools or risk retention groups.
Dedicated financial resources or letters of credit may also be acceptable to City.
(h) In the course of the Agreement, Vendor shall report, in a timely manner, to City's
Contract Compliance Manager any known loss or occurrence which could give rise
to a liability claim or lawsuit or which could result in a property loss.
(i) City shall be entitled, upon its request and without incurring expense, to review
Vendor's insurance policies including endorsements thereto and, at City's discretion,
Vendor may be required to provide proof of insurance premiumpayments.
(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 insurancepremiums
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.
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12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance 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 Daco FireEquipment. Service
Attn:Valerie Washington ,Assistant City Manager Manager Title Darr
200 Texas Street Bernsen
Fort Worth, TX 76102-6314 817-281-4172
Facsimile: (817)392-8654 Email
dbemsen@dacofire.com
With copy to Fort Worth City Attorney's Office at Facsimile:
same address
14. SOLICITATION OF EMPLOYEES,
Neither City nor Vendor shall, during the term of this 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
shall not apply to an employee of either party who responds to a general solicitation of advertisement of
employment by either party.
15. GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the 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.
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17. GOVERNIN LAW/VEN F..
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 omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING,
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL..
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,
and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT,
This Agreement, including Exhibits A, B and C,contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein.Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
24. COUNTERPARTS.
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This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty (30) days
from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a)
use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written
notice to Vendor,shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from any
claim,lien for balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Vendor whose name, title and
signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit
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"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 OROWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Vendor or
authorized official must sign the letter.A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director's resolution approving the action, or an
executed merger or acquisition agreement. Failure to provide the specified documentation so may
adversely impact fixture invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTTISRAEL
If Vendor has fewer than ten(10)employees or this Agreement is for less than$100,000,this section does
not apply. If,however,Vendor has ten or more employees or this Agreement is for$100,000 or more,
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is
prohibited from entering into a contract with a company for goods or services unless the contract contains a
written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel
during the term of the contract.The terms"boycott Israel"and"company"shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. Therefore,if Vendor has ten or more
employees or if this Agreement is for$100,000 or more,by signing this contract Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel;
and(2)will not boycott Israel during the term of the contract.
IN WITNESS`w HEREOF,the parties hereto have executed this Agreement in multiples this
U i day of "W ,20M.
(Signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
1A� By signing I acknowledge that I am the person
/aterie Washington(Oct 16,2019) responsible for the monitoring and administration of this
By: Name: Valerie Washington contract,including ensuring all performance and
Title: Assistant CityManager reporting requirements.
Date:
Oct 16,2019
ivc R
By:Mark Rauscher(Oct 16,2019)
APPROVAL RECOMMENDED: Name: Mark Rauscher
Title: Assistant Fire Director
'Pies—Davis{Oct16,2019) APPROVED AS TO FORM AND LEGALITY:
By:
Name: James Davisrxu�11.5
Title: Fire Chief Trey Qualls(Oct 16,2019)
By: Name: Trey Qualls
ATTEST: Title: Assistant CityAttorney
CONTRACT AUTHORIZATION:
Mary Kayser 16,2019) -� �~- M&C:
By. RT -.
Name: Mary J.Kayser
Title: City Secretary D,A
U` �_
TEX
VENDOR: A-�'`
ATTEST:
ByDarryl Be sen(Oct 16,2019) By: Darryl ee sen(Oct 16,2019)
Nameparryl Bernsen Name: DarrylBernsen
Title: Service Manager Title: Service Manager
Date: Oct 16,2019
OFFICIAL RECORF
Vendor Services Agreement Page 12 of
FT �i
EXHIBIT A
SCOPE OF SERVICES
1. SCOPE OF WORK
1.1 Vendor shall supply City with general maintenance and repair of six(6)ARFF trucks in order to
reduce overall fire apparatus maintenance cost, improve fire apparatus availability and improved
services offered to the City's fire apparatus. Maintenance should be performed monthly.
2. QUALITY OF SERVICE AND WORK
2.1 Vendor shall provide the City an acceptable level of service in terms of cost, time and
workmanship. Upon return and inspection of services completed, FIRE DEPARTMENT
personnel will notify the Vendor if any issues regarding the services or parts are found to be
unsatisfactory. Vendor will be given opportunity to correct. Failure of Vendor to correct services
or parts to a satisfactory condition will be considered grounds for terminating any agreement
between Vendor and the City.
2.2 Vendor will be required to perform the work using the most up to date and appropriate methods
available for said work under industry standards. This includes, but is not limited to, all suitable
repair equipment and parts to insure the satisfactory execution of any repair or installation.
2.3 Vendor will be required to provide documentation on their personnel authorized to perform work
on City vehicles and equipment. This includes all certifications, such as the National Institute for
Automotive Service Excellence(ASE),that qualify them to perform said work.
2.4 Vendor must give the City priority service; as-many�lty vehicles are utilized for public safety
and emergency response. Expeditious turn-around is critical to City operations. However,
additional fees for priority services areprohibited.
3. ORDERED SERVICES
3.1 The City is only obligated to pay for services actually ordered by an authorized City employee
and then received and accepted as required by the City.
4. PARTS
4.1 All parts utilized in repairs,replacements or installations on City vehicles and equipment must be
new unless otherwise requested by FIRE DEPARTMENT personnel. Any rebuilt or
remanufactured parts must be approved in writing by City FIRE DEPARTMENT personnel prior
to being utilized by a vendor.
4.2 The Vendor warrants and/or guarantees all work and products supplied under this Agreement
against any defects in design, workmanship, materials and failure to operate satisfactorily. Each
product shall be constructed to the highest standards. Products manufactured of poor
workmanship will not be accepted.
5. ESTIMATES
5.1 Vendor will be required to provide written estimates to City FIRE DEPARTMENT personnel
before the start of any work. The estimates may be emailed to the FIRE DEPARTMENT
Vendor Services Agreement Page 13 of 16
Associated Supply Company,Inc.
employee(s)and/or FIRE DEPARTMENT shop location who requested the services to be
completed.
5.2 Estimates must be approved and authorized by City FIRE DEPARTMENT personnel in writing
(email, fax or written)prior to work beingperformed.
5.3 Original invoices submitted to the City for work performed cannot be greater than initial estimate
provided unless approved by City FIRE DEPARTMENT in writing. If during the course of the
originally estimated repairs, it is noted that further repairs will be needed, a revised estimate must
be prepared by Vendor for the additional work.
5.4 If City vehicle or equipment is serviced by a Vendor for warranty work, an estimate provided by
the Vendor to the City shall state `Warranty Service'.
5.5 All estimates provided by vendor will be quoted on a `time and materials' basis, adherence to the
agreed upon contract rate(s) and itemized to illustrate the cost of each of the following, if
applicable to the service or workperformed:
5.5.1 Cost of part(s)to be installed.
5.5.2 Cost of labor to perform repair and/or installation; itemized by labor hours except when
estimated as a turnkeyproject/job.
5.5.3 Inspection/Diagnostic fees.
5.5.4 Shop fees
5.5.5 Environmental/Hazardous disposal material fees
5.5.6 Extended warranties, if optioned.
5.5.7 Transportation fees, if any, for pick-up ordelivery.
5.6 Shop fees, miscellaneous fees or unspecified costs may not be charged to the City unless
approved and authorized by FIRE DEPARTMENT and Vendor states on theirsubmittal.
6. INVOICES
6.1 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 thisprocess.
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 withorders.
6.3 Invoices shall be paid in accordance with State law. Payments will be made on a Net 30 Days
basis from date invoice is received.
6.4 The Vendor should mail all Invoices to City of Fort Worth, Fire Department at: 505 West Felix,
Fort Worth,Texas 76115.
Vendor Services Agreement Page 14 of
EXHIBIT B
PRICE SCHEDULE
Vendor Services Agreement Page 15 of
FORT WORTH
......... CITY OF FORT WORTH BID OFFER
Event ID Page Invited: DACO FIRE EQUIPMENT
CFW01-19-0000027 3 201 AVE R
Event Round Version LUBBOCK TX 79415
1 2 United States
Event Name
ARFF TRUCKS MAINTENANCE & REPAIR Submit To: City of Fort Worth
Start Time Finish Time PURCHASING DIVISION
08 13 2019 17:00:00 CDT 08 23 2019 17:00:00 CDT LOWER LEVEL CITY HALL
200 TEXAS ST.
Fort Worth TX 76102
United States
Email: FMSPurchasingResponses@fortworthtexas.gov
Line Details
Line: 1
Description: Qty Unit UnitPrice Total
DiagnostWEvaluabon Fee 1.00 EA
$130.00 1$130.00
Line: 2
Description: city Unit UnitPrice Total
Vehicle and Equipment Parts 1.00 EA
%percent off MSRP or COSt+ 20% cost+ 20%
Cost Plus a_/o percent
Line: 3
Description: Qty Unit UnitPrice Total
Transportation Fee 1.00 EA
(Pick up&Delivery) N/A N/A
Line: 4
Description: Qty Unit UnitPrice Total
Brake Maintenance and Repair 1.00 HR
hourly labor rate $130.00/HR $130.00/HR
Line: 5
Description: City Unit UnitPrice Total
Engine Analysis 1.00 HR
$130.00/HR $130.00/HR
Line: 6
Description: Qty Unit UnitPrice Total
Electrical 1.00 HR
Altemator/Generator,Battery,Lights,Etc. $130.00/HR $130.00/HR
Line: 7
Description: city Unit UnitPrice Total
Power Plant 1.00 HR
Engine,Belts,Heads,Intake,Rebuilding,
Etc. $130.00/HR $130.00/HR
Line: 8
Description: City Unit UnitPrice Total
Tune-ups 1.00 HR
$130.00/HR $130.00/HR
FORT WORTH
4*4 ' CITY OF FORT WORTH BID OFFER
Event ID F,�ga Invited: DACO FIRE EQUIPMENT
CFW01-19-0000027 201 AVER
Event Round Version LUBBOCK TX 79415
1 2 United States
Event Name
ARFF TRUCKS MAINTENANCE & REPAIR Submit To. City of Fort Worth
Start Time Finish Time PURCHASING DIVISION
08 13/2019 17:00:00 CDT 08 23 2019 17:00:00 CDT LOWER LEVEL CITY HALL
200 TEXAS ST.
Fort Worth TX 76102
United States
Email: FMSPurchasingResponses@fortworthtexas.gov
Line: 9
Description: Qty Unit UnitPrice Total
Exhaust System Maintenance and Repair 1.00 HR
$130.00 1 $130.00
Line: 10
Description: Qty Unit UnitPrice Total
Fuel System Maintenance and Repair 1.00 HR
$130.00 $130.00 �—
Line: 11
Description: Qty Unit UnitPrice Total
General Maintenance and Repair ventilation 1.00 HR
System �� 1$
A/C System,Hoses,water pump,Radiator, $130.00 $130.00
Line: 12
Description: _ Qty Unit UnitPrice Total
Labor Rates for Cooling,Heating,and 1.00 HR
ventilating System $130.00 1$130.00
Line: 13
Description: Qty Unit UnitPrice Total_
Alignment and Wheel 1.00 EA
Balancing(Including Front End Repair) N/A N/A
Line: 14
Description: Qty Unit UnitPrice Total
Suspension 1.0 EA
Axles,springs,Steering,Etc. $130.00/HR $130.00/HR
Line: 15
Description: Qty Unit UnitPrice Total
Nozzle System maintenance/repair 1.00 EA
$130.00/HR $130.00/HR
Line: 16
Description: Qty Unit UnitPrice Total
Foam System maintenance/repair 1.00 EA
$130.00/H R 1560.00
Total Bid Amount:
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
ADDRESS
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has
been properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
L
Darryl Be sen(Oct 16,2019)
Signature of President/CEO
Other Title: Service Manager
Date: Oct 16,2019
Vendor Services AgreementPa—ge—TT—orff