HomeMy WebLinkAboutContract 58117 City Secretary Contract No. 58 1 1 7
FORTWORTH
NON-EXCLUSIVE ELEVATOR AND ESCALATOR INSPECTION SERVICES AGREEMENT
This NON-EXCLUSIVE ELEVATOR AND ESCALATOR INSPECTION SERVICES
AGREEMENT ("Agreement")is made and entered into by and between the City of Fort Worth("City"),
a Texas home-rule municipal corporation, acting by and through its duly authorized Assistant City
Manager, and Bureau Veritas National Elevator Inspection Services, Inc. ("Vendor"), a Delaware
corporation, acting by and through its duly authorized representative, each individually referred to as a
"party" and collectively referred to as the "parties."
1. Scone of Services. Vendor shall perform elevator and escalator inspection services (the
"Services"),which are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for
all purposes.
2. Term. This Agreement begins on September 12, 2022 and expires on September 11,
2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City will have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to five (5)one-year renewal option(s) (each a"Renewal Term").
3. Comnensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement shall not exceed Twenty-Four Thousand, Nine Hundred, Sixty-
Five Dollars and 00/100($24,965.00) and the City makes no promise or guarantee of the total amount of
work that will be assigned to Vendor under this Agreement. Vendor will not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City 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 party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement 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 Vendor for services actually rendered up to
OFFICIAL RECORD
Non-Exclusive Elevator and Escalator Inspection Services Agreement CITY SECRETARY
Bureau Veritas National Elevator Inspection Services,Inc.
FT. WORTH, TX
the effective date of termination and Vendor 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, 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 acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third parry 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 Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor 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 event,
Vendor 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. Ri2ht 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 working hours to all necessary Vendor 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 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 performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor 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 respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers, agents,
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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, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, 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
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 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 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, 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
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that such modification does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d)
if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund
all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies
available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor 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 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 Vendor referencing this Agreement under which subcontractor agrees to
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 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 Vendor, 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
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(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
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
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 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
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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 parry, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other parry by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Bureau Veritas National Elevator Inspection
Attn:Dana Burghdoff Services, Inc.
200 Texas Street Robert Stuart,President
Fort Worth,TX 76102-6314 BVNA, 100 East 15th Street 4 630
Facsimile: (817) 392-8654
Fort Worth, Texas 76102
With copy to Fort Worth City Attorney's Office at Facsimile: N/A
same address
14. Solicitation of Employees. Neither City nor Vendor 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. 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. 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 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
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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 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 Parry 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.
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 of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party 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 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. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor 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 Vendor for the nonconforming
services.
25. Immigration Nationality 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 I-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 procedure
sand controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such 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,upon written notice to Vendor,will have the 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 produced in
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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 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.
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 parry, 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
parry 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 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. No Bovcott 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 boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"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 Bovcottin2 Ener2y 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 not
boycott energy companies; and(2) will not boycott energy companies during the term of the contract. The
terms "boycott energy company" and "company" 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. 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 not
boycott energy companies; and(2)will not boycott energy companies during the term of this 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
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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 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 terms "discriminate," "firearm entity"
and "firearm 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 signature provides written verification to the City that Vendor: (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 against a firearm entity or firearm trade association during the term of this Agreement.
32. 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.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
34.
[signature page follows]
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
nAR'A'BAr contract,including ensuring all performance and reporting
By:Dana Burg doff(SKp 20,20 16:56 CDT)
Name: Dana Burghdoff requirements.
Title: Assistant City Manager
Date: 9-20-22 &e //. cSLigg
By:Alan H.Shuror(Sep 19,202210:03 CDT)
Name: Alan Shuror
APPROVAL RECOMMENDED: Title: Assistant Director,Property Management
pp APPROVED AS TO FORM AND LEGALITY:
By:Steve o ke lSe❑19.202217:02 CDTl
Name: Steve Cook
Title: Property Management Director By:
Name: Matthew Murray
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:N/A
By: ette S.Goodall(Sep 21,20221G CDT) Form 1295• N/A
Name: Jannette S.Goodall poi FORp��a�
Title: City Secretary )&o a�Ypd�P
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Bureau Veritas National Elevator Inspection
Services, Inc.
By:
Name: Robert Stuart
Title: President
Date: 9/16/22
OFFICIAL RECORD
Non-Exclusive Elevator and Escalator Inspection Services Agreement CITY SECRETARY
Bureau Veritas National Elevator Inspection Services,Inc.
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
1.0 INTENT
1.1 The intent of this scope of service is to describe the minimum requirements necessary for the
Vendor to provide elevator and escalator inspection services for City departments as described
herein and as ordered by the Department Contract Manager or designee for the City of Fort
Worth.
2.0 DEFINITIONS
2.1 Department Contract Manager shall be the City of Fort Worth employee assigned to manage the
compliance,oversight and/or administration of the contract or project for their department.
2.2 Designee shall be the City of Fort Worth employee assigned by the Department Contract Manager
to assist with the compliance,oversight and/or administration of the contract or project.
2.3 QEI—Qualified Elevator Inspector
2.4 ASME: American Society of Mechanical Engineers Safety Code for Elevators and Escalators
(ASME)
2.5 Annual Test: Testing all functionality and operation of the elevator equipment,inspect and test all
safety devices, test all phases of the fireman's service, emergency lighting and phone, etc. and
report any deficiencies that need to be corrected.
2.6 PMD-Property Management Department.
2.7 City's Maintenance Provider — Vendor who provides the City of Fort Worth with elevator
maintenance services.
3.0 SCOPE OF WORK
3.1 Vendor shall provide all labor, material, and equipment necessary to inspect and witness all
required testing of elevators and escalators per all applicable Federal, State and Local laws,
ordinances rules and regulations.
3.2 Services include,but are not limited to,the performance of complete independent inspection of a variety
of vertical transportation such as elevators, escalators, dumb waiters, wheelchair lifts, and moving
walkways,and include but are not limited to systems,equipment and components such as hoist way and
car doors, guides and operating devices; hoisting machines, sheaves and brakes, motors and motor
generator sets; hoisting ropes, governor ropes, safety ropes, compensation ropes, operating cables,
governors, safeties, interlock and contacts, guide rails and oiling devices, terminal, slowdown and
leveling devices, elevator cars, counterweights, and buffers, machine rooms, hoist ways and pits,
automatic and manual emergency fire service(phase I&II)and emergency power operations.
3.3 Vendor shall be responsible for the coordinating inspections and testing services with the
City's maintenance provider.
3.4 Vendor shall provide inspection reports as required by the State of Texas Health and Safety Code,
Chapter 754,Elevators,Escalators, and Related Equipment(Vernon 1997),to the City and City's
maintenance provider.
3.5 Vendor shall inspect in accordance with industry standards; utilizing the latest edition of the
American Society of Mechanical Engineers Safety Code for Elevators and Escalators (ASME)
Manuals A17.2.1,A17.2.2,and A17.3.2.
Non-Exclusive Elevator and Escalator Inspection Services Agreement
Bureau Veritas National Elevator Inspection Services,Inc. Page 11 of 17
3.6 Consultation Services:Upon request by an authorized City employee,Vendor shall attend
pre-bid conferences for, but not limited to, new installations and modifications, and meetings
between the City and its maintenance provider.
3.7 Upon request by Department Contract Manager or Designee, Vendor shall perform plan and
specification reviews to ensure all applicable Federal, State and Local Laws,Regulations and Codes
are met.
3.8 Following the award, additional services of the same general category that could have been
encompassed in the award of this agreement, and that are not already on the Agreement, may
be added on the discount bid and price sheet provided with the bid.
4.0 INSPECTIONS AND TESTING
4.1 Vendor will conduct testing of all functionality and operation of the elevator equipment,
inspect and test all safety devices,test all phases of the fireman's service, emergency lighting
and phone, etc. and report any deficiencies to be corrected to the Department Contract
Manager or Designee as described below:
4.1.1 QEI Inspection and Witness Annual Test of Hydraulic Elevators per ASME A17
4.1.2 QEI Inspection and Witness Annual Test of Traction Elevators per ASME A17
4.1.3 QEI Inspection and Witness Five (5)Year Test of Traction Elevators per ASME AIT This is a load
test where the Vendor will put 125%of max weight to ensure elevator can handle load and safeties
test to be acceptable.
4.2 QEI Inspection and Witness Annual Test of Escalators per ANISE A17 Including Skirt
Indexing.
4.3 Re-Inspection after "Compliance" Repairs. This type of inspection is required if the elevator
is shut down due to a safety violation,reported to state and after it is repaired.
4.4 Progress Inspection for Modernizations or New Installs. This would be as needed for the City to
have an elevator project inspected periodically while the elevator is being up-graded,replaced or
new elevator being installed.
4.5 Final Inspections for Modernizations or New Installs. This is required after an up-grade,
replacement or a new elevator has been installed.
5.0 HOURS OF SERVICE
5.1 Vendor shall schedule services within 7 business days from the date the vendor receives a Purchase Order from the
Department Contract Manager or Designee.
5.2 Vendor shall begin to work in March of each year with the Department Contract Manager or Designee
and the City's Maintenance Provider to schedule all inspections for buildings managed by Property
Management, and all other Departments party to this contract. Vendor must complete all inspections by
April 30 each year,unless otherwise agreed to in writing by the Vendor and the Contract Manager for the
Department affected.
Non-Exclusive Elevator and Escalator Inspection Services Agreement
Bureau Veritas National Elevator Inspection Services,Inc. Page 12 of 17
5.3 Service Date shall be communicated to the Department Contract Manager or Designee on the Purchase
Order a minimum of 7 Business Days prior to services rendered.
5.4 Vendor shall perform services during regular business hours 7:00 A.M. to 5:00 P.M., Mondays through
Fridays. Work may continue past a normal eight-(8)hour work shift if needed.
5.5 Unless otherwise requested by the Department Contract Manager or Designee, Vendor shall not schedule
inspections on City observed holidays.
5.6 The City observes the following holidays:
5.8.1 New Year's Day
5.8.2 Martin Luther King Day
5.8.3 Memorial Day Memorial Day
5.8.4 Juneteenth
5.8.5 Independence Day
5.8.6 Labor Day
5.8.7 Thanksgiving and the Friday after Thanksgiving
5.8.8 Christmas
5.7 Vendor shall perform services during regular business hours 7:00 A.M.to 5:00 P.M.,Mondays through Fridays.
Work may continue past a normal eight-(8)hour work shift if needed.
6.0 VENDOR RESPONSIBILITIES
6.1 Vendor 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.
6.2 Vendor or a capable, fully authorized representative for the Vendor must be immediately
available during all work activities to receive any and all special instructions from an authorized
City employee.
6.3 Vendor must be thoroughly familiar with all prevailing safety measures pertinent to its
operations. This shall include, but not limited to Environmental Health Agency (EPA)
regulations, Fort Worth City Ordinances, and Occupational Safety and Health Agency (OSHA)
regulations.
6.4 Vendor shall provide service barricades in addition to any applicable signage necessary
to block access to escalators/elevators during inspections.
6.5 Vendor shall be wholly responsible for instructing its employees in these safety measures
and ensure they are fully complied with in every respect.
7.0 SUBCONTRACTING
No subcontracting of the work under this Agreement will be allowed without written permission from
the Department Contract Manager or designee.
Non-Exclusive Elevator and Escalator Inspection Services Agreement
Bureau Veritas National Elevator Inspection Services,Inc. Page 13 of 17
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EXHIBIT B-PAYMENT SCHEDULE
FORT WORTH
BID SOLICITATION
Event ID Page Invited: EVENT DETAILS
CFW01-22-0189 3
Event Round Version Submit To: City of Fort Worth
1 1 FINANCIAL MANAGEMENT SERVICES
Event Name FINANCE-Purchasing
RFQt Elevator and Escalator Inspection Services 200 Texas St. (Lower Level, South)
Start Time Finish Time Fort Worth TX 76102
07/26/2022 38:00:00 CDT 38/05/2022 08:00:00 CDT United States
Email: FMSPurchasingResponses@fortworthtexas.gov
Line: 1
Description: Qty Unit UnitPrice Total
Perform QEI Inspection and Witness Annual 51.00 EA
Test of Hydraulic Elevators per ASME A17 85.00 4,335. 00
Line: 2
Description: Qty Unit UnitPrice Total
Perform QEI Inspection and Witness Annual 31.00 EA
Test of Traction Elevators per ASME A17 85.00 2, 635. 00
Line: 3
Description: Qty Unit UnitPrice Total
Perform QEI Inspection and Witness Five(5) 26.00 EA
Year Test of Traction Elevators per ASME A17
280.00 7,280. 00
Line: 4
Description: Qty Unit UnitPrice Total
Perform QEI Inspection and Witness Annual 12.00 EA
Test of Escalators per AMSE A17 Including
Skirt Indexing 140. 00 1,680.00
Line: 5
Description: Qty Unit UnitPrice Total
Re-Inspection After "Compliance" Repairs 37.00 EA
85. 00 3, 145. 00
Line: 6
Description: Qty Unit UnitPrice Total
Progress Inspection for Modernizations or New 4.00 EA
Installs 85.00 340.00
Line: 7
Description: Qty Unit UnitPrice Total
Final Inspections for Modernizations or New 4.00 EA
Installs 450. 00 1,800. 00
Line: 8
Description: Qty Unit UnitPrice Total
Consultation Services(Attend Various 15.00 HR
Meetings--review plans or specifications
Minimum No.of Hours 4 250. 00 3,750. 00
Total Bid Amount: $24, 965. 00
Non-Exclusive Elevator and Escalator Inspection Services Agreement
Bureau Veritas National Elevator Inspection Services,Inc. Page 16 of 17
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Bureau Veritas National Elevator Inspection Services,Inc.
100 East 15th Street 4630 Fort
Worth, TX 76102
Vendor hereby agrees to provide City with independent audit basic financial statements,but also the
fair presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date: 9/16/22
Non-Exclusive Elevator and Escalator Inspection Services Agreement
Bureau Veritas National Elevator Inspection Services,Inc. Page 17 of 17