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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and HOLT TEXAS,LTD.("Vendor")
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;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B,and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions in the body of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall supply the City with labor and parts to service, repair, maintain, and upgrade
Caterpillar equipment 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 December 3,2019("Effective Date")and shall expire on December
2,2020("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 options.
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit`B,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be in an amount not
to exceed Five Hundred Thousand Dollars ($500,000.00). 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.
4. TERMINATION.
4.1. Written Notice. City or Vendor may tenninate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
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HOLT TEXAS,LTD.
Rev. 10/19 F . WORTH TX
4.2 Non-appropri.ation 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 Oblations 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 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.
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
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HOLT TEXAS,LTD.
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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
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City,its officers,agents,servants and employees,and Vendor,its officers,agents,employees,servants,and
subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between City and Vendor.It is further understood that City shall in no way be considered
a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subcontractors
of Vendor. Neither Vendor,nor any officers,agents,servants,employees or subcontractors of Vendor shall
be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(.S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREB Y CO VENANTSAND A GREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SER VANTS
AND EMPLOYEES,FROMAND A GAINSTA NYAND ALL CLAIMS OR LAWSUITS OFANY 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, TOANYAND
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 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
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HOLT TEXAS,LTD.
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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 Assignmew. 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, the subcontractor shall execute a
written agreement with Vendor referencing this Agreement under which the subcontractor 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 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 shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
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HOLT TEXAS,LTD.
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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
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(I0)days' notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street, Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M.Best Key Rating Guide,or have 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 shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and corrcct the violation.
12. NON-DISCREVIINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors 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
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HOLT TEXAS,LTD.
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THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, 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 Holt Texas, LTD.
Attn: City Manager's Office 5665 Southeast Loop 410
200 Texas Street San Antonio, TX 78222
Fort Worth,TX 76102-6314 Attn: Angela Graf, Contract Supervisor
Facsimile: (817)392-8654 Carbon copy to: Tammi Moody,Paralegal
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 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.
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.
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HOLT TEXAS,LTD.
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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.
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
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HOLT TEXAS,LTD.
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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"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
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HOLT TEXAS,LTD.
Rev. 10/19
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 for goods or services with a company with 10 or more full-
time employees that has a value of$100,000 or more that is to be paid wholly or partly from public funds
of the City 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 term "boycott Israel" has the
meaning ascribed to it by Section 808.001 of the Texas Government Code. The term"company"shall have
the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that
Chapter 2270 of the Government Code is applicable to 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 this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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HOLT TEXAS, LTD.
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i
i
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on
the dates set forth in Section 2.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
j By signing I acknowledge that I am the person
responsible for the monitoring and administration
By: of this contract, including ensuring all
AName: Ke n Gunn !performance and reporting requirements.
Title: Interim Assistant City Manager
Dater Z 2 /
By:
'APPROVAL RECOMMENDED: Name:Chris Means
r Title: Assistant Director,Property
j Management Fleet
7 4 By: APPROVED AS TO FORM AND LEGALITY:
Nam . Steve Cook
Title] Direct,Property Management
Department
By:
�ATTEST: ame: Richard A.McCracken
Title: Sr.Assistant City Attorney
i
P ,5' CONTRACT AUTHO iON:
By: �ae: Mary Kayser T rm 1295: Zpl°1-50-70q
Title: City Secretary •.~'•�
r •2
b t
VENDOR:
1.:
HOLT T S ATTEST:
56SO11 ST LOOP 4 0
'SAN A n,TX 8222 �
By:
Name: By:
Title: Name: 1
Title:
Date:
Vendor Services Agreement (IN4 9AVRECORD
HOLT TEXAS,LTD.
Rev. 10/19 CITY SECRETARY
FT. WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
1. SCOPE OF WORK
a. Vendor shall supply the City with labor and parts to service, repair, maintain, and
upgrade Caterpillar equipment in the City's fleet. There are approximately 127
Caterpillar heavy equipment in the City's fleet.
b. Vendor shall provide all warrantable repairs using OEM parts.
2. QUALITY OF SERVICE AND WORK
a. Vendor shall provide the City an acceptable level of service in terms of cost,time and
workmanship. Upon return and inspection of services completed, PMD/FLEET
personnel will notify 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.
b. 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.
c. 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.
d. Vendor must give the City priority service,as many City vehicles are utilized for public
safety and emergency response. Expeditious turn-around is critical to City operations.
However, additional fees for priority services are prohibited.
3. ORDERED SERVICES
a. 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
a. 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 Vendor.
b. 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.
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HOLT TEXAS,LTD.
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5. ESTIMATES
a. Vendor shall provide written estimates to City PMD/FLEET personnel before the start
of any work. The estimates may be emailed to the PMD/FLEET employee(s) and/or
PMD/FLEET shop location who requested the Services to be completed.
b. Estimates must be approved and authorized by City PMD/FLEET personnel in writing
(email, fax or written)prior to work being performed.
c. 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.
d. If City vehicles or equipment is serviced by Vendor for warranty work, an estimate
provided by Vendor to the City shall state `Warranty Service'.
e. 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 Services performed:
i. Cost of part(s)to be installed.
ii. Cost of labor to perform repair and/or installation; itemized by labor hours
except when estimated as a turnkey project/job.
iii. Inspection/Diagnostic fees.
iv. Environmental/Hazardous disposal material fees
v. Extended warranties, if requested by the City.
vi. Transportation fees, if any, for pick-up or delivery.
f. Shop fees, miscellaneous fees or unspecified costs may not be charged to the City
unless approved and authorized by PMD/FLEET Contract Compliance.
6. INVOICES
a. 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 Service are requested.
The requesting department is required to issue a purchase order number to the Vendor
during this process.
b. 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
will be returned to Vendor for correction and re-submittal.
c. 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.
d. Invoices shall be paid in accordance with State law. Payments will be made on a Net
30 Days basis from date invoice is received.
e. Vendor shall submit all invoices via email to City of Fort Worth,Fleet Division at:
:'.. i.a�t{fir„rtra� �:c t�i� �i��r a law��►�3»� � r fi�rt�u�itf�ttt �s. (iv (preferred) or mailed to
4100 Columbus Trail, Fort Worth, Texas, 76115.
Vendor Services Agreement Page 12 of 14
HOLT TEXAS,LTD.
Rev. 10/19
EXHIBIT B
PRICE SCHEDULE
Vendor shall provide Services as needed when already on site for service of other Holt Cat equipment,
additional charges will not apply.
_ Labor Rates—City of Fort Worth
Service Division Shop Rate(per hour) Field Rate(per hour
Equipment $140.00 $164.00
Lube Services $98.00 $98.00
Power Systems Division/
PSD $122.00 $145.00
Welding $115.00 $130.00
Undercarriage $136.00 $160.00
On Road Truck $145.00 $150.00
Discount $0.00 $0.00
TRAVEL TIME
Field Service jobs $80.00 round trip $80.00 round trip
MILEAGE (in addition to $3.50 per mile/round trip
Travel Time- additional
charge for each Field Service
visit, calculated based upon
the distance from the closest
Holt Cat location to the
machine)
Vendor Services Agreement Page 13 of 14
HOLT TEXAS,LTD.
Rev. 10/19
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
HOLT TEXAS,LTD.
5665 SOUTHEAST LOOP 410
SAN ANTONIO,TX 78222
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: Michael Puryear
"o io' General Counsel
Silnature
2. Name: Paul C.Hensley
P7�-
itin Sr VP Finance/CFO
Signature
3, Name:
Position:
Signature
Name: Corinna Holt Richter
Signature of President/XJM CAO
Other Title:
Date: January 15,2020
Vendor Services Agreement Page 14 of 14
HOLT TEXAS,LTD.
Rev. 10/19
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 02/18/20 M&C FILE NUMBER: M&C 20-0078
LOG NAME: 13PSS 5204 HOLT CAT REPAIRS AND SVS
SUBJECT
Authorize Sole Source Purchase Agreement with Holt Texas, Ltd.d/b/a Holt Cat for Original Equipment Manufacturer Caterpillar Heavy Equipment
Parts and Repairs in an Amount Up to$500,000.00 Per Year for the Property Management Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a sole source purchase agreement with Holt Texas, Ltd.d/b/a Holt Cat for original equipment
manufacturer Caterpillar heavy equipment parts and repairs in an amount up to$500,000.00 per year with four one-year renewal options for the
Property Management Department.
DISCUSSION:
The Property Management Department(PMD)approached the Purchasing Division for assistance in obtaining replacement parts and services to
maintain City owned Caterpillar equipment. Holt Texas, Ltd.d/b/a Holt Cat is the authorized service facility for Caterpillar maintenance,service
repairs and original equipment manufacturer(OEM)replacement parts. The City of Fort Worth has approximately 137 active units which includes
off-road equipment such as tractors,backhoes,skid steer loaders,tracked excavators as well as tub grinder/mulcher,and fire apparatus that
range in age of from 1975 to 2018. Caterpillar offers OEM parts needed to have equipment to work to its full potential and road calls for hours of
operation and afterhours.
Staff reviewed the prices and determined them to be fair and reasonable. No guarantee was made that a specific amount of goods and services
would be purchased.The City anticipates spending approximately$271,000.00 during the first Agreement period. However,the annual amount of
$500,000.00 provides an adequate amount of funds for repairs and service needed for city equipment. Warranty is only a percentage of services
provided software,diagnose equipment and Caterpillar knowledge not available to the public.
M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the
M/WBE Office, in accordance with the M/WBE or BIDE Ordinance, because the M/WBE Waiver is based on the sole source information provided
to the M/WBE Office by the Purchasing Division Buyer.
This procurement is exempted from the competitive bidding requirements as provided for under Section 252.022(7)of the Texas Local
Government Code because, Holt Texas Ltd.d/b/a Holt Cat is the documented sole source original equipment manufacturer Caterpillar heavy
equipment parts, repairs and maintenance services for Holt Cat Equipment.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager in the amount up to
$50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated.
Upon City Council approval,the Agreement shall begin upon execution of the Agreement and expire one year from that date.
RENEWAL OPTIONS-This Agreement may be renewed for four additional one-year renewal periods. This action does not require specific City
Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and award of the contract,funds are available in the
current operating budget,as appropriated,in the General Fund. Prior to any expenditure being incurred,the Property Management Department
has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Kevin Gunn 2015
Originating Business Unit Head: Steve Cooke 8134
Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
LaKita Slack-Johnson 8314