HomeMy WebLinkAboutContract 54715 City Secretary Contract No.
54715
FOR*T WORTH,
VENDOR SERVICES AGREEMENT
Intertek Testing Services NA, INC
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 and Intertek
Testing Services NA,Inc ("Vendor"),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 Proposal Quote Number 01047203-1 ;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 complete annual inspections to verify to the State of Texas that
FWFD bunker gear is cleaned and repaired according to NFPA 1851 standards(collectively,the
"Services"). Exhibit "A" - Scope of Services more specifically describes the Services to be
provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire one year after("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 three(4)one-
year renewal options,at City's sole discretion.
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 payment made under this Agreement for each year by
City shall not exceed Twenty-Fifty-thousand dollars($25,000.00). 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 1 of 18
4. Termination,
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated
prior to the Expiration Date,City shall pay Vendor for services actually rendered up to the effective
date of termination and Vendor shall continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination.Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor shall return all
City provided data to City in a machine readable format or other format deemed acceptable to City.
Notwithstanding the foregoing,Vendor is permitted to maintain a controlled copy of its records in
order to document the services provided. In addition, one copy of all inbound and outbound email
messages is retained upon a managed third-party server for a period of seven years and cannot be
altered or removed during this period.
5. Disclosure of Conflicts and ConfidentialInformation.
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 Public Information Act. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit
reasons objecting to disclosure. A determination on whether such reasons are sufficient will not
be decided by City,but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction.
5.4 Unauthorized Access.Vendor 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
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 2 of 18
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. Indegendent 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,Vendors 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. Liabilill 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 OREMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE 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 OREMPLOYEES.
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
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 3 of 18
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 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 theassignment.
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 thisAgreement:
10.1 Coverage and Limits
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 4 of 18
(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 limitbasis
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
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
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 ofCity.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 5 of 18
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. ComBliance 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 theviolation.
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 SUCHCLAIM.
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 Intertek Testing Services NA, INC
Attn: Valerie Washington, 3933 US Route 11,
Assistant City Manager Cortland,New York, 13045
200 Texas Street United States PO Box 67827
Fort Worth,TX 76102-6314 Dallas„Texas 75247
Facsimile: (817)392-8654 Facsimile:
With copy to Fort Worth City Attorney's Office at
same address
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 6 of 18
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 orimmunities.
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.
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 Maieure. 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. Entirely 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 thisAgreement.
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 7 of 18
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 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. In addition, the maximum aggregate liability of Vendor in
contract, tort(including negligence and breach of statutory duty) or otherwise for any breach of
this Agreement or any matter arising out of or in connection with the Services to be provided in
accordance with this Agreement shall be the amount of charges in the Price Schedule.
Neither party shall be liable to the other in contract, tort (including negligence and breach of
statutory duty)or otherwise for any:
(a)loss of profits;
(b)loss of sales or business;
(c)loss of opportunity(including without limitation in relation to third party agreements or
contracts);
(d)loss of or damage to goodwill or reputation;
(e)loss of anticipated savings;
(f) cost or expenses incurred in relation to making a product recall; (g) loss of use or
corruption of software,data or information; or
(h) any indirect, consequential loss, punitive or special loss (even when advised of their
possibility).
City represents that the information supplied by it or its agents to Vendor shall be accurate and
complete and samples representative,and City shall inform Vendor concerning any dangerous
or potentially dangerous characteristics of such samples which could cause injury during the
performance of the work or in the transporting of such samples and City also acknowledges that
Vendor shall rely upon such information and samples or data in the preparation of proposals and
reports without further verification by Vendor as to its accuracy or completeness.
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
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 8 of 18
provision by Vendor.
27. Ownershin 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. The Reports include
all reports,laboratory test data,calculations,estimates,notes and other documents prepared by Vendor and
delivered to City in the course of providing services to City.Notwithstanding the foregoing,Vendor retains
any and all rights of ownership of Vendor's concepts, ideas, process, methodology, patents or copyrights
used by Vendor in preparing Vendor's Reports and the provision of services to City.Only City is authorized
to copy or distribute Vendor's Reports and then only in their entirety,and the City shall not use the Reports
in a misleading manner. City further agrees and understands that reliance upon the Reports is limited to the
representations made therein. Any use of the Vendor name or one of its marks for the sale or advertisement
of the tested material,product or service must first be approved in writing by Vendor.
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 amendmenthereto
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 9 of 18
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel.If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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.
(Signature page follows)
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 10 of 18
ACCEPTED AND
AGREED: CITY OF FORT
WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
By: va lerie Washington(Oct 21,2020 11:10 CDT) contract, including ensuring all performance and
reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager �, ����/
Oct 21,2020 By:Alex Arnold(Oct 21,2020 08:16 CDT)
Date: Name: Alex Arnold)
APPROVAL RECOMMENDED: Title: Fire,Protective Gear Specialist
APPROVED AS TO FORM AND LEGALITY:
By: AafisDavis(Oct21.202009:38CCDDT) Aua�,4v
Name: James D.Day B y,ChhrricsttopherA stria(Oct 21,202010:04 CDT)
Title:_Fire Chief Name: Christopher Austria
o4g44ann� ATTEST: Title: Assistant City Attorney
ob FO,00c000'o�O o
� CONTRACT AUTHORIZATION:
000
'o M&C: N/A 24089-03-2020 (March 19, 2020) and'
0
ov g=d 2 24161-04-2020 (April 7,2020)
d
�a 0000 o oo*� B r Ronald P.Gonzales(Oct 21,202012: DT)
�y
aaa�nEapSapp Name: Mary J.Kayser
Title: City Secretary
VENDOR:
ATTEST:
C
By: By:
Name: °� .�V �-j Name:
Title: v Title:
Date: ►�1 1 �-P ( J
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement—Intertek Testing Services NA, Inc. Page 11 of IS
EXHIBIT A
SCOPE OF WORK
Intertek
CT PROPOSAL
Yearly-Testing and Certifications
Testing and Evaluation Details:
This proposal is based upon the information Fort Worth Fire Department provided to Intertek and covers the services
as noted below.
PROJECT NAME
NFPA 1851 -2020 Verification
Testing and Evaluation Details:
This proposal is based upon the information Fort Worth Fire Department provided to Intertek and
covers the services as noted below.Any changes to the scope of this proposal will be subject to
additional fees and an increase in overall time to completion.
Scope of Work:
NFPA 1851-2020 Verification
STANDARD DESCRIP
NFPA
1851- Sec. 11.3.11 Advanced Cleaning and Sanitization Procedures Evaluation
NFPA
1851- Sec. 11.3.10 Advanced Inspection Procedures Evaluation
NFPA
1851- Table 11.3.9(a)Seam Strength and Design of Outer Shell
NFPA
1851- Table 11.3.9(b)Seam Strength and Design of Thermal Liner
NFPA Table 11.3.9(c)Seam Strength and Design of WL Gore Crosstech Type 2F
1851- Black Moisture Barrier
NFPA Table 11.3.9(c)Water Penetration Resistance of WL Gore Crosstech
1851- Type 2F Black Moisture Barrier
NFPA
Services18 Table 11.3.9 (a) (b) (c)Thread Heat Resistance
NFPA Sec. 11.3.7.1 & 11.3.7.2 Chemical and Biological Decontamination Efficacy
1851- Tests
NFPA
1851- Sec. 11.4 Audit Initial
NFPA
1851- Sec. 11.4 Annual Audits every 6 months(3 audits @ $350/audit)
Item# Evaluation Standard/Description
1 NFPA 1851:2019 Ed.2020
Standard on Selection, Care, and Maintenance of Protective
Ensembles for Structural Fire Fighting and Proximity Fire
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 12 of
Testing and Evaluation Details:
This proposal is based upon the information Fort Worth Fire Department provided to
Intertek and covers the services as noted below.Any changes to the scope of this
proposal will be subject to additional fees and an increase in overall time to
completion.
Scope of Work:
NFPA 1851-2020 Verification
STANDARD DESCRIPTION
NFPA 1851-
2020 Sec. 11.3.11 Advanced Cleaning and Sanitization Procedures Evaluation
NFPA 1851-
2020 Sec. 11.3.10 Advanced Inspection Procedures Evaluation
NFPA 1851-
2020 Table 11.3.9(a)Seam Strength and Design of Outer Shell
NFPA 1851-
2020 Table 11.3.9(b) Seam Strength and Design of Thermal Liner
NFPA 1851- Table 11.3.9(c) Seam Strength and Design of WL Gore Crosstech Type 2F Black
2020 Moisture Barrier
NFPA 1851- Table 11.3.9(c)Water Penetration Resistance of WL Gore Crosstech Type 2F
2020 Black Moisture Barrier
NFPA 1851-
2020 Table 11.3.9 (a) (b) (c)Thread Heat Resistance
NFPA 1851- Sec. 11.3.7.1 & 11.3.7.2 Chemical and Biological Decontamination Efficacy Tests
2020 +Travel Expenses
NFPA 1851-
2020 Sec. 11.4 Audit Initial
NFPA 1851-
2020 Sec. 11.4 Annual Audits every 6 months(3 audits @ $350/audit)
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 13 of
EXHIBIT B tntertek
Total Quality.Assured.
PROJECT PROPOSAL
FORT WORTH FIRE DEPARTMENT
Alex Arnold
2900 W Bolt St
Fort Worth,TX 76110-5806
USA
QUOTE NO
Qu-01047203-1
PROJECT NAME
NFPA 1851-2020 Verification
COMPILED BY
Jeffrey Streifert
DATE
October 8, 2020
INTERTEK-3933 US Route 11,,Cortland,New York,13045,United States
Quote No: Qu-01047203-1 Ln torte k
Total Quality.Assured.
October 8, 2020
Alex Arnold
Fort Worth Fire Department
2900 W Bolt St
Fort Worth,TX 76110-5806
USA
Dear Alex,
It's our pleasure to present you this proposal which has been carefully prepared based upon the
information provided by Fort Worth Fire Department.
After reviewing the proposal, please complete the following steps to initiate the project:
• Complete the Project Authorization Page and return the proposal to accept pricing and terms
and conditions of this proposal.
• Submit a copy of your Purchase Order.
• Submit requested samples and/or documentation.
As you know, Intertek is a leading Total Quality Assurance provider to many industries worldwide.We
are more than 43,000 people strong, located in 1,000 laboratories and offices across 100 countries,
delivering innovative Assurance,Testing, Inspection and Certification solutions for our customers'
operations and supply chains. Our unmatched expertise in Total Quality Assurance enables our
customers to power ahead safely.
Please let me know if you have any questions regarding this proposal or the testing and certification
process.We thank you for the opportunity to be of service and hope to work with you soon.
Yours sincerely,
Jeffrey Streifert
Sales Representative
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Prepared For: Alex Arnold Prepared by: Jeffrey Streifert
Fort Worth Fire Department Sales Representative
2900 W Bolt St Intertek
Fort Worth,TX 76110-5806 3933 US Route 11
USA Cortland, New York 13045
United States
(817) 392-3452 607-758-6246
o Alex.Arnold@FortWorthTexas. a jeffrey.streifert@intertek.com
gov
Testing and Evaluation Details:
This proposal is based upon the information Fort Worth Fire Department provided to Intertek and
covers the services as noted below.Any changes to the scope of this proposal will be subject to
additional fees and an increase in overall time to completion.
Scope of Work:
NFPA 1851-2020 Verification
STANDARD DESCRIPTION FEE
NFPA
1851-2020 Sec. 11.3.11 Advanced Cleaning and Sanitization Procedures Evaluation $500
NFPA
1851-2020 Sec. 11.3.10 Advanced Inspection Procedures Evaluation $500
NFPA
1851-2020 Table 11.3.9(a)Seam Strength and Design of Outer Shell $325
NFPA
1851-2020 Table 11.3.9(b) Seam Strength and Design of Thermal Liner $325
NFPA Table 11.3.9(c)Seam Strength and Design of WL Gore Crosstech Type 2F Black
1851-2020 Moisture Barrier $165
NFPA Table 11.3.9(c)Water Penetration Resistance of WL Gore Crosstech Type 2F
1851-2020 Black Moisture Barrier $335
NFPA
1851-2020 Table 11.3.9 (a) (b) (c)Thread Heat Resistance $185
NFPA Sec. 11.3.7.1& 11.3.7.2 Chemical and Biological Decontamination Efficacy Tests
1851-2020 +Travel Expenses $13,500
NFPA
1851-2020 Sec. 11.4 Audit Initial $600
NFPA
1851-2020 Sec. 11.4 Annual Audits every 6 months (3 audits @ $350/audit) $1,050
Grand Total $17,485
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Required Documentation:
• Advanced Cleaning and Sanitization procedures
• Formulations of advanced cleaning and sanitization process for each washer if different
(these are the instructions or the list of each step of the washer programs)
• Electronic copy of Quality Manual
• Signed Agreement
• Proof of Insurance
Please note: If additional testing is required a Project Change Order quote will follow.
Shipping Info:
Intertek
Attn: Ann Overbaugh
3933 US Route 11
Cortland, NY 13045
Project Fees:
The fees below are based on the information provided on your request, assumptions as noted
previously and are valid for 90 days from date of issuance.
Item# IEvaluation Standard/Description Net Price
$17,485.00
1 NFPA 1851:2019 Ed.2020 $17,485.00
Standard on Selection, Care, and Maintenance of Protective
Ensembles for Structural Fire Fighting and Proximity Fire Fighting
TOTAL(USD) $17,485.00
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Project Conditions:
Unless outlined in the Project Summary,the following conditions apply to this project:
Services:
NFPA 1851 Verification
The pricing identified in this proposal includes the creation of a full report of test results and an NFPA
1851verification certificate and does not include retesting. Once you are compliant with all
requirements of NFPA 1851, Chapter 11 a compliant report will be issued and your company will be
included on Intertek's list of Verified Independent Service Providers(ISP's) and Organizations which can
be found on our website: http://www.intertek.com/nfpa-1851/. If requirements of NFPA 1851, Chapter
11,are not met, a formal notification of non-compliance will be issued.
Additional Certification Services and Fees:
For services that result in the authorization of a certification mark; additional follow-up or surveillance
services may be required at an additional fee which will be charged separately. Please ask your sales
representative for additional information or refer to our website:
http://www.intertek.com/certification
Expenses:
Unless specifically detailed within this proposal,travel expenses, all shipping costs including express
shipment of deliverables, local taxes, and miscellaneous expenses required to complete your project are
not included and will be invoiced in addition to the fees quoted at cost plus a 12%administrative fee.
Invoicing Notes:
Unless specifically noted, Intertek will issue invoices upon delivery of test data, reports, project status
updates, or for projects lasting more than 30 days billing may occur on billable hours or tasks completed
in that specific month at the rate indicated within the proposal.
Samples and Documentation:
The following is required prior to starting your evaluation:
• One complete and fully operational sample of each product to be evaluated. Please consult
with your Intertek project manager for approval of representative or"worst-case"
configurations. Additional samples may be required as the evaluation progresses.
• Operations manual and/or operating instructions.
• Completed "Product Information Packet"which will include bill of materials,electrical ratings,
schematics, and component data. Please contact your sales representative for detail.
Sample Disposition:
If testing is to take place at an Intertek location, please indicate how you would like any test samples not
consumed during testing to be handled:
[] Dispose of Sample(s): If required, sample disposal fees will be invoiced in addition to quoted fees.
[] Return Sample(s): If you desire to have samples returned, please complete the information below:
Shipping Method:
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Account Number to be Charged:
Insurance Value:
Other Instructions:
Project Completion: We estimate your project will be completed and report(s) issued within four(4)
weeks of the date all required samples and documentation are received.To avoid unnecessary delays,
please mark quote number Qu-01047203-1 on the outside of shipping materials containing samples or
documentation. Expedited scheduling options are available.
Report Delivery: We are proud to offer you complete electronic Test Report delivery, management,
and archiving via a secure customer portal at no additional cost to you.To login, register,or find more
details visit www.intertek.com/client-portals.
Project Cancellations: Postponements or cancellations will be accepted if sufficient written notice is
given to Intertek. In the event of a cancellation within two business days of your scheduled project start
date, a $1,500.00 cancellation fee plus any incurred expense may be invoiced to Fort Worth Fire
Department
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Proposal Authorization
Fort Worth Fire Department Quote M Qu-01047203-1
2900 W Bolt St Quote Issued Date: October 8, 2020
Fort Worth,TX 76110-5806
USA
To accept this proposal please have an authorized representative complete and sign this authorization
page and return it along with the entire proposal to the attention of your Intertek Representative noted
below. A copy of your signed purchase order is required prior to scheduling this project. If the project is
to take place at an Intertek facility, please make sure to provide sample disposition instructions.
By signing this proposal,you confirm that you have read and accept the terms and conditions within and
attached and authorize Intertek to proceed with the work as outlined in this document.
By signing this proposal, you agree that the terms and conditions of the Vendor Services Agreement
entered into between Intertek Testing Services NA Inc. and the City of Fort Worth shall replace all terms
and conditions within this proposal and the Testing and Evaluation Terms and Conditions, which are
attached to this proposal. Furthermore, you authorize Intertek to proceed with the work as outlined in
this document.
Accepted by:AZ9XA1-#04Y
Alex Amold(Oct 21,2020 08:16 CDT)
Signature
Alex Arnold
Name Printed
Being an authorized representative of:
Legally Registered Business name of the Company who is authorizing commencement of this quotation
Acceptance Date Preferred Project Start Date Purchase Order#
Thank you for choosing Intertek!
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Sincerely,
Jeffrey Streifert
Sales Representative
3933 US Route 11
Cortland, New York 13045
United States
607-758-6246
jeffrey.streifert@intertek.com
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Testing and Evaluation Terms and Conditions:
These terms and conditions,together with any proposal,estimate or fee quote,form the agreement between you(the Client)and the Intertek entity(Intertek)
providing the services contemplated therein.
1.INTERPRETATION
1.1 In this Agreement the following words and phrases shall have the following meanings unless the context otherwise requires:
(a)Agreement means this agreement entered into between Intertek and the Client;
(b)Charges shall have the meaning given in Clause 5.1;
(c)Confidential Information means all information in whatever form or manner presented which:(a)is disclosed pursuant to,or i n the course of the provision of
Services pursuant to,this Agreement;and(b)(i)is disclosed in writing,electronically,visually,orally or otherwise howsoever and is marked,stamped or identified
by any means as confidential by the disclosing party at the time of such disclosure;and/or(ii)is information,howsoever disclosed,which would reasonably be
considered to be confidential by the receiving party.
(d)Intellectual Property Right(s)means copyrights,trademarks(registered or unregistered),patents,patent applications(including the right to applyfor a patent),
service marks,design rights(registered or unregistered),trade secrets and other like
rights howsoever existing.
(e)Report(s)shall have the meaning as set out in Clause 2.3 below;
(f)Services means the services set out in any relevant Intertek Proposal,any relevant Client purchase order,or any relevant Intertek invoice,as applicable,and may
comprise or include the provision by Intertek of a Report;
(g)Proposal means the proposal,estimate or fee quote,if applicable,provided to the Client by Intertek relating to the Services;
1.2 The headings in this Agreement do not affect its interpretation.
2.THE SERVICES
2.1 Intertek shall provide the Services to the Client in accordance with the terms of this Agreement which is expressly incorporated into any Proposal Intertek has
made and submitted to the Client.
2.2 In the event of any inconsistency between the terms of this Agreement and the Proposal,the terms of this Agreement shall take precedence.This Agreement
takes precedence over any terms and conditions set forth in any Client purchase order or otherwise,all of which Client terms are hereby rejected.Acceptance of
Services constitutes acceptance of all terms and conditions set forth in this Agreement. Neither Intertek's commencement of performance or delivery of the
services constitutes an acceptance of Client's terms or conditions.
2.3 The Services provided by Intertek under this Agreement and any memoranda,laboratory data,calculations,measurements,estimates,notes,certificates and
other material prepared by Intertek in the course of providing the Services to the Client,together with status summaries or any other communication in any form
describing the results of any work or services performed(Report(s))shall be only for the Client's use and benefit.
2.4 The Client acknowledges and agrees that if in providing the Services Intertek is obliged to deliver a Report to a third party,Intertek shall be deemed irrevocably
authorized to deliver such Report to the applicable third party.For the purposes of this clause an obligation shall arise on the instructions of the Client,or where,in
the reasonable opinion of Intertek,it is implicit from the circumstances,trade,custom,usage or practice.
2.5 The Client acknowledges and agrees that any Services provided and/or Reports produced by Intertek are done so within the limits of the scope of work agreed
with the Client in relation to the Proposal and pursuant to the Client's specific instructions or,in the absence of such instructions,in accordance with any relevant
trade custom,usage or practice.The Client further agrees and acknowledges that the Services are not designed or intended to address all matters of quality,safety,
performance or condition of any product,material,services,systems or processes tested,inspected or certified and the scope of work does not necessarily reflect
all standards which may apply to product,material,services,systems or process tested,inspected or certified.The Client understands that reliance on any Reports
issued by Intertek is limited to the facts and representations set out in the Reports which represent Intertek's review and/or analysis of facts,information,
documents,samples and/or other materials in existence at the time of the performance of the Services only.
2.6 Client is responsible for its actions and use of any Report.Neither Intertek nor any of its officers,employees,agents or subcontractors shall be liable to Client nor
any third party for any actions taken or not taken by the Client or any third party instructed or advised by the Client,on the basis of such Report.
2.7 In agreeing to provide the Services pursuant to this Agreement,Intertek does not abridge,abrogate or undertake to discharge any duty or obligation of the
Client to any other person or any duty or obligation of any person to the Client.
3.INTERTEK'S WARRANTIES
3.1 Intertek warrants exclusively to the Client:
(a)that it has the power and authority to enter into this Agreement and that it will comply with relevant legislations and regulations in force as at the date of this
Agreement in relation to the provision of the Services;
(b)that the Services will be performed in a manner consistent with that level of care and skill ordinarily exercised by other companies providing like services under
similar circumstances;
(c)that it will take reasonable steps to ensure that whilst on the Client's premises its personnel comply with any health and safety rules and regulations and other
reasonable security requirements made known to Intertek by the Client in accordance with Clause 4.3(f);
(d)that the Reports produced in relation to the Services will not infringe any legal rights(including Intellectual Property Rights)of any third party.This warranty shall
not apply where the infringement is directly or indirectly caused by Intertek's reliance on any information,samples or other related documents provided to Intertek
by the Client(or any of its agents or representatives).
3.2 In the event of a breach of the warranty set out in Clause 3.1(b),Intertek shall,at its own expense, perform services of the type originally performed as
may be reasonably required to correct any defect in Intertek's performance.
3.3 Intertek makes no other warranties,express or implied.All other warranties,conditions and other terms implied by statute or common law(including but not
limited to any implied warranties of merchantability and fitness for purpose)are,to the fullest extent permitted by law,excluded from this Agreement.No
performance,deliverable,oral or other information or advice provided by Intertek(including its agents,sub-contractors,employees or other representatives)will
create a warranty or otherwise increase the scope of any warranty provided.
4.CLIENT WARRANTIES AND OBLIGATIONS
4.1 The Client represents and warrants:
(a)that it has the power and authority to enter into this Agreement and procure the provision of the Services for itself;
(b)that it is securing the provision of the Services hereunder for its own account and not as an agent or broker,or in any other representative capacity,for any
other person or entity;
(c)that any information,samples and related documents it(or any of its agents or representatives)supplies to Intertek(including its agents,sub-contractors and
employees)is,true,accurate representative,complete and is not misleading in any respect.The Client further acknowledges that Intertek will rely on such
information,samples or other related documents and materials provided by the Client(without any duty to confirm or verify the accuracy or completeness thereof)
in order to provide the Services;
(d)that any samples provided by the Client to Intertek will be shipped pre-paid and will be collected or disposed of by the Client(at the Client's cost)within thirty
(30)days after testing unless alternative arrangements are made by the Client.In the event that such samples are not collected or disposed by the Client within the
required thirty(30)days period,Intertek reserves the right to destroy the samples,at the Client's cost;and
(e)that any information,samples or other related documents(including without limitation certificates and reports)provided by the Client to Intertek will not,in any
circumstances,infringe any legal rights(including Intellectual Property Rights)of any third party.
4.2 In the event that the Services provided relate to any third party,the Client shall cause any such third party to acknowledge and agree to the provisions in this
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Agreement and the Proposal prior to and as a condition precedent to such third party receiving any Reports or the benefit of any Services.
4.3 The Client further agrees:
(a)to co-operate with Intertek in all matters relating to the Services and appoint a manager in relation to the Services who shall be duly authorized to provide
instructions to Intertek on behalf of the Client and to bind the Client contractually as required;
(b)to provide Intertek(including its agents,sub-contractors and employees),at its own expense,any and all samples,information,material or other documentation
necessary for the execution of the Services in a timely manner sufficient to enable Intertek to provide the Services in accordance with this Agreement.The Client
acknowledges that any samples provided may become damaged or be destroyed in the course of testing as part of the necessary testing process and undertakes to
hold Intertek harmless from any and all responsibility for such alteration,damage or destruction;
(c)that it is responsible for providing the samples/equipment to be tested together,where appropriate,with any specified additional items,including but not
limited to connecting pieces,fuse-links,etc.;
(d)to provide instructions and feedback to Intertek in a timely manner;
(e)to provide Intertek(including its agents,sub-contractors and employees)with access to its premises as may be reasonably required for the provision of the
Services and to any other relevant premises at which the Services are to be provided;
(f)prior to Intertek attending any premises for the performance of the Services,to inform Intertek of all applicable health and safety rules and regulations and other
reasonable security requirements that may apply at any relevant premises at which the Services are to be provided;
(g)to notify Intertek promptly of any risk,safety issues or incidents in respect of any item delivered by the Client,or any process or systems used at its premises or
otherwise necessary for the provision of the Services;
(h)to inform Intertek in advance of any applicable import/export restrictions that may apply to the Services to be provided,including any instances where any
products,information or technology may be exported/imported to or from a country that is restricted or banned from such transaction;
(i)in the event of the issuance of a certificate,to inform and advise Intertek immediately of any changes during the term of the certificate which may have a
material impact on the accuracy of the certification;
Q)to obtain and maintain all necessary licenses and consents in order to comply with relevant legislation and regulation in relation to the Services;
(k)that it will not use any Reports issued by Intertek pursuant to this Agreement in a misleading manner and that it will only distribute such Reports in their entirety;
(1)in no event will the contents of any Reports or any extracts,excerpts or parts of any Reports be distributed or published without the prior written consent of
Intertek(such consent not to be unreasonably withheld)in each instance;and
(m)that any and all advertising and promotional materials or any statements made by the Client will not give a false or misleading impression to any third party
concerning the services provided by Intertek.
4.4 Intertek shall be neither in breach of this Agreement nor liable to the Client for any breach of this Agreement if and to the extent that its breach is a direct result
of a failure by the Client to comply with its obligations as set out in this Clause 4.The Client also acknowledges that the impact of any failure by the Client to
perform its obligations set out herein on the provision of the Services by Intertek will not affect the Clients obligations under this Agreement for payment of the
Charges pursuant to Clause 5 below.
5.CHARGES,INVOICING AND PAYMENT
5.1 The Client shall pay Intertek the charges set out in the Proposal,if applicable,or as otherwise contemplated for provision of the Services(the Charges).
5.2 The Charges are expressed exclusive of any applicable taxes.The Client shall pay any applicable taxes on the Charges at the rate and in the manner prescribed by
law,on the issue by Intertek of a valid invoice.
5.3 The Client agrees that it will reimburse Intertek for any expenses incurred by Intertek relating to the provision of the Services and is wholly responsible for any
freight or customs clearance fees relating to any testing samples.
5.4 The Charges represent the total fees to be paid by the Client for the Services pursuant to this Agreement.Any additional work performed by Intertek will be
charged on a time and material basis.
5.5 Intertek shall invoice the Client for the Charges and expenses,if any.The Client shall pay each invoice within thirty(30)days of receiving it.
5.6 If any invoice is not paid on the due date for payment,Intertek shall have the right to charge,and the Client shall pay,reasonable collection costs and interest on
the unpaid amount,calculated from the due date of the invoice to the date of receipt of the amount in full at a rate equivalent to 3%per cent per annum above the
base rate from time to time of HSBC Bank in the relevant currency.
6.INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION
6.1 All Intellectual Property Rights belonging to a party prior to entry into this Agreement shall remain vested in that party.Nothing in this Agreement is intended to
transfer any Intellectual Property Rights from either party to the other.
6.2 Any use by the Client(or the Client's affiliated companies or subsidiaries)of the name"Intertek"or any of Intertek's trademarks or brand names for any reason
must be prior approved in writing by Intertek.Any other use of Intertek's trademarks or brand names is strictly prohibited and Intertek reserves the right to
terminate this Agreement immediately as a result of any such unauthorized use.
6.3 In the event of provision of certification services,Client agrees and acknowledges that the use of certification marks may be subject to national and international
laws,regulations and a separate certification agreement.
6.4 All Intellectual Property Rights in any Reports,document,graphs,charts,photographs or any other material (in whatever medium) produced by Intertek
pursuant to this Agreement shall belong to Intertek.The Client shall have a license to use any such Reports,document,graphs,charts,photographs or other
material provided such usage is in compliance with the terms of this Agreement.
6.5 The Client agrees and acknowledges that Intertek retains any and all proprietary rights in concepts,ideas and inventions that may arise during the preparation or
provision of any Report(including any deliverables provided by Intertek to the Client)and the provision of the Services to the Client.
6.6 Photographs or video recordings of the Client's own project may be taken by the Client if authorized by Intertek and used for the Client's own internal purposes.
Photographs or video recordings may not be used for marketing or publicity,or distributed to a third party or otherwise published without Intertek's prior review
and consent in writing;taking photographs of other Intertek customer's samples,test setups or facilities,or recording in any manner any test specimen other than
the test specimen related to the Customer's project is prohibited;and the Client agrees to hold in strict confidence and not use any proprietary information
disclosed either advertently or inadvertently. The Client shall defend,hold harmless,and indemnify Intertek for any breach of this clause.
7.CONFIDENTIALITY
7.1 Where a party(the Receiving Party)obtains Confidential Information of the other party(the Disclosing Party)in connection with this Agreement(whether
before or after the date of this Agreement)it shall,subject to Clauses 7.2 to 7.4:
(a)keep that Confidential Information confidential,by applying the standard of care that it uses for its own Confidential Information;
(b)use that Confidential Information only for the purposes of performing obligations under this Agreement;and
(c)not disclose that Confidential Information to any third party without the prior written consent of the Disclosing Party.
7.2 The Receiving Party may disclose the Disclosing Party's Confidential Information on a"need to know"basis:
(a)to any legal advisers and statutory auditors that it has engaged for itself;
(b)to any regulator having regulatory or supervisory authority over its business;
(c)to any director,officer or employee of the Receiving Party provided that,in each case,the Receiving Party has first advised that person of the obligations under
Clause 7.1 and ensured that the person is bound by obligations of confidence in respect of the Confidential Information no less onerous than those set out in this
Clause 7;and
(d)where the Receiving Party is Intertek, to any of its subsidiaries,affiliates or subcontractors.
7.3 The provisions of Clauses 7.1 and 7.2 shall not apply to any Confidential Information which:
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(a)was already in the possession of the Receiving Party prior to its receipt from the Disclosing Party without restriction on its use or disclosure;
(b)is or becomes public knowledge other than by breach of this Clause 7;
(c)is received by the Receiving Party from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;or
(d)is independently developed by the Receiving Party without access to the relevant Confidential Information.
7.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law,a valid subpoena or other court order,provided
that the Receiving Party has given the Disclosing Party prompt written notice of the requirement to disclose a nd where possible given the Disclosing Party a
reasonable opportunity to prevent the disclosure through appropriate legal means.
7.5 Each party shall ensure the compliance by its employees,agents and representatives(which,in the case of Intertek,includes procuring the same from any sub-
contractors)with its obligations under this Clause 7.
7.6 No license of any Intellectual Property Rights is given in respect of any Confidential Information solely by the disclosure of such Confidential Information by the
Disclosing Party.
7.7 With respect to archival storage,the Client acknowledges that Intertek may retain in its archive forthe period required by its quality and assurance processes,or
by the testing and certification rules of the relevant accreditation body, all materials necessary to document the Services provided.
8.AMENDMENT
8.1 No amendment to this Agreement shall be effective unless it is in writing,expressly stated to amend this Agreement and signed by an authorized signatory of
each party.
9.FORCE MAJEURE
9.1 Neither party shall be liable to the other for any delay in performing or failure to perform any obligation under this Agreement to the extent that such delay or
failure to perform is a result of:
(a)war(whether declared or not),civil war,riots,revolution,acts of terrorism,military action,sabotage and/or piracy;
(b)natural disasters such as violent storms,earthquakes,tidal waves,floods and/or lighting;explosions and fires;
(c)strikes and labor disputes,other than by any one or more employees of the affected party or of any supplier or agent of the affected party;or
(d)failures of utilities companies such as providers of telecommunication,internet,gas or electricity services.
9.2 For the avoidance of doubt,where the affected party is Intertek any failure or delay caused by failure or delay on the part of a subcontractor shall only be a
Force Majeure Event(as defined below)where the subcontractor is affected by one of the events described above.
9.3 A party whose performance is affected by an event described in Clause 9.1(a Force Majeure Event)shall:
(a)promptly notify the other party in writing of the Force Majeure Event and the cause and the likely duration of any consequential delay or non-performance of its
obligations;
(b)use all reasonable endeavors to avoid or mitigate the effect of the Force Majeure Event and continue to perform or resume performance of its affected
obligations as soon as reasonably possible;and
(c)continue to provide Services that remain unaffected by the Force Majeure Event.
9.4 If the Force Majeure Event continues for more than sixty(60)days after the day on which it started,each party may terminate this Agreement by giving at least
ten(10)days'written notice to the other party.
10.LIMITATIONS AND EXCLUSIONS OF LIABILITY
10.1 The maximum aggregate liability of Intertek in contract,tort(including negligence and breach of statutory duty)or otherwise for any breach of this Agreement
or any matter arising out of or in connection with the Services to be provided in accordance with this Agreement shall be the amount of Charges due by the Client to
Intertek under this Agreement.
10.2 Neither party shall be liable to the other in contract,tort(including negligence and breach of statutory duty)or otherwise for any:
(a)loss of profits;
(b)loss of sales or business;
(c)loss of opportunity(including without limitation in relation to third party agreements or contracts);
(d)loss of or damage to goodwill or reputation;
(e)loss of anticipated savings;
(f)cost or expenses incurred in relation to making a product recall;
(g)loss of use or corruption of software,data or information;or
(h)any indirect,consequential loss,punitive or special loss(even when advised of their possibility).
10.3 Any claim by the Client against Intertek(always subject to the provisions of this Clause 10) must be made within ninety (90) days after the Client
becomes aware of any circumstances giving rise to any such claim. Failure to give such notice of claim within ninety(90)days shall constitute a bar or irrevocable
waiver to any claim,either directly or indirectly,in contract,tort or otherwise in connection with the provision of Services under this Agreement.
11.INDEMNITY
11.1 The Client shall indemnify and hold harmless Intertek,its officers,employees,agents,representatives,contractors and sub-contractors from and against any
and all claims,suits,liabilities(including costs of litigation and attorney's fees)arising,directly or indirectly,out of or in connection with:
(a)any claims or suits by any governmental authority or others for any actual or asserted failure of the Client to comply with any law,ordinance,regulation,rule or
order of any governmental or judicial authority;
(b)claims or suits for personal injuries,loss of or damage to property,economic loss,and loss of or damage to Intellectual Property Rights incurred by or occurring
to any person or entity and arising in connection with or related to the Client's products or equipment and the Services provided hereunder by Intertek,its officers,
employees,agents,representatives,contractors an sub-contractors;
(c)the breach or alleged breach by the Client of any of its obligations set out in Clause 4 above;
(d)any claims made by any third party for loss,damage or expense of whatsoever nature and howsoever arising relating to the performance, purported
performance or non-performance of any Services to the extent that the aggregate of any such claims relating to any one Service exceeds the limit of liability set out
in Clause 10 above;
(e)any claims or suits arising as a result of any misuse or unauthorized use of any Reports issued by Intertek or any Intellectual Property Rights belonging to Intertek
(including trademarks)pursuant to this Agreement;and
(f)any claims arising out of or relating to any third party's use of or reliance on any Reports or any reports,analyses,conclusions of the Client(or any third party to
whom the Client has provided the Reports)based in whole or in part on the Reports,if applicable.
11.2 The obligations set out in this Clause 11 shall survive termination of this Agreement.
12.INSURANCE POLICIES
12.1 Each party shall be responsible for the arrangement and costs of its own company insurance which includes,without limitation,professional indemnity,
employer's liability,motor insurance and property insurance.
12.2 Intertek expressly disclaims any liability to the Client as an insurer or guarantor.
12.3 The Client acknowledges that although Intertek maintains employer's liability insurance,such insurance does not cover any employees of the Client or any third
parties who may be involved in the provision of the Services.If the Services are to be performed at premises belonging to the Client or third parties,Intertek's
employer's liability insurance does not provide cover for non-Intertek employees.
13.TERMINATION
13.1 This Agreement shall commence upon the first day on which the Services are commenced and shall continue,unless terminated earlier in accordance with this
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INTERTEK-3933 US Route 11,,Cortland,New York,13045,United States
Quote No: Qu-01047203-1 tntertcak
Total Quality.Assured.
Clause 13,until the Services have been provided.
13.2 This Agreement may be terminated by:
(a)either party if the other continues in material breach of any obligation imposed upon it hereunder for more than thirty(30)days after written notice has been
dispatched by that Party by recorded delivery or courier requesting the other to remedy such breach;
(b)Intertek on written notice to the Client in the event that the Client fails to pay any invoice by its due date and/or fails to make payment after a further request
for payment;or
(c)either party on written notice to the other in the event that the other makes any voluntary arrangement with its creditors,or becomes subject to an
administration order,or becomes bankrupt,or goes into liquidation,or a trustee takes possession or a receiver is appointed of any of the pro perty or assets of the
Client,or the other party otherwise ceases,or threatens to cease,to carry on business.
13.3 In the event of termination of the Agreement for any reason and without prejudice to any other rights or remedies the parties may have, the Client shall
pay Intertek for all Services performed up to the date of termination. This obligation shall survive termination or expiration of this Agreement.
13.4 Any termination or expiration of the Agreement shall not affect the accrued rights and obligations of the parties nor shall it affect any provision which is
expressly or by implication intended to come into force or continue in force on or after such termination or expiration.
14.ASSIGNMENT AND SUB-CONTRACTING
14.1 Intertek reserves the right to delegate the performance of its obligations hereunder and the provision of the Services to one or more of its affiliates and/or
sub-contractors when necessary.Intertek may also assign this Agreement to any company within the Intertek group.
15.GOVERNING LAW AND DISPUTE RESOLUTION
15.1 This proposal,and anywork performed pursuant to this proposal,shall be governed by the laws of the jurisdiction within which the Intertek facility making the
proposal is located. Any action brought hereon shall be venued in said jurisdiction.
16.MISCELLANEOUS
Severability
16.1 If any provision of this Agreement is or becomes invalid,illegal or unenforceable,such provision shall be severed and the remainder of the provisions shall
continue in full force and effect as if this Agreement had been executed without the invalid illegal or unenforceable provision.Ifthe invalidity,illegality or
unenforceability is so fundamental that it prevents the accomplishment of the purpose of this Agreement,Intertek and the Client shall immediately commence good
faith negotiations to agree an alternative arrangement.
No partnership or agency
16.2 Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute a partnership,association,joint venture or other co-
operative entity between the parties or constitute any party the partner,agent or legal representative of the other.Waivers
16.3 Subject to Clause 10.3 above,the failure of any party to insist upon strict performance of any provision of this Agreement,or to exercise any right or remedy to
which it is entitled,shall not constitute a waiver and shall not cause a diminution of the obligations established by this Agreement.A waiver of any breach shall not
constitute a waiver of any subsequent breach.
16.4 No waiver of any right or remedy under this Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in
writing.
Whole Agreement
16.5 This Agreement and the Proposal contain the whole agreement between the parties relating to the transactions contemplated by this agreement and
supersedes all previous agreements,arrangements and understandings between the parties relating to those transactions or that subject matter.No purchase
order,statement or other similar document will add to or vary the terms of this Agreement.
16.6 Each party acknowledges that in entering into this Agreement it has not relied on any representation,warranty,collateral contract or other assurance(except
those set out or referred to in this Agreement) made by or on behalf of any other party before the acceptance or signature of this Agreement.Each party waives all
rights and remedies that,but for this Clause,might otherwise be available to it in respect of any such representation,warranty,collateral contract or other
assurance.
Third Party Rights
16.7 A person who is not party to this Agreement has no rights to enforce any of the terms of this Agreement.
Further Assurance
16.8 Each party shall,at the cost and request of any other party,execute and deliver such instruments and documents and take such other actions in each case as
may be reasonably requested from time to time in order to give full effect to its obligations under this Agreement.
(updated Oct 2017)
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INTERTEK-3933 US Route 11,,Cortland,New York,13045,United States
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
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:
A.
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ature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—Intertek Testing Services NA, Inc. Page 14 of 18
EXHIBIT D
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting to make a purchase of over$50,000 following
public bidding requirements
Instructions:Fill out the entire form with detailed information.Once you have completedthis form,
provide it to the Purchasing staff or the Purchasing attorneys for review.The attorney will review
the information you have provided and determine whether using an exemption to Chapter 252's
biding requirements would be defensible. If you are printing this form to provide to Purchasing or
Legal,please do not provide the Primer page. Failure to provide sufficient information may result
in follow-up questions and could cause a delay in the attorneys' determination.
Section 1: General Information
Requesting Department: Fire
Name of Contract Manager: Alex Arnold
Department's Attorney: Christopher Austria
Item or Service sought: NFPA 1851 Verification(Bunker Gear maintenance/repair
If Purchase of an Item or Equipment,are any Services included?Yes No X
Vendor: Intertek
Jeff Streiffert
IndustrialIPPE Sales Representative
1-607-310-8882
Current Agreement for item/service: Yes No_X(old one expired)
CSC#: N/A
How will this item or service be used: This vendor is needed to complete annual
inspections to verify to the State of Texas that FWFD bunker gear is cleaned and repaired
according to NFPA 1851 standards
Page 1 of 5
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 15 of 18
Section 2: Exemption Justification
Please indicate which exemption you believe applies to the purchase and provide information to
support its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality;
a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery, equipment, or
other property;
X a procurement for personal,professional, or planning services;
a procurement for work that is performed and paid for by the day as the work progresses;
a purchase of land or a right-of-way;
a procurement of items that are available from only one source, including:
a purchase of rare books, papers, and other library materials for a public library;
_paving drainage, street widening, and other public improvements, or related matters,if at
least one-third of the cost is to be paid by or through special assessments levied on property that
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality,for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction of a public
improvement as provided by Subchapter C. Chapter 212;
_personal property sold:
(A)at an auction by a state licensed auctioneer;
(B)at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business &Commerce Code;
(C)by a political subdivision of this state, a state agency of this state,or an entity of the
federal government;or
(D)under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity;or
advertising, other than legal notices.
Page 2 of 5
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 16 of 18
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
There are only two vendors in the U.S. that provide this service (UL and Intertek). The City of
Fort Worth has used Intertek since 2006.This is a federal requirement and must be completed prior
to the State of Texas' annual inspection. Under this service,the vendor certifies that Fort Worth
Fire personnel are properly maintaining and repairing bunker gear equipment per NFPA 1851
standards.This procurement is necessary to ensure Fort Worth does not lose its certification.
Per the attached list and website (https://www.osha.gov/dts/otpea/nrtl/nrtllist.html), Intertek is
listed as one of the Nationally Recognized Testing Laboratories. Intertek's certification has two
steps,including: (1)samples are destroyed and repaired, and then sent to Intertek for testing; and
(2)an inspection pursuant to the current standard edition of NFPA 1851 to certify the FWFD's
practices.
Intertek is certified by various organizations to perform these services in order to certify that the
FWFD is properly repairing and maintaining its bunker gear. This is required by the Texas
Commission on Fire Protection. Intertek is certified by the following entities in regards to
providing these services:
• American Apparel and Footwear Association(AAFA)
• American Association of Textile Chemist and Colorist(AATCC)
• American Association for Laboratory Accreditation(A2LA)
• American National Standard Institute(ANSI)
• American National Standards Institute-Registrar Accreditation Board(ANSI-RAB)
• American Society of Testing and Materials(ASTM)
• Association of Official Analytical Chemists(AOAC)
• California Bureau of Home Furnishing and Thermal Insulation
• Coalition of North-eastern Governors(CONEG)
• Consumer Products Safety Commission(CPSC)
• Cosmetic,Toiletry and Fragrance Association(CTFA)
• Food and Drugs Administration(FDA)
• Juvenile Products Manufacturers Association(JPMA)
Page 3of5
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 17 of 18
Section 3: Attorney Determination
With the facts provided by the department,is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? Yes or No
Was there anything not included on this form or attached hereto that was relied on in making this
determination? V Yes or No
If yes,please explain: Vendor proposal,emails with staff,OSHA website,and national standards
Approved By-�C?-�
Name: Taylor Paris
Title: Assistant City Attorney
Page 4of5
Vendor Services Agreement—Intertek Testing Services NA,Inc. Page 18 of 18
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal purchases.
If you have questions about the information provided or need additional information,please
contact your department's assigned attorney.
1. A procurement made because of a public calamity that requires the immediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve the
property of the municipality. This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents.This is a factual determination that will be used when the purchase directly
impacts public health and safety.Please note,this is generally a very narrow exception.
3. A procurement necessary because of unforeseen damage to public machinery,equipment,
or other property. Damage or immediately foreseeable damage that is caused by an unexpected
event. This will generally be used when a natural disaster or unforeseen failure occurs that impacts
other property.
4. A procurement for personal,professional,or planning services;
Professional services are not defined under Chapter 252,so there is no precise definition to
follow. However,the Texas Attorney General has suggested that a professional service
comprehends labor and skill that is `predominately mental or intellectual,rather than physical or
manual."' Tex. Atty Gen Op.JM-940(1988)(quoting Maryland Casualty Co.v. Cray Water
Co., 160 S.W. 2d 102(Tex. Civ. App. Eastland 1942,no writ). The Texas Attorney General
has also opined that"professional services"no longer includes only the services of lawyers,
physicians,or theologians,but also those members of disciplines requiring special knowledge or
attainment and a high order of learning,skill,and intelligence. Id.
Facts needed to support a professional service exemption include the specialized requirements of
that profession and the mental and intellectual skill required by the person while performing the
service. Purchases of goods are not professional services.
5. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. hi determining whether a
purchase is of a good.or service that is available from one source,you should not consider price
or time to receive the good or service.The information needed to support this exemption,is that
no other provider can provide the service or category of good except for the vendor you are
proposing. Some examples of sole source purchases include service agreements when only one
vendor is authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty;purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
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