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HomeMy WebLinkAboutContract 56137 CSC No. 56137 FORTWORTH., NON-EXCLUSIVE WINDOW WASHING SERVICES AGREEMENT This NON-EXCLUSIVE WINDOW WASHING SERVICES AGREEMENT ("Agreement') is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and D&A BUILDING SERVICES,INC.("Contractor"),a Texas corporation,each individually referred to as a"party"and collectively referred to as the"parties." WHEREAS, City, through its Property Management Department, contracts for window washing services at the City's building located at 100 Energy Way, Fort Worth,Texas 76102; and WHEREAS, through Invitation to Bid (ITS) No. 21-0117, the City solicited bids to award an agreement for window washing services on an as-needed basis in the City with an aggregate amount of $26,654.00 per year for contracts awarded to the successful bidders; and WHEREAS, Contractor was one of the successful bidders awarded a contract to provide non-exclusive window washing services to the City: and WHEREAS, City and Contractor wish to set out the terms of Contractor's non-exclusive window washing services. AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This_Non-Exclusive Window Washing Services Agreement;and 2. Exhibit A—Scope of Services;and 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 of this Agreement shall control. 1. Scope of Services.Contractor shall perform in a good and professional manner the services listed in this Agreement and as more specifically identified in Exhibit"A"—Scope of Services. 2. TgM.The term of this Agreement shall begin on August 4,2021 ("Effective Date") and shall expire on August 3, 2022 ("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 option(s)(each a"Renewal Term"). OFFICIAL RECORD Window Washing Services Agreement D&A Building Services, Inc. CITY SECRETARY ITB No.No. 21-0117 FT. WORTH, TX 3. Comnensation. 3.1 Contractor understands and agrees that the City may award non-exclusive services agreements to multiple bidders for window washing services as outlined in City of Fort Worth Bid Solicitation No. 21-0117. Contractor further understands that the aggregate amount of all contracts awarded to multiple contractors under Invitation to Bid (ITB) No. 21-0117 shall be in the amount of Twenty-Six Thousand Six Hundred Fifty-Four and No1100 Dollars($26,654.00) and that the City makes no promise or guarantee of the total amount of work thatwill be assigned to Contractor under this Agreement. City shall pay Contractor in accordance with this Agreement and the fee schedule attached hereto as Exhibit"B,"—Price Schedule. Contractor shall not perform any additional services or bill for expenses incurred 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 Contractor not specified by this Agreement unless City first approves such expenses in writing. 3.2 The City shall issue a written Purchase Order establishing the locations and schedules for each service to be completed by Contractor ("Purchase Order"). Contractor shall perform the Services in accordance with each Purchase Order issued by the City. The City may issue an amended Purchase Order to address any changes in the work to be performed after a Purchase Order has been issued. Except as otherwise specified in this Agreement, the fee established in each Purchase Order shall be based upon the fee schedule attached hereto as Exhibit "B."—Price Schedule. 4. Termination. 4.1. Written Notice.City or Contractor may terminate this Agreement at anytime andfor 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 Contractor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Contractor for services actually rendered up to the effective date of termination and Contractor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Contractor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City Information or data as a requirement to perform services hereunder, Contractor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's Window Washing Services Agreement D&A Building Services,Inc. ITB No,No. 21-0117 Page 2 of 19 services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Contractor hereby agrees immediately to make full disclosure toCity in writing. 52 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Contractor. It will be the responsibility of Contractor 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. Contractor must store and maintain City Information in a secure manner and will not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Contractor must notify City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event,Contractor will,in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit.Contractor agrees that City will,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records,including,but not limited to,all electronic records,of Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that City will have access during normal working hours to all necessary Contractor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Contractor reasonable advance notice of intended audits. 7. IndgR4ndent Lontractor. It is expressly understood and agreed that Contractor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Contractors, and subcontractors. Contractor acknowledges that the doctrine of respondent superior will not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Contractor or any officers,agents,servants, employees,contractors,or subcontractors. Neither Contractor, nor any officers, agents, servants, employees. contractors, or subcontractors of Contractor will be entitled to any employment benefits from City. Contractor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Window Washing Services Agreement D&A Building Services, Inc. ITB No.No. 21-0117 Page 3 of 19 8. Liability and Indemniflication. 1. LIABILITY- CONTRACTOR WILL 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 2. GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD IIARMLESSAND DEFEND CITY,ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 3. INTELLECTUAL PROPERTY INDEMNIFICATION— Contractor 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 will not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Contractor'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, Contractor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,and functionally equivalent non-infringing software and/or documentation at no Window Washing Services Agreement ©&A Building Services, Inc. ITS No.No. 21-0117 Page 4 of 19 additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement,and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City under law. 4. ENVIRONMENTAL INDEMNIFICATION - Contractor does hereby release, indemnify, reimburse, defend and hold harmless the City of Fort Worth from and against any and all environmental damages and the violation of any and all environmental requirements resulting from the cleaning, handling, collection, transportation, storage and disposal of hazardous waste by contractor resulting in an act of omission of environmental violation. Environmental Damages shall mean all claims, judgments, damages, losses, penalties,fines,liabilities(including strict liability),encumbrances,liens,costs,and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment, of whatever kind or nature, contingent or otherwise,matured or unmatured,foreseeable or unforeseeable,including without limitation reasonable attorney's fees and disbursements and consultant's fees, any of which are incurred as a result of handling, collection, transportation, storage, disposal, treatment, recovery, and/or reuse of waste pursuant to this contract, or the existence of a violation of environmental requirements pertaining to, and including without limitation: Damages for personal injury and death, or injury to property or natural resources; Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs in connection with the investigation or remediation of such wastes or violation of environmental requirements including, but not limited to, the preparation of any feasibility studies or reports of the performance of any cleanup, remediation, removal, response, abatement, containment,closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or otherwise expended in connection with the existence of such wastes or violations of environmental requirements,and including without limitation any attorney's fees, costs and expenses incurred in enforcing this contract or collecting any sums due hereunder;and liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the services provided under this agreement. 9. AssigaWgaj and Subcontracting. 9.1 Assi n� Contractor will not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee will execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor will be liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute a written agreement with Contractor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor must provide City with a fully executed copy of any such subcontract. Window Washing Services Agreement D&A Building Services, Inc. ITB No. No. 21-0117 Page 5 of 19 10. Insurance. Contractor must 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 Services 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 will be on any vehicle used by Contractor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will 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 Services are being performed Employers' liability $100,000- Bodily Injury by accident:each accident/occurrence $100,000- Bodily Injury by disease;,each employee $500,000- Bodily Injury by disease; policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation Window Washing Services Agreement D&A Building Services,Inc. 1TB No.No. 21-0117 Page 6 of 19 (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City.Ten (10)days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the 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 will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Contractor has obtained all required insurance will be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11, Compliance with Laws. Ordinances. Rules and Regulations. Contractor agrees that in the performance of its obligations hereunder,it will comply with all applicable federal,state and local laws, ordinances.rules and regulations and that any work it produces in connection with this Agreement N ill also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant, Contractor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR 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 will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,addressed as follows: Window Washing Services Agreement D&A Building Services, Inc. ITS No.No. 21-0117 Page 7 of 19 To CITY: To CONTRACTOR: City of Fort Worth D&A Building Services, Inc Attn: Assistant City Manager Attn: Kathy Sarabasa,Executive 200 Texas Street Vice President Fort Worth,TX 76102-6314 13637 N Central Expressway,#D020 Facsimile: (817)392-8654 Dallas,TX 75243 Phone: (407) 831-5388 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of F.mR�ees. Neither City nor Contractor will, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Goyernmental_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 Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Contractor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force,Mi jeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Window Washing Services Agreement D&A Building Services,Inc. ITB No.No. 21-0117 Page 8 of 19 Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. Review ofQ11�se1.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 will not be employed in the interpretation of this Agreement or Exhibits A, 13,and C. 22. Amgndments 1 Modifications 1 F.xtenAgns, No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warrailly of Services. Contractor 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 Contractor's option,Contractor will either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming service. 25, Lnmigration Nationality Act. Contractor must 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, Contractor will provide City with copies of all I- 9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be perfonned by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Contractor, will have the right to immediately terminate this Agreement for violations of this provision by Contractor. 26. Q&Ugrshin of Work Product. City will be the sole and exclusive owner of all reports, work papers. procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will be the sole and exclusive owner of all copyright, patent,trademark, trade secret and other proprietary rights in and to the Work Product.Ownership of the Work Product will inure to the benefit of City from the date of conception,creation or fixation of the Work Product in a tangible medium of expression(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or anv part thereof,is not considered a"work-made-for-hire" within the meaning of the CopyrightAct of 1976, as amended, Contractor 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 Window Washing Services Agreement D&A Building Services,Inc. ITB No.No. 21-0117 Page 9 of 19 other proprietary rights therein,that City may have or obtain, without further cons ideration,free from any claim, lien for balance due,or rights of retention thereto on the part of City. 27. Sig1jaillEg AlIthority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order. resolution, ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in C m any Name or Ownershin. Contractor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Contractor 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. 29. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 30. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Contractor, 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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) Window Washing Services Agreement D&A Building Services, Inc. ITB No.No. f 1-0117 Page 10 of 19 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that 1 am the person �c 3�GG responsible for the monitoring and administration of By:DanaBurghdoff(Aug7,202 L22CDT)44 this contract,including ensuring all performance and Name: Dana Burghdoff reporting requirements. Title: Assistant City Manager Date: �4Carv'`l• sGr �` By:Alan H.Shuror(Aue 5,202113:58 CDT) Name: Alan Shuror APPROVAL RECOMMENDED: Title: Assistant Director, Property Management Department APPROVED AS TO FORM AND LEGALITY: Steve CooKe By$teve Cooke(Aug 5,202116:47 CDT) Name: Steve Cooke Title: Property Management Director By: Name: Matt Murray ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not required By: Ronald P.Gonzales(Aue 9,202108:12 CDTI _ 1295 No.N/A arne: Ronald P. Gonzales Title: Acting City Secretary ���°°°OR°°4aa F rho$ ° ° ~O o''� �0° °x� CONTRACTOR: °° °°°°°°°° p ��Ti nEXAS.oap D&A Building S vicej1c By: Name: Kath Sar a Title: Exeecutiv Vice President Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Window Washing Services Agreement D&A Building Services,Inc. 1TB No.No. 21-0117 Page 11 of 19 EXHIBIT A SCOPE OF SERVICES WINDOW WASHING SERVICES FOR 100 ENERGY WAY,FT.WORTH,TX 76102 LO INTENT 1.1 Contractor shall include all costs for window washing services including but not limited to fuel,travel and/or time lost.No additional charges will be accepted or paid by the City. 1.2 The City may request additional service locations and/or services of the same general category that could have been encompassed in the award of this Agreement. Such additional services shall be included only by the written agreement of City and Contractor. 2.0 WINDOW WASHING SERVICES 2.1 Contractor service shall include, but is not limited to, washing all glass with mild, soap solution, brushing and squeegeeing of windows, wiping any drips and streaks from glass and wiping down framework,and ledges. 2.2 Contractor shall use reasonable care to avoid damaging buildings, equipment and vegetation on City and private property.If the Contractor's failure to use reasonable care causes darnage to any property, the Contractor shall replace or repair the damage at no expense to the City. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price. 2.3 Contractor shall take necessary precautions to not interfere with occupants while rendering services. 2.4 Contractor shall contact the Property Management Department (PMD)to approve and perform a final inspection of completed services prior to contractor leaving the site. 2.3 Contractor shall perform all work during the following hours unless otherwise requested by PMD Contract Compliance Division: 2.5.1 Interior services shall be schedule after 6pm Monday-Friday. 2.5.2 Exterior services shall be scheduled Monday-Friday between lam— 4pm. 2.5.3 Contractor shall schedule the job within two (2) weeks of the date the request is made or at a time mutually convenient to both parties. 3.0 PERFORMANCE 3.1 In the event the work performance of the Contractor is not satisfactory,the Contractor shall be notified by City authorized representative and will be given six(6)hours,or as scheduled,to correct the work. 3.2 Labor for all rework shall be at no cost to the City. At the City's option,if the Contractor fails to respond within the six hours or scheduled time, or the work is still unsatisfactory,another source may be obtained by the City. Window Washing Services Agreement D&A Building Services, Inc. ITB No.No. 21-0117 Page 12 of 19 4.0 GENERAL REQUIREMENTS 4.1 Supervision - The Contractor shall, during all periods of contract performance, provide competent supervision of his employees to assure complete and satisfactory fulfillment of the work and the terms of this Contract.The Contractor or a capable,fully authorized representative must be immediately available during all work activities to receive any and all special instructions from PMD or designee. 4.1.1 The Contractor shall be required to provide competent personnel capable and qualified to complete the work required. If at any point the qualification of the personnel working on the project comes into question,proper documentation of that person's abilities or skill sets may be required,or the contractor will remove them from the project and replace them with another individual that is qualified to complete the task. 4.2 Safety - The Contractor shall be thoroughly familiar with all prevailing safety measures pertinent to its operations and employees. This shall include,but not necessarily be limited to Environmental Protection Agency (EPA)regulations, Fort Worth City Ordinances, and Occupational Safety and Health Agency (OSHA)regulations. In addition,the Contractor shall be wholly responsible for instructing its employees in these safety measures and seeing that they are fully complied with in every respect. 4.3 Hazards - The Contractor shall at no time permit placing or use of equipment in such manner as to create safety hazards. Contractor personnel shall provide appropriate warning devices when necessary and cooperate in the fullest in allowing throughpassage of other vehicles and personnel,even to the point of interrupting their own work, if necessary. 4.4 Defective Work and Damages - The Contractor shall be wholly responsible for and shall promptly correct or restore all defective work or damages to any/all City facilities caused by its activities. Restoration and correction shall be to the complete satisfaction of the City.This shall apply to any part of a building/housing structure,its appurtenances,the adjacent grounds, or any other tangible damage incurred in the performance of the Contract. Failure by the Contractor to proceed promptly with corrective actions may be cause for cancellation of this Contract with amount(s) necessary to correct defective work and/or damage being withheld from payments due or to become due to the Contractor. 4.5 Clean Up - The Contractor shall keep the premise free at all times from accumulation of waste materials or rubbish.At the completion of the work, the Contractor shall remove all waste and rubbish from and about the work area, as well as tools, equipment and surplus materials,and shall leave the area as clean and as free of spots, stains, etc., as before the work was undertaken. Window Washing Services Agreement D&A Building Services, Inc. ITB No.No. 21-0117 Page 13 of 19 4.6 Regulations - Contractor shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations pertaining to the performance of the work specified herein even if they come into effect after the start of this agreement.All mandates requiring the City to comply with new guidelines will also require the City Contractors to comply.Contractor shall assume OSHA compliant anchors,tiebacks or davits,if required. 4.7 Performance - Failure of the City to insist in any one or more instances upon performance of any of the terms and conditions of this contract shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions,but the Contractor's obligation with respect to such performance shall continue in full force and effect. 4.8 Purchase Orders—Property Management Department's(PMD) Contract Compliance Division will issue a purchase orders directly to the Contractor for service. No Work Order is to be accepted by Contractor without receiving location and Purchase Order number. All Work Orders must be placed by PMD's Contract Compliance Division. 4.9 Amounts - The amount in the agreement is not a guarantee of future quantity.as the City does not guarantee any particular quantity of building window cleaning during the term of this contract. The quantity may vary, therefore the City shall not be liable for any contractual agreements/obligations the contractor assumes based on the City purchasing/requiring any specified amounts herein. 5.0 INTERIOR 5.1 Contractor shall wash the inside pane of the main lobby level glass, full height; including the intout of the two entry vestibules.Approximately 77 panes wide on the north, east, south and west elevations to the escalator well and 9 single panes over the escalator and continuing towards the retail space, but excluding any glass in retail or office space. Using a nineteen (19)foot scissor lift and ladders. 5.1.1 Expected Service Frequency:Two Per Year 5.2 Contractor shall wash both sides of the mezzanine level balcony handrail glass, including the north,east and south lobby balconies;approximately 17 panes of glass. Using a nineteen(19) foot scissor lift. 5.2.1 Expected Service Frequency: Two Per Year 5.3 Contractor shall wash both sides of the escalator opening glass handrails (not the actual sides of the escalator);approximately lb panes of glass. 5.3.1 Expected Service Frequency: Two Per Year Window Washing Services Agreement D&A Building Services,Inc. ITB No.No. 21-01 17 Page 14 of 19 5.4 Contractor shall wash the inside of the garage walkway, full height, including the glass in the health club wall and the inside of the entry vestibule and both sides of the partition glass by the lower level security desk. 5.4.1 Expected Service Frequency: Two per Year 5.5 Contractor shall wash the inside of the lower level lobby and cafe glass, full height; approximately 10 large panes in the lower level lobby and 21 panes in the cafe plus the in/out of the two entry vestibules in the cafe. 5.5.1 Expected Service Frequency: Two per Year 5.6 Contractor shall wash both sides of the glass in the garage elevator lobbies, on all four floors. 5.6.1 Expected Service Frequency:Two Per Year 6.0 EXTERIOR 6.1 Contractor shall wash the outside of the lobby glass on the main level on the south, east and west elevations; approximately 41 panes on the east elevation and 25 panes on the south and 19 panes on the west elevation, full height. 6.1.1 Expected Service Frequency: Two Per Year 6.2 Contractor shall wash the outside of the garage walkway glass, and the lower level lobby and the cafe: approximately 8 large panes on the walkway and 10 panes in the lobby and 24 panes plus 2 entryways in the cafe, lower level, full height. 6.2.1 Expected Service Frequency:Two Per Year 6.3 Contractor shall wash the topside and the bottom side of the three entrance canopies and related structure,including removing cobwebs; and wash the exterior of three panes each on the two south elevation balconies. Worker to be attached to safety line suspended from roof. 6.3.1 Expected Service Frequency: Two Per Year 6.4 Contractor shall wash the outside pane of the exterior glass of the tower, excluding the items listed above. 6.4.1 Expected Service Frequency: Two Per Year Window Washing Services Agreement D&A Building Services,Inc. ITB No,No, 21-0117 Page 15 of 19 7.0 EQUIPMENT 7.1 At a minimum, Contractor shall be required to have the following equipment to satisfactorily complete these services. Additionally, the Contractor shall be responsible to field verify the location of anchors they will use. 7.2 Control Rope Descent Equipment 7.2.1 Rope Descent chairs including primary line 7?2 Body harness, rope grabs with shock absorbing lanyards and safety lines 7.2.3 Miscellaneous soap,brushes, squeegees,rags,buckets et al 7.2.4 Carpeting to protect ropes and parapet wall 7.2.5 Body harness, rope grabs with shock absorbing lanyards and safety lines 7.2.6 Miscellaneous soap,brushes,squeegees,rags,buckets et al 7.3 Ground Equipment 7.3.1 Extension ladders 7.3.2 Stack ladders 7.3.3 19 and 26 foot scissor lifts 7.3.4 One man 40 foot Genic Lift 7.3.5 45 and 60 foot man lifts 7.3.6 Denka Atrium man lift 8.0 CITY RESPONSIBILITIES 8.1 The City will make available water sources for the Contractor to carry out their work. 8.2 The City will provide the Contractor the Certificate of Regulation Compliance for the building at 100 Energy Way. Window Washing Services Agreement D&A Building Services,Inc. ITB No.No. 21-0117 Page 16 of 19 EXHIBIT B PRICE SCHEDULE 1 oRT%RTH CITY OF FORT WORTH BID OFFER Event ID ----- Papa Iltwited: PUBLIC EVENT DETAILS FWC i-••, Event Round Version - Subnil Tbt City of Fort Worth t _ _ FINANCIAL MANAGEMENT SERVICES Event ria� FINANCE-Purchasing RFQL Antc:a: ++.ndaK tidfau�ilt use;=__-- 200TexaaSt. Lower Level South) Start Time Finish Tlrne Fort Worth TX 76102 I-Q 4L21 :sruo:0)ccr _ oyl�a�aji iq,;_ •Qgg�_ United States Email: FMSPurchesingResporhaes@tortwodhtems.gay Linn. 1 �sd; on: 91 unit Unitprfce TOM Wash the inside pane of the main lobby ithval 2.00 — glass per attached Specification 5.1_ SIA110 $2,8DO _ 1Jn: 2 Oft unk unhill"ftis TOW Dafcrl Lion: Wash both sides of the mezzanine level 2.00 EA balcony handrail glass per attached Spetshcabon5-2. $350.00 $700.00 Line: 3 Description; Unit unwrice TOW West)both sonof the escalator opeNng EA glass handrails pier attached Specllkalion s.z_ $350.00_ $700.00 Llrle: 4 Motion: Ulv Unit _ unlTdit Wash the Inside of the garage walkway Wr 2.00 EA attached Specification5.4. $350.00 $700.00 Line: 5 t�asulnlion: �Y unf! UnllPdce Total Wash the Inside of the tourer level lobby and 2,00 EA cof glees per auechad Specification 5.5. �$350.00 .5700.00 Lin: 6 Descrlhzllon: ft Ui* Unllprice _ - - - TOM - Wash bosh sides of:he glass in the garage 2.00 EA eltwatorlobtnes.on all four noorsper $350.00 $700.00 attached Specification 5.6. _y Line: 7 Description: _ Qiy _ -unit Untlprica Total Wash the outside of the lobby glass on the 2.OD EA main level per allschad Specification 6.1. 1I__ __ $70.0.0.0 $1.4 00 Line: 6 Deecnption:_ unit_^ _ - VnlePrler_ - .- _ - _ Total- Wash the outside of the garage walkway glass 2.00 EA Per attached Sped'icadon 6.2. $3 5 0.0 0 Window Washing Services Agreement D&A Building Services, Inc. ITB No.No. 21-0117 Page 17 of 19 FORT WORTH "`� CITY OF FORT WORTH BID OFFER -- 71�1��77 - Page, Inviled: PUBLIC EVENT DETAILS EwM Round lhnlore t Submit To: City of Fars Worth [rF+rsnt blame-- -- - ------ - - FINANCIAL MANAGEMENT SERVICES RFs't-3*Lci1ad4w.Nashtry�q�ycls_ FINANCE:-Purrhae,ng Stare Time — - - — 200 Texas St.(Lower?avet South) 06 Fart Worth TX7At02 tt1Lr 1 14:ao:�9_a�_ Unitod States Emali: FMSPurchosingResponses0fortworthlexes,gov Lino: Et Witsh theian: gtlr —_ UnitPrice Wash the lopelme end the bot om aide of the -- - Un 1 Total three entrance Ca 2,00 [z nopiea and rolatpd etructuro Per attached spadficatlon 6,8. Line: 10 + � Descalptic n: Wash the outmode pane of the exlenor glees - - 2 O - EI — _ UnItPrict! Total Of the tower pef attached Speoficalion 6.4. $6,557 $13,114 Total Bid Amount: r$26,654 Window Washing Services Agreement D&A Building Services. Inc. ITB No.No. 21-0117 Page 18 of 19 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY D&A Building Services, Inc Attn: Kathy Sarabasa, Executive Vice President 13637 N Central Expressway, #13020 Dallas,TX 75243 Phone: (407) 831-5388 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order,resolution,ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor 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 Contractor. I. Name: Albert Sarabasa Pos4flon: Pfeside6t ' e 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature oT Pre i eh / EO Other Title: Exec VP Date: 8/5121 Window Washing Services Agreement D&A Building Services, Inc. ITB No.No. 21-0117 Page 19 of 19