HomeMy WebLinkAboutContract 57977 CSC No. 57977
FORT WORTH,
--- ".
4
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement")is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rile municipal corporation,acting by and
through its duly authorized Assistant City Manager,and DMI Corp. ("Vendor"),a Texas corporation)and
acting by and through its duly authorized representative,each individually referred to as a "party" and
collectively referred to as the"parties."
1. Scope of Services.Vendor agrees to provide boiler inspection and repair services for the
City("Services"),which are set forth in more detail in Exhibit"A,"attachedhereto and incorporated herein
for all purposes.
2. Term. The initial tern of this Agreement is for one year,beginning on the date that this
Agreement is executed by the City's Assistant City Manager("Effective Date"),unless terminated earlier
in accordancewith this Agreement("Initial Tenn"). Upon the expiration of theInitial Term,this Agreement
will automatically renew under the same terms and conditions for up to four(4)one-year renewal options
(each a"Renewal Term"),unless City or Vendor provides the other party with notice of non-renewal at
least 60 days before the expiration of the Initial Term or applicable Renewal Term.
3. Compensation.
3.1 City will pay Vendor based on the hourly rates set forth in Exhibit B,which is
attached hereto and incorporated herein, for Services performed up to a total of Two
Hundred Eighty-Eight Thousand,One Hundred Thirty-Seven dollars andZero Cents
($288,137.00)for the Initial Term and each Renewal Tenn of this Agreement.
3.1.1 City will pay Vendor in accordance withthe Prompt Payment Act(Chapter
2251 of the Texas Government Code)and provisions of this Agreement.
3.2 Prior to submitting an invoice to the City for payment of the applicable Services,
Vendor must verify the quality of Services performed. The City will review and inspect
all Services to determine their acceptability and signify acceptance by execution of a
services acceptance form,which will be promulgated by the City. If the City rejects the
submission,it will notify the Vendor in writing as soon as the determination is made,listing
specific reasons for rejection. The Vendor will have ten (10) days to correct any
deficiencies,unless otherwise agreed by the Parties in writing. Payment to the Vendor will
not be authorized unless the City accepts the Services in writing. The City's acceptance
will not be unreasonable withheld.
3.3 Following acceptance of the Services by the City,Vendor must provide the City
with a signed,readable invoice summarizing(i)the Service(s)that have been completed;
(ii) purchase ordernumber;and(iii)requesting payment. If the City requires additional
OFFICIAL RECORD
Vendor Services Agreement
v.1.1(Maro1129,2021) CITY SECRETARY
FT.WORTH, TX
reasonable information, it will request the same promptly after receiving the above
information,and the Vendor must provide such additional reasonable information to the
extent the same is available. Invoices must be submitted to
Supp lierinvoicesnfortworthtexas.gov.
3.4 Vendor will not perforin 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 will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other partywith 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 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 fiends 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 Vendor for services actually rendered up to
the effective date of termination and Vendorwill 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 will 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 will return all City provided data to City in a machine readable format or other format
deemed acceptableto City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it 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 ormaintainedby City are subjectto disclosure underthe Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.Itwill be the responsibility of Vendor to submitreasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
Vendor Services Agreement Page 2 of 15
v.l,l(March29,2021)
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unautb orized Access.Vendor 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.Vendor 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 evens;
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessedby unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor 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 Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal workinghours to all necessary Vendor facilities andwill be provided adequate and appropriateworic
space in order to conduct audits in compliance with the provisions of this section.City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performedunder 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 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,Vendors,and subcontractors.Vendor acknowledges that the doctrine of respon.decatsuperior
will notapply as betweenCity,its officers,agents,servants andemployees,and Vendor,its officers,agents,
employees,servants,contractors,and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers,agents, servants,employees, contractors,or subcontractors. Neither Vendor,nor any officers,
agents,servants,employees,contractors,or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor 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,or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENTA CT(S)OR OMISSION(S),MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS,OR SUBCONTRACTORS
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSAND
AGREES TO INDEMNIFY,HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS,REPRESENTATIVES,SERVANTS,AND EMPLOYEES, FROMAND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
Vendor Scivices Agreement Page 3 of 15
MA(Maml129,2021)
ALLEGEDDAMAGE OR LOSS TO VENDOR'SBUSINESSAND ANYRESULTING LOST
PROFITS)AND PERSONAL INJURY,INCL UDING,B UT NOT LIMITED TO,DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WTH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENTA CIS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES,
SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software 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 Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section,Vendor 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 Vendor in doing so.In the event
City,for whatever reason,assumes the responsibility for payment of costs and expenses for
any claim or actionbrought 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,
Vendor will 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 will 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 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
documentation with equally suitable,compatible,and functionally equivalent non-infringing
software and 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 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 Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreementprior 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 Vendor referencing this Agreement under which subcontractor agrees to
Vendor services Agreement Page 4 of 15
v.1.1(Mar h29,2021)
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effectpriorto 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 Vendor, or its employees,agents, or
representatives in the course of providing Services under this Agreement."Any
vehicle"will be any vehicle owned,hired andnon-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):❑ Applicable® N/A
$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
Vendor Services Agreement Page 5 of 15
v.l.l(March29,2021)
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
(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
City in accordance with the notice provision of this Agreement.
(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 currentA.M.Best Ivey 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 Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder,it 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 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 must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor,for itself,its personal representatives,assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement 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)receivedby the otherpartyby United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth DMI Corp. .
Vendor Services Agreement Page 6 of 15
v.l.l (Maioh29,2021)
Attn:Assistant City Manager Wade Decker
200 Texas Street 1002 KCK Way
Fort Worth,TX 76102-6314 Cedar Hill,Texas 75104
Facsimile: (817)392-8654 Facsimile:
With copy to Fort Worth City Attorney's Office at
salve address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally fora 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. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16, No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does 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. Governinji 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 forsuch 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 Majeure. City and Vendor 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;othernational 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 Majeure 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 Parry's performance,as soon as reasonably possible after the occurrence of the Force Majeure
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.
Vendor Scivices Agreement Page 7 of 15
v.l.l(Marnh29,2021)
20. Headings not ControllinIZ. Headings and titles used in this Agreement are for reference
purposes only,will notbe deemed apart ofthis Agreement,and are not intendedto 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 nonnal 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,B,and C.
22. Amendments/ Modifications/Extensions. No amendment,modification,or extension
of this Agreement will be bindingupon 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. Warranty of Services. Vendor warrants that its services will be of a high quality and
confonn 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,Vendorwill 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.
25. ImmigrationNationality Act.Vendor 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,Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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
p erforinsuch services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,uponwrittennoticeto Vendor,will havethe right to immediately terminate this Agreement
for violations of this provision by Vendor.
26, Ownership 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 producedin
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 fast).Each copyrightable aspect of the Work Product will be considered a"woricmade-
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.
Vendor Services Agrecment Page 8 of 15
MA(March29,2021)
27. Signature Authority. 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 Vendor.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor 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 Vendor or authorized official inust sign the letter.A letter indicating
changes in a company name orownership must be accompanied with supporting legal documentation such
as an updated W-9,documents filedwith 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 irnpact future invoice payments.
29. 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
2271 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 b oyco tt Israel;and(2)will not boycott Israel duringthe term of the contract. Theterns"boycott Israel"
and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor:(1)does not boycott Israel;and(2)will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S.,
S.B. 13, §2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1)does notboycott energy companies;and(2)will notboycott energy companies during the tern of the
contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terns
by Chapter 2274 of the Texas Government Code,as addedbyActs 2021,87th Leg.,R.S.,S.B. 13,§ 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1)does notboycott energy companies;and(2)will notboycott energy companies duringthe term of Us
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021,87th Leg.,R.S.,S.B. 19,§ 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a comp anywith 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice,policy,guidance, or directive that discriminates
against a firearm entity or firearm trade association;and(2)will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terns"discriminate,""firearm entity"
and"firearn trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement, Vendor certifies that
Vendor's sign atureprovides written verificationto the City that Vendor:(1)does nothave a practice,policy,
Vendor Services Agreement Page 9 of Is
v.1.1(March29,2021)
guidance,or directive that discriminates against a firearm entity or firearm trade association;and(2)will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Sil4natures.This Agreement may be executed by electronic signature,which
will be considered as an original signature for all purposes andhave the same force and effect as an original
signature.For these p a poses,"electronic signature"means electronically scanned and transinittedversions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains tb e 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 c onflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Pagc 10 of 15
v.1.1(March29,2021)
IN WITNESS WHEREOF,theparties hereto have executed this Agreement in multiples.
City: Vendor:
By: Reginald Zeno(Aug 10,2022 16:37 CDT) By:
Name: Reggie Zeno Name: Wade eeker
Title: Acting Assistant City Manager Title: President
Date: Aug 10, 2022 Date: '
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the pelson
responsible for the monitoring and administration
Cgd, of this contract,including ensuring all
By: Michael E Crum(Aug 10,2022 16:23 CDT) performance and reporting requirements.
Name: Michael Crum
Title: Director,Public Events Department
K.K
By:
Approved as to Form and Legality: Name: Kevin Kemp
Title: Assistant Director,Public Events
Ditally signedTyler W
Tyler Wallach Dae,2022.08.10Ylach 16,25:3a105'00'
By: City Secretary:
Name: Tyler F.Wallach
Title: Assistant City Attorney
By. Jannette S.Goodall(Aug 11,2022 06:54 CDT)
Contract Authorization: Name: Jannette Goodall
Title: City Secretary oa 40R� a
22-0468 -o
Form 1295:NA pp�FoF OoOor�0
�0 O0
0 old
dva 0
0 000*�d
�1� 0 00 000 0000 .cY
n "EXOaA
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement Page 11 of 15
v.1.1(March29,2021)
EXHIBIT A
SCOPE OF SERVICES
1. Generally:Vendor will provide all labor, materials, parts, tools and equipment necessary to
perform inspection, maintenance, repair,and testing of Boiler Systems in city owned/operated
facilities in accordancewith the terms of this Agreement.
2. Hours of Service:Except as otherwise directed by the City or forth in this Agreement,Vendor
will perform all Services herein during the City's normal business hours: Monday—Friday,8:00
A.M. —5:00 P.M. Any changes will be communicated,in writing,to the Vendor at least one (1)
business day before work is scheduled to begin(unless otherwise set forth herein).
3. City Request: The City will identify the location,City contact, and description of the service
request to the Vendor
4. Annual Inspection:Vendor mustperforin complete annual inspections of the City's boiler systems
on or before September 15t1,of each year of this Agreement.
5. Repair Services:Vendor will perform repair services in accordance with the terms below:
a. Perform all work necessary to ensure the proper function and operations of equipment
provided of all boiler systems.
b. Identify repairs and equipment needed within 4 hours after arrival of the first authorized
maintenance personnel.
c. Complete repair(s)or obtain necessary equipment and parts needed within 24 hours after
arrival of the first authorized maintenance personnel.
d. Complete needed repair(s)within 48 hours,if parts are required from outside a 100-111ile
radius of the boiler location.
e. Notify appropriate City personnel, in writing, in the event the Vendor needs to rent
specialty equipment to perform work,
f. Vendor shall submit a list of specialty equipment that may be required to service boiler
systems,and indicate if the equipment is owned or may be rented,If the equipment may
be rented,corresponding rental prices must be listed.
g. Complete necessary repair(s)within 16 hours after public utility has been restored,if a
public utility is involved and does not respond in a timely manner(as determined by the
City).
h. Provide a project quote for repairs,in writing,before proceeding with non-expedited or
emergency repair work.
6. Emergency Repair Services
a. City may require the Vendor to respond to expedited service requests and require the
Vendor to provide 24 hours service and respond to emergency calls.
b. The City will have the sole and final authority in determining when services will be
designated as an emergency request.
c. Vendor must acknowledge an emergency request,in writing,within one(1)hour or less
and be onsite at the appropriate City facility within two(2)hours of being contacted unless
otherwise approved or agreed upon by the City,The response time will begin at the time
the City called Vendor and end at the time the appropriate Vendor's employee signs in at
the work site.
d. Vendor understand that expedited response service may include after-hours,weekend and
Holidays.
e. Vendor must perform all work necessary to ensure the proper function and operations of
equipment provided,
Vendor Seiviecs Agreement Pap 12 of 15
v.1.1(March29,2021)
L Vendor must notify City, in writing, in the event the Vendor needs to rent specialty
equipment to perform work.
g. Vendor must submit a list of specialty equipment that maybe required to service boiler
systems,and indicate if the equipment is owned or may be rented. If the equipment may
be rented,corresponding rental prices must be listed.
h. Vendor must perform all emergency services until full service has been restored.
i. City reserves the right to contract with other vendors to fulfill the requirements of the
expedited services in the event the Vendor cannot respond to the expedited repair as
required herein.
j. Vendor understand that expedited requests for non-regular hours,weekend hours and/or
Holiday hours shall be billed at the corresponding labor rate on the Bid Line Items.
k. Vendor must attach a label to all service devices upon completion of the maintenance,or
repairs,which include the following:
i. Date Serviced
ii. Vendor Name
iii. Technician Name
7. Inspection and Service Reports:
a. Vendor must maintain a written record of all work activities and results, and provide a
detailed report of the inspection in accordance with ASME BPV Code: American Society
of Mechanical Engineers Boiler and Pressure Vessel Code and/or NBIC:National Board
Inspection Code.
b. Vendor must provide a detailed report after each service and annual inspection to the City
within five(5)business days of completed service or inspection.
c. Vendor must provide all report in PDF format.
d. Vendor must provide a written service report to include,but not limited to:
i. Name and description of boiler system serviced
ii. Location,including city building name,of boiler system serviced
iii. Equipment performance prior to service
iv. Equipment performance after service
v. Detailed description of service performed
A. Recommended improvement(s)to equipment
1. All recommended equipment improvements shall be submitted in proposal
form
2. Proposals must include the following information
a. Description of work to be performed
b. Parts and products to be provided
c. Itemized estimate of materials,including associated percentage
mark-up
d. Itemized labor costs,including number of hours,
e. A timeline,including proposed start and end
8. Equipment and Material Requirements-Vendor must use parts and materials that are factory
new, free of defects in materials and workmanship, compatible with existing materials of the
building involved,and comply with all applicable laws.
Vendor Services Agreement Page 13 of 15
v.1.1(Marel129,2021)
EXHIBIT B
HOURLY RATES
ORT WORT .
BID SOLICITATION
Event I❑ Pago Invited: PUBLIC EVENT DETAILS cFWOI-22-0070 2
Event Round version
1 L
EvontNamo
ITB Boiler Ina action & Re air services
Start Timo Finish Tlme Submlt To: City of Fort Worth
03 02/2022 00;00;00 CST 0411412022 01:30;00 CDT FINANCIAL MANAGEMENT SERVICES
FINANCE-Purchasing
200 Texas St.(Lower Level,South)
Fort Worth TX 76102
United states
Email: FMSPurchasingResponsesQo fortwortlttexas,gov
I
Lino: 1
Doporldourneotlan• Qty Unit UnitPrlce Journeyman/Boller Mechanic(Regular Hours 115,00 HR Total
Monday-Friday O:OOam-6:00 pm)
Line; 2
Descrl tl m Unit UnItPrlce
CondaVBumeay8:00 m. (oopmegu rHours 436.0o HR T�ofel �
Monday-Friday a:00em-6:00 pm) _��'.1'
Line; 3 1
Dosori tlono ( Unit UnitPrica
SFriday ;00omne:oo (Regular Hours Monday 130.00 HR Total
-Friday O;OOam-6:00 pm)
Line: 4
Descrl lion: l Unit UnItPrIco olsl
Joumeyman/Boller Mechanic(After Hours 109.00 HR
Monday-Thursday 5:01 pm-7;59 am)
Lino: 6
Dosc I flan:ConlroVBumer Technician(After Hours Monday 116,00 l Unit UnitPrlceHR Total
-Thursday 6:01pm-7:60 am)
Lino: 6
Descrl Lion: Qty Unit UnitPrlce
Supervisor/Englnsedng(Atter Hours Monday- 49.00 HR Total
Thursday 6:01pm-7;60 am)
Lino: 7 dJ II5�6.�
Dos an:
JoumoymymeNBollor Mecltanlc(Weekend I-laum pp,pp HR Qtv Unit UnitPrlco Total
Friday-Monday 5;01 pm-7:59 am) r'n
Line: 0 gig b� I 6
Descrl tlon; 1 U It UnitPrlce Total
ConlroVBumer Technician(Weekend Hours 72,00 HR
Friday-Monday 5;01pm-7:69 am)
(SL Ia 13 fl4o,G
ITS 22.0070 Boller Inspection&Repair Services
Pago 3 of 41
Vendor Services Agreement Page 14 of IS
v.l.l (Matrh29,2021)
FORT WORTH.
BID SOLICITATION
Event ID Page Invited: PUBLIC EVENT DETAILS
CFWOI-22-0079 3
Event Round Version
1 1
Event Name
ITB roller Ins ection 6 Ro air Services
Start Timo Plnleh Time Submit To: City of Fort Worth
011.112022 00:00:00 CST on 14 2022 01:3o:aa CDT FINANCIAL MANAGEMENT SERVICES
FINANCE-Purchasing
200 Texas St.(Lower Level,South)
Fort Worth TX 76102
United States
Email: FMSPurchasingResponsos@forhvorthtexas.gov
Lino; g
Description: Qly Unit UnItPrlco Total
Supervisor/Englneedng(Weekend Hours Friday 30.00 HR
-Monday 5:01pm-7:59am)
Llna: 1010
0
Desolation: Qtv Unit UnI1Prlca Tatal
Journeyman/Boller Mechanic(Holiday Hours) 47.00 HHR
I tLlr wa '7 -0 ,
Line: 11
Dosoriptlon: Qtv Unit UnItPrlca Total
Conlrol/Bumar TechnIclan(Holiday Hours) 67.00 HHR
Line: 12
Description: Qt _ Unit UnitPrlca Total
Supervisor/Englnooring(Holiday Hours) 02.00 HHR ��I�
=Line:i 3
11ptlon: Qtv Unit UnitPrloe Total
Parts Markup over Wholesale 6000.00 EA
(Apply Mark Up Percentage Bid To$160,000 To Obtain ^�Ol
Correct Sum.Cxample:15o,000 X 10%= 15,000;160,000+ of S
15000=165,000) }
Line;14
Description: Qtv Unit UnItPdCa Total
(Specially Equipment Mark-Up over Rental Cost 6000.00 EA
$upm.Exempt():160,000 Percentage 10%= 16 0 0000 To 150,000+1600aOrrecl 6
166,000) I�.'Y'�' -
Line:15 City Unit UnitPrIoa Total
Doscrlatlon:
Boller Systems Annual Inspection 19.00
Lino; i6 L Iq�Crr^ b NtY g)
Descrl_ 1p Ion: Qty Unit Unliprico Total
Pick and delivery of equipment requiring 6.00 EA
shop work per mile 1 5„ „ �0 = 50
Total did runount:
A bid of'0"(zero)will be Interpreted by the City as a no-charge(free)Item and the City will not c]
expect to pay for that Ilem.A bid of"no bid'or no response(space left blank)will be Interpreted by
the Clly that the Offoror does not wish to bid on that Item.Be advised,n"no bid"or no response
may be considered as non-responsive and may result In disquallficallon of the bid.
ITB 22-0079 Bolter Inspection&Repair Services
Pago 4 of 41
Vcndor Services Agrcement Page 150 15
v.1.1(Marcl129,2021)
M&C Review Pagel of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FT NVO TIi
Create New From This M&C
REFERENCE **M&C 22- 13PITB 22-0079 BOILER
DATE: 6/14/2022 NO.: 0468 LOG NAME: INSPECTION AND REPAIR
SERVICES AR PE
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with DMI Corp for Boiler Inspection and
Repair Services for an Annual Amount up to $288,137.00 for the Initial Term and
Authorize Four One-Year Renewal Options for the Same Annual Amount
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with DMI Corp for boiler
inspection and repair services for an annual amount up to $288,137.00 for the initial term and
authorize four one-year renewal options for the same annual amount.
DISCUSSION:
The Public Events, Property Management, and Transportation and Public Works
departments approached the Purchasing Division to procure an agreement to provide boiler
inspection and repair services at various locations throughout the City. The Purchasing Division
issued Invitation to Bid (ITB) No. 22-0079 consisting of detailed specifications describing the vendor's
responsibilities, inspection and repair requirements, equipment requirements in order to perform the
services, and delivery of parts.
The ITB was advertised in the Fort Worth Star-Telegram on March 2, 2022, March 9, 2022, March 16,
2022, March 23, 2022, March 30, 2022, April 6, 2022 and April 13, 2022. The City received two
responses.
McCloskey Mechanical Contractors, Inc. was deemed non-responsive by Purchasing because they
did not submit all the required documentation. An evaluation panel consisting of representatives from
the Public Events, Property Management, and Transportation and Public Works
departments reviewed and scored the remaining submittal using the Best Value criteria which
included:
(a) Bidder's qualifications, experience, and references;
(b) Bidder's approach to perform services;
(c) Bidder's ability to meet the City's needs; and
(d) Cost of services.
The individual scores were averaged for each of the criteria and the final scores are listed in the table
below:
Bidders Evaluation Factors
00®0®Total score
DMI Corp 15.00 5.00 10.00 40.00 70.00
After evaluation, the panel concluded that DMI Corp presented the best value to the City. Therefore,
the panel recommends that Council authorize the boiler inspection and repair service agreement with
DMI Corp. No guarantee was made that a specific amount of services would be purchased. Staff
certifies that the recommended vendor bid did meet specifications.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30021&councildate=6/14/2022 8/11/2022
M&C Review Page 2 of 3
FUNDING: The maximum amount allowed under this agreement Citywide will be $288,137.00,
however the actual amount used will be based on the need of the department and available budget.
The annual department allocation for this agreement is:
Department Estimated Account Name
Annual
Amount
Public Events $80,000.00 Facilities Rep/Maint Supplies
Property Management $75,000.00 Operating Supplies
Transportation and Public $15,000.00 Facility Repair& Maint
Wo rks
Funding is budgeted in the Operating Supplies account of the Property Mgmt Department's rollup
within the General Fund and in the Culture and Tourism Department's rollup within the Culture and
Tourism Fund and in the TPW Department's rollup within the Muncipal Parking Fund.
DVIN-BE: DMI CORP, DECKER MECHANICAL is in compliance with the City's Business Equity
Ordinance by committing to 5.00\% Business Equity participation on this project. The City's Business
Equity goal on this project is 5\%.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS - Upon City Council approval, this agreement shall begin upon execution and
expire one year from that date.
RENEWAL OPTIONS - The agreement may be renewed for four(4) additional one-year renewal
periods. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the participating departments' Operating Funds to support the approval of
the above recommendation and award of the agreement. Prior to any expenditure being incurred, the
participating departments have the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by: Reginald Zeno (8517)
Originating Department Head: Anthony Rousseau (8338)
Michael Crum (2501)
Additional Information Contact: Cynthia Garcia (8525)
A'ja Robertson (8585)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30021&councildate=6/14/2022 8/11/2022
M&C Review Page 3 of 3
ATTACHMENTS
13PITB 22-0079 BOILER INSPECTIONS AND REPAIR SERVICES.docx (CFW Internal)
BOI Copier 20220523 061519.pdf (CFW Internal)
DMI_Corp ITB22-0079_Comp Memo_5.10.22 GV.pdf (CFW Internal)
DMISAMs.pdf (CFW Internal)
FID TABLE -PED BOILER.xlsx (CFW Internal)
FID TABLE Boiler Service PMD.xlsx (CFW Internal)
TPW FID.XLSX (CFW Internal)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30021&councildate=6/14/2022 8/11/2022