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HomeMy WebLinkAboutContract 58967CSC No. 58967 City Secretary Contract No. Clir-k or top I1er•e to enter text. FORTWORTU. q* VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITV OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Pye-Barker Fire & Safety, LLC ("Vendor"), a Texas Limited Liabili Company 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 hereby agrees to provide the City with Fire Suppression and Sprinkler repair services for the Public Events Department.("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. Z. Term. This Agreement begins on once the City Secretary Contract begins ("1 <ffective Date") and expires on the end of the initial term ("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 teens and conditions, for up to 4 one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 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 will not exceed Eighty -Five Thousand Dollars ($$5,000). 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 ether party with 30 days' written notice of termination. U NNon-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 terninate 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 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 m OFFICIAL RECORD llcndor Services Agrce¢nent r CITY SECRETARY Page i of 16 FT. WORTH, TX torminatioir of this Agreement for any reason, -Vendor- will :provide City With .copies of all completed �or.partialty completed. docurnents _ prepared under this Agreement. In the event Vendor has received access to City'Infonnatian ok'data as-a..requirement to perform -services hereunder; Vendor will -r& ni all City provided -data to City in -a machine reaelable.forrnat or other fortnat deemed acceptable to City_ .5. Disclosure of Conflicts rind Coriffdential Information. 5.1 Dj�cIosure of C':onflicts. 'Vendor hereby wan -ants to Citythat Vendor has -triad& full disclosure in writing of any -existing. or potential conflicts of interest related to Vendor's services. underthis Agreement. Fn the event that any conflicts: of interest -arise -after Mire Effective Date of -this Agreement, Vendor hereby -agrees immediately to make full disclosure, to t'ity inwriting, 5.2 Confidential Inform-ation. Vendor, fcritselfacid its officers; agents -and employees, agrees that it will'treat all information provided to it, by -City. {"City lnformation"} as confidential an,ri.wi[l not disclose any such; information. -to a third party without the prior written approval of City. S.3 Public Information Act. City is a government entityuni er the laws of the State of Texas -acid all documents held ormaintained-by City aresubject to diss;lvsure wider the Texas Public h6ci nation Act.- In the event there is' a request for. information marked Confidential. or Proprietary, City will. promptly notify Vendor. It -will -be the responsibility ofVendor to'subm'itreasons objecting> to disclosure. A deterrnirkation on. whethefsuclr reasdns are suff;c ent-v,+ill 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 lirforniadoli in a- secure mariner and will not allow unauthorized users to access, modify, delete -.or -.otherwise comtptICity Information in arty. way. Vendor, -must notify City immediately if the security oirintegelty of any City Inforinaiion has been-cornprOmised or is believed to have been compromised, in. which event, Vendor will, in good faith, use all- commercially reasonable efflrts. to .cooperate with City in identifying what information, has been accessed by unauthorized means and. will fully.cooperate with City to protect such City Infonnatian from further unauthorized disclosure_ 5. Right to Audit. Vendor agrees that "City will, until the expiration of three (3)- yearn after f"mal pAymerrt under this Agreement, or the final conclusion of any audit commenced during the said three years, have a(zess.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 tc City, Vendor agrees that City will have access during normal w.orkiiig hours to.all necessaryVendor facilities and Will be provided adequate and 4ppropriate work sliace in order 16 conduct audits .irt- cottlpliattee with the provisions pF this section. C~iiy will give Vendor reasonable: advance notice of intended audits. 7. iudekirldent:Contr-aetvr., it is expir ssly understood and agreed. that. Vendor w'I1 operate as. an independent contractor as to all rights slid privileges and work performed under- this Agreement, and not as agent, -representative: or employee of City. Subject to and -in accordance with the-eonditioris and provisions of this. Agreement, Vendor will have the exclusive right to control the details: of its.9perati.ons and activities and be solely responsible for the acts and ornissions of its -officers, .agents, servants, employees; Vendors, and subcontractors. Vendor a0knowledges that the doctrine of i espvndeaf'`supe 4or will not.apply as.between City, its -off cers, agents; servhuts ahil emplayees, and Vendor, its officers, agents; Vendor Smrvices Agreemciit' Page 2 of.16 emptoyees, servants; contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creak .on ..ofa partnership or joint enterprise between City and Vendor. It is fnriher understood that City will in no way be considered a Co-eirigIoyet or a Joini employer of Vendor Or any officers -,agents, servants, employees, contractors; or subcontraetors. Neither Vendor, nor any officers, agents, servants, employees,. contractors, or subcontractors of Vendor will' be entitled to any employment benefits front City_. Vendor, Will be responsible and liable for any and all payment -and reporting oftaxes on behalf of itself, -6nd any of its offs"cers, 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, INCLUDIN6 DEATH, TO ANY AND ALL PERSONS, OF ANY KIND .OR- .CHARAC7"ER, WHETHER REAL. OR -ASSERTED, TO THE EXTENT 'CAUSED BY THE NEGLIGENT ACT(S) OR OMMS`ION{S), 41ALFEASANCE OR INTENTIONAL MISCONZ)UCT OF VENDOR, ITS OFFICERS, AGENT'S,- SERifAN.TS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS 82 GENERAL LVDEMNIFICAT'fON - .VENDOk JYZREBY COVENANTS. AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,, AGENTS, SERVANTS AND EMPLOYEES, FROM AND•AGAINSTANYAND ALL CLAIMS' OR LAWSUITS OF AN-V.10ND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITII'ER PROPERTYDA4fAGE ORLO,S`,S' ONCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTnVG LOST PROFITS) AND/OR PERSONAL INJURY, -INCLUDING DEATH; TO ANYAND ALL PERSONS, ARISING OUT OF OR .IN CONAECT'ION XITH THIS AGREFAMNT, 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 LNDEMNIFICATION — Vendor agrees to defend; settle, or tray, 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 documeutation' in accordance with this A:greenient, 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 Dears the cost and. expense of payment for clasnrs 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 to).- its- settlerpen.t 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 laws►tit as necessary to protect City's interest, and -City agrees to cooperate with Vendor in doing so. In the event City, for whafever reason, assumes lire respunsiWity for -payment of costs and -expenses. -for -,any claim or action brought against City for infringement arising under this Agreement, :City Will have the soleright to conduct the defense of any -such claim or action and all negotiations for its settlement or compromise and to settle orepiupr-omise-any such claim;,bowever; Vendor -will full y,partieipate.and-cooperate with ,City in- defense of such claim or action. City agrees to give Vendor timely written- notice of any such claim or aetiour With copies of 91l ,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 isenjoined or Vendor Services Agrccinent page 3 of 16 Mined or, if yes -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 do- cumentat on; or (b) modify the software and/or documentation to make -it non infringing, provided that such modifieation does Put .materially adversely affect City's authorized use of the snft*are- 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 lazy. 9. Assi tnnent and Subcontractin 9.1 Ass gnment.. Vendor «rill not assigli or subcontract any, of its. duties,; obligations or rights imdcr this Agreement without the prior written' consent of City. If City grants canmit tti an assigprnent,...the assignee Will execute a Written. agreerrienl with City and Vendor under which. the assignee agrees to be' bouiad by the duties and obligations,; of Vendor -under-, this Agreement_ Vendor will be Iiable for all obligations of Vendor ;under this Agreement prior to the effective date of the assigrurtent, 9.2 Subcontract. If Citygrants consent to;a. subcontract, the subeontractorwilI execute, a written agreement. with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor tinder this Agreement• as such dutie$ and obligations may apply. Vendor must provide City with a fully executed copy .of any such subcontract 1.4, Insurance. Vendor must provide City with cerii�catc(;a) of insurance documenting of the fpIlowing types.and minimum coverage- limits that -are to be in effect prior to commencement -of any Services pursuant to this-.Agreetnent: 100 Covers a and Lit -nits (a) Coininercial Ge6cial I iability: $1,000,006 Each dccurrence $2;000X0 - Aggregate (b) Automobile Liability; $ ] ,000;O00 - Fach oepurreneQ. on a combined single litazit. basis Coverage will be on any t+eBale used by Vendor, 6r its employees; aaouts,. or- repUesotitatives in the course of.providing Services Lander this Agreement. "Any vehicle" will be airy vehicle owned, hired and 'non-owrled. (c) Worker's Compensation: Statutory limits according.tt> the Texas Workers' Coinpensat.ion Act or -any --other state workers' Compensation laws where the Services are being pe fomed Vendar Services Agreement Page 4.0f1.6 Employers' liability $100,000 - Bodily lrijury by accident; each accidentloccrirrence s.1'40,060 - Bodi.ly Injury 6y .disease; eacin. emptoyee $500,000-.. Bodily Injury. by disease; policy limit (d) Professional Liability (Errors & ChTiissions): ❑ Applicable ❑ NIA S- ,000,000 - Each Chain Limit. $1,000;0 G - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Cominercial Genera] Liability (COL) policy, or a separate policy specific to Professional F..&G. Either is acceptable if coverage meets --:all other rcquirernents. Coverage. tnust be claims made, and maintained :for the.. duration ofthe contractual agtvetnent and for two (2), years' follow1bg completion of services provided. An annual ccrtificate�of insurance ratist he submitted to. City to evidence coverage. 101 General:R uirements (a) The comtnercial general 11ability and autrnnobileliability policies -must. name City=as an additional insured thereon, as its .interests niay .appear, The tern City inclttdes its employees, otiioers, officials, agents, and volunteers in respect to the contracted services_ 0) The workers' cbmpehsation policy trust 1 ch.rde aWaiver of -Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation'or ceductinri in limits of'coverage must be ..provided to City, Teri (10). days' notice dvill .be - acceptable .in the eVe.tt of non-payment of premium. Notice must -be sent to the. Risk Manager, City of Fort. Worth,-200 Texas -.street, Fart Worth, Texas 76-102, with copies to the Fort Worth -City Attorney at%th6 same address.- 0) The insuters for all policies must be licensed and/or .approved to do business in the.State of Texas. All insurers ninst have a ininiininn rating of A- VII in the currentA.M_ Best Key Rating Guide, or -have -reasonably equivalenthnancW strength and -solvency- to the`. satisfactioin of Risk Managcmcnt. If the rating .is below that .required, .wxitten approval of kisk Management is required. (e) Any failure. on- the part of City ip request required insurance .dacumentatinn Will not constitute.a waiver of the itxsurance requirement. W Certificates of Insurance: evidencing that Vendor has obtained all requited insurance will be delivered to the. City pi for to Vendor proceeding with any work pursuant to this Agrc tent. 11. Compliance with Laws Or d narnces Rules. and Regulations Vendor agrees that in the -performance: of it's -obligations hereunder, it will cbvli ly with all applicable &deral',..state and, local laws, Vend& Services Agreement T r .__...._. _ Page. $ of'16 otxiinances- titles and regulatioiis.and. that any work it produces in connection -with this.Agreement will also - comply with all applicable .federal, stage an'd local l;.ws, ordinances,.ri�les and xegalations. If City notifies Vendor of any vi,olatiott of.such laws, ordinwices, nles or regulations, Vendor must immediately desik. frotri and correct the violation. '12. Non-©iscritnination Covenant; Vendor, tot, itself, its,personal rcpresentat ves,' assigns, contractors, sttboontraotors, and successors in interest,,as'ptirt of the consideration herein; agree$ thiat in the performance of Vendor-'--s. duties and obligations heretuider, it will nor discriminate in the treatment or employment of any- individual or ,group- of individuals on- any -basis prohibited -by haw. IFANY CLAIM ARISES FROM AN ALLEGED VIOLATION OFTHIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SI]ECONTRACTORS, OR SUCCESSOR$ ,IN NTEREST, VENDOR AGREES: To fASSU.ME SUCH LIABILITY -AND TO. INDEMNIFY AND DEFEND. CITY AND HOLD CITY HARMLESS - FROM' SUCH CLAIM. 13.. Notices. Notices required pursnant. to the provisions of this- Agreement -rill be condlusivel�: determined to haVe been delivered when (1). Band -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile. with electronic- confirmation of the transmission, or i3j received by rite- other- party by United States Mail, registered, return. receipt requested, addressed=as follows: To CITY. City ofFort Worth Attn: Assistant City: Manager 200 TexasStreet Fort Weigh, TX 761.02-6314 Rasiirdle: (817) 392-8654 With copy w-Fort Worth City A:ttorney's Office at same address To VENDOR: Pye-Barker Fire..& Safety, LLC Jerainy ;Gi auque: 25 5.9 E. Loop 820N, Bart Worth, TX 76118 j eremy. gi auque@,lps fire. coin Facsimile: [NUM-8ER] I4. Solicitation of Employees Neither City nor Vendor NvilI, daring the., term -of. this Agreern-ent and additionally for a period of one-year after its tennination, solicit for employment or employ, 'Whether as employee or independent contractor, any person who is or has been en— 16yed by the other during tlie, terin of this Agreement, without the prior written consent of the persons emplayer. Notwithstanding the Foregoing, this:provision wilt not apply to an employee of -either patsy who responds ,to a -general solicitation of advertisenient of etnployinent by either party. i 5. Governmentai Powers: It is understood and agreed thatby-execution of -this Agreement, -City does trot waive or surrender an_* of 'its governmental powers or im nuuities: 16 No Waiver. The,failure of City or Vendor to insist: upon the. performance of any tern or provision: of this Agreement or -to exercise any right. granted herein -does not constitute a waiver of O y's or Vendor's respective right to insist upon appropriate performance or to assert any such. right on any future occasion. 17. vernin? Law 1 Veifue. This Agbeenient ,will be Construed:ir[ accotdaiwd with the laws of the State- of Texas.'If any action,, whether real or.asserted, at law or in equity, is. brot ghtpursuant to this Vendor Services, Agrecinent Pale 6 of 16 Agreement, venue for such action will lie ii2- state courts located in Tarrant County, Texas or- the United States District Court-for•the. Northem District of Texas, Fort Worthl7'ivisivn. IS: Severabilitv. If any provision of 'this Agreetent .is held to be invalid, .illegal or unenforceable, the validity, legality -and enforceability of. the remaining affected -or impaired. provisions will not in any way be 19: F utee Maieure. City and Vendor will exercise their best efforts to meet their respective cit)ties and obligations as $et forth, in this Agreement, but will not be -held liable.for any .delay or ornission in perfonnance due to force rnaje€aire or other causes beyond their reasonable control, includinb; but not: limited to; compliance with airy;"avermneit law, ordinance, or regulation; acts of God; acts of the public enemy; fires-; strikes; lockouts; natural disasters; wars.; riots;. epidemics or pandemics; governmet}t. action or- inaction; orders of - goverlitnent, material or .labor tesrrictions by .any govea nnienta) riutlivrity . transportatioii-probiems; restisaints or prohibitions by any court, board., daparthienf,. commission, or agency of the United. States or ofaity States; civil disturbances; other rnational or, regional erner-gencie�- ar- any other similar cause not enumerated herein but which is beyond the- reasonable control -of the Parry whose performance is affected (colledti'vely,. "Force Mafeure Event'). The perforrnailee of any such obligation is suspbnded duijng 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 hinderss the Patty's -performance, as -soon as reasonably possible after the occurrence -of the Force Majeure` Event, with the. reasonableiress of`such notice to be detenri ied by the. City. in Jis -sole discretion. The notice required by this section must be addressed and delivered in accordaiwte with Section 13 of -this Agreement_ 20. Headings net Controlling.. lleadixigs and titles used in this Agreerirent-are for reference pittposes only, will not be -deemed a part of this Agreement, ap&are not intended. io define or iirrzit the scope of any provision of this Agreement. 21_ ge-view of Counsel. The parties acknowledge that each party and its. counsel have reviewed -and revised- this Agreement and. that the ilonnal rules of.coitstructioir to the ettect ghat any ambiguities are to .be resolved against the draftingparty will not be erriployed in the interpretation of this. Agreement or the ExIiibi ts. 22. Amendments 1 Modifications / Cxterisions, No amendment, ttiod-fcation,.or extension - of this Agreement will be binding upon. a-. patty hereto unless set forth in a •written instrument, -which is executed by an authorized representative of each patty. 23. Counterpart's, This Agreement may he executed in' one or blare counterparts and each counterpart ivilti for all purposes, be deemed an original, but all such counterparts will together constitute one and the -same instrument. 24. AarrMitv of Services. Vendor' wartanEs ihat its servica will be 'of a high quality and conform to. -generally prevailing industry standards. City arrest give written notice. of any breach of this warrantywithin thirty (30) days fiom the date that tine services are. completed_ In such 'event; at V.eridor's option, Vendor wi [i eit4er (a) use commerciall-y reasonable efforts to re-perforin the services in a manner -that-conforms with- the warranty, or. ib) refund the fees paid. by City [p Vendor for the noncalli`grinirrg SerYICe$; 25. Irrtmi LationNatLonali !IA—ct. Vendor must verify thekIcntity and employmenteligibility of its ernployces who perform work under, ibis Agreement-, including' coinpleting 'the .Employment Eligibility Verifcakion.Foiln (T 9); Upon request by City, Vendor will provide City with copies of all I-9 Vendor Services Agrcein'ent Page 1 of 16 forms and "supporting eligibility documentation for each employee "Ap performs work under- this Agre-ppmrtt_ Wildor must adhere to. all Federal. and State laws as well as, establish appropriate, procedures, and controls so -that no services will -be petfornied.by any Vendor employee whu.is not legally -.eligible to perfofiin such services. VENDOR WILL INDEMMFY CM ANDHOLD-CITY HARNILM, FROM ANY -PENALTIES, A.ABILITIES, OR LOSSES DUE TO VIOLATIONS OF TIRS.-PARAGRAPH ]3Y VENDOR, VENDOR'S EMPLOYEES; CONTRACTORS, 'SUBCONTRACTORS, OR AGENTS. City, -upon written notice to Vendor, will have'the righttoirnmediattaly teririinate#his Agreeirteni for violations of this provision by Vendor. 26.-Ownershill of Work Product. City will be the sole and exclusive owttet 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'). Farther, City. will be the solo --and exclusive owner of all copyright, patent,, tradetiaark, trade secret and tither proprietary rights .in and to -the WorkTroduct. Ownership of the Work Product will inure to the benefit of City'frorn the- date of conceptign, creation or' fixation of the Work Product in a tangible mediarn' of expression (whichever occurs first). Each copyriglitable aspect of the -Work -Product will.be'considered-.a "work-inade� far -hire" within the meaning of the Copyright Act of '1976, In amended. If and'ta the extetxt such Work Product, or any part thereof, is not.consitiered a "worlk=mado-for-lure" within -.the meaning of the Copyright Act of 1976, as�'ameFided; Vendor hereby expressly assigns to City all -exclusive right, title and interest in and toi the Work - Product; and.ail copies thereof, and in and to the copyright, patent, tradernark, trade secret; - and all other pr6pi•ictary rights thereiti, that -City. may have, or obtain, without further consideration, flee from any claim, lien -for balance dug, or -rights of retention thereto -on the }part, of City. 27. SignAture-Auth6tity The petwn signing -this Agreement heieby waitants-that they have -the Iegal authority to execute this Agreement og behalf of the respective party, and brat such binding Authority hasbeengranted byproper, order, resolution, ordinance -or other authorization of 1hp:cntity. Tltis: Agreement and any amendment hereto, may be executed by any autliorizedrepresentative of Vendor. I ach paeiy is fully entifled to rely_ on these warranties and, representations in entering into this Agreement or any amendment hereto. 28. Change in Cain an Name or Ownership Vendor must notify City's .Purchasing Manager, in witing, of a gompany name, ownership, or address cliange for the purpose -of maintaining updated -City, records. The president of Vendor or authorized official tnustsign'the letter. A letter hidicatitig, changes in a. company name or ownership must be accompanied with supporting Iegal documentation such as an updated W=9, documents filed with the. state indicating such change, copy of the boara of director's. resolution approving tine action, or all executed merger or .acquisition. agreement. Failure to provide the specified docutentation so may advetsely impact future invoiac payments. 29�, No Boycott of Israel. -if Vendor has fewer than 1.0-employees or, this Agreement is for ,less than S10dN0007 this section doesnot' apply. Vendor acknowledges that in accordance With Chapter 22.71 of the Texas Gavernnieut Code, the City is- prohibited' f"rotn-entering into a contract with a company for goods or -services unless -.the contract contains a written v..erificafiori frorn the avtnpany that it: {l) does -not boycott Israel; and (2) will-notboycott Israel during the .terth-of the Contract. The terms "boycott. Israel" and "company" has the meanings ascribed to those terms in Section 2271 of Elie Texas Government Code. Sy Agning.this Agreement, Vendor eerh-fies that Vendor's.signature provides written verification to the city that Vendor: (1) does-. not boycott Israel; and (2) wiIl not, boycottIsraelduring. the: -term of the Agreement. 30: Prohibition on Boycotting Energy Companies. Vendor acknowledges that iri'accordance with Chapter' 2274 of [he Texas Government Code; as added by Acts 2021-;- 87th Leg., A.S.-, S,B3 11, § 2� Vendor Services Agreerent Page 8 of 16 the City is prohibited Dorn. entering into a contract for goods or services chat has a value of $100,D.0p or- rnore that is to be paid wholly or partly from public funds:of the City with a company with 10 or rnvre frill time etnployees'-unless the contract contains a written verifrcativri froin the company that it: (1) does not boycott energy corpanies and (2) will not boycott energy.cornpanies during the tern of the contract. The tenrrs "boycott energy cotnpany" and. "GompAny" 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. 1-3, § 2: To -the extent that Chapter 2274 of the Government Code is .applicable -to this Agreetnent; by signing this Agreement, Vendor certifies thaiVendor`s-signature provides, written -verification to the City that'VVertdon (1) does not boycott energy companies; and (2) will not baycatt energy companies durinig.the term •of•this Agreetnent, 3 I- Prohibition on: Discrimination Against Firearm and Ammuniii4ou industries. Vendor acknowledges that except as.othei vise provided byChapter 2274 of the Texas Goverttrrrent'Code, as added by Acts-2421, 87th Leg., R:S.; S.13, 19, § 1-, the City ispTohibited ft•oin 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 o,cornpany'witli 10 or more .fttll-time etnpigyees unless the contract contains a written verification from -the coi-hpany- that it: (1) .does not have -a practice, policy,, guidance, -or directive that -discriminates against a firearm entity or firearm trade association;_ and Q) will not discriminate during; the. term of the contract against a firearm entity or fjreari-o, trade association. The terms "discriminate," `firearm entity" and " fireann: trade association" havb the trteaning ascribed to. those terms -by Chaj)t& 2274 of the Texas Government. Code, as added'b Acts 2021,.87th Log., .�:5., $:B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by sighing this Agreement, Vendot-certifies that Vender's sigt�atute providesv�rittetl verification to-tlte City that Veirdiir_ (I)does not'have a j ract'ice•, p6licy, guidance, or directive that discrimiiiates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association. during the teml of this Agreetnent. 32. Electronic Signatures. This Agreetnent may be executed by electrorric'signature,.vAich will be considered as -an original signa*re for all purposes acid have the --same force -mid effect as an original signature. For these purposes, "electronic -signature"- means.electronically scanned and transirtitted versions (e.g. via pdf file or facsimile traiismissioii) of original sigmture, .or signatures electronically inserted via softwko such. as Adobe Sign.- 33. Entirety of Agreement. This Agreetnent contains the. entire understanding and agreement between City and Vendor, theirassigns and successors in interest, as. to the matters contained. berein. Any prior or contemperatieo.us oral or writ.14M agreement is._hcreby declared null -and voidto tix extent in conflict. with any provision of this Agreetnent. (sign alure page folio tvs) Vendor ScMtes- Agreement - Page 9 pf 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTIL By: William Johnson (Ma 2, 202312:50 CST) Na3ne: William Johnson Title: Assistant City Manager Date: , 20_ APPROVAL RECOMMENDED: By: Name: Michael Crum Title: Director, Public Events department ATTEST: of FORrn�yoa 7 o d Pao 8=d �o t` OC10 4 Op4��tEXA96q Fay: Name: Title: Jannette S. Goodall City Secretary VENDOR: By: Name: Jeremy uque Title: Vice President Date: [INSERT MONTH, DAY, AND YEAR] CONTRACT COMPLIANCE MANAGER: By signing I acknowlcdge that I am the person responsible for the monitoring and administration of this contract, including ensuring ail performance and reporting requirements. I�¢.r v.�t• r� By: d' Name: Kevin Kemp Title: Assistant Director APPROVED AS TO FORM AND LEGALITY: Taylor Part$ Date: tysigned .03.02 0:19:TayloParis Date: 2023.03.02 10:19:24 06'00' Name: Title: Taylor C. Paris Assistant City Attorney CONTRACT AUTHORIZATION: M&C: [INSERT M&C NUMBER OR NIA] Form 1295:[INSERT FORM NO. OR NIA] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 16 City SecrctaryContract No. Click or top, mere -tn enter Uxt. EXHIBIT A SCOPE Ur+' SERVICES 1.0. SCOPE 1,1 Fire sprinklers acid-suppNssion-system..scrviaes--will be putrhasod for City Depahnients on an "as needed" basis. 1.2 The City is obligated topay-for-ohly those scivices actually orde'redby an authorized Cityprnployce and thim received as required 'and accerted.lsy th& City. 1.3.Addi69nal services of the same general category that could- have b.om.cncompassed in the award of this Agreement, and that are -not already -on the Agreetnent,_:m$y b.e _added: based. on the discount: and price sheet providetl with the- Vendor's response. 1.4 Unit; tdces will. include all costs associated with. the specified work, includingbttt not limited to handlinX delivery, fuel charges, fees and certihcatipns fees. NO AbOITIONAL Cl-lA1LCFS W 1L1., 8E ACCEPTED OR.PAID BY THE C.1TY, 1_5 Any specifications .or equipment that .havc ISeon omitted from this scope 6f'servicc'tha't are clearly necessary of in confor-dianoe will be considered a mquiretnent. altliough iiet directly specified or culls 1 for in the. scope of services. 1.6 All items supplied resulting from. this Agreement wi)1 be ofrcccnt pmduc#ton; unused, and suitable .for then intended pu}pose.• -SCOPE-OF WORK 3.1 City of Fort Worth Buildings. 3.1.1 TheYondor,will provide -all la6or,.materials, parts, -tools and equipment necessary to per6rtn maintenance, repair., inspection and testing of fire spritilder systenai; an&sulipression systems in city ownedlbpemted f4cilities (SEE SPRINKLER. LIST'OF BU1LDfNGS) in accordance -with the latest edition of all applicable Local, -State, and Federal. Laws, Codes and Regulations. No additimial charges will be accepied or paid by#Iie .City. 11.2 All service, regular and •special; ^will be rendcrcd at such tunes -and in such a mannertltat will result in [ninirourn interrcucc•with. the.uorrnal facility.operations, ofZ7 3.1.3 Animal iirspections.for city buildings with the -exception of'100 Energy. Way wiI.1 begin -in April of each year and be completcd by June 1 st. 3.1.4 All inspection reports will.- describe each device in the system in a lane -item fashion that includes type;_lucalion, and status of.cach-device. These t9pouts will be computer generated. 11.5. All inspection reports and invoices for inspections will be subruitted to- the �ity's ordering division no later than June 15th-ofthe same yeas. Vendor Services Agreement. Page 11 of 16 3.1.6 ContrYt00 will be responsible far obtaining any required pctinits:"in the perfannance oftltc work. 3.1.7 YrQdir b furnished under this 390ement-will be of quality workmanship and material and all Products or items offcrcd.urrder'this agreement will ,bc new and unused: 3.1-_8 The pit pbse is to provide inspections that will bepufornied under thcguidance-of NF-P r-25 that.entails-botli.mechanical and visual inspections of the existing cotnponerits only. -This is hdt an engiri,ceiing •review. This inspection is not intended to ensurcthe systems adequacy for any.particular - accupancyrcq i}-cments or to .ideatify system deficiencies as they relate to the sprinkler system design .density. 3.2 brew -City Hall VD0 Energy Way III Quarterly Inspection Service' 12.1.1 CWitracfor will con6ct-f6ttr (4) quartcrly inspections of tampers and water flows. 3.2.2 Annual Inspection Service 3.12. I Contractor will conduct annual inspection of one (1) autornatic Wet pipe Fire sprinkler system for twenty-two (22) story building. 12. 2.2 Contractoi'will conduct annual inspection of one. (1) awmatic dry pipe fine sprinkler system located on the dock.. 3.2.2;3 Contractor will conduct annual inspection of one (l) #tutomatie .dry pipe fire spiinkier system located in tite.pntking.garage. 12:2.4 C6itti4ctor will condtict annual inslieetion of three (3) backflows 5.2.2.5 'Contra.ctor will conduct annual .inspection and perforinance test of'one (1). electric -fire,primp. 3..3; 5 Peat- Inspection Service 3.23.1 Contractor will conduct pressure.,-ROWYalve (PRV)-cantrol Valve istspri tion; cleveit (l I) tarsi. This Aun riot include PRV hose valve -connections which need to be perforr-ned:aftcr'workirng ]tours 5:00 p.rri. - $:00 a.iit., Monday- Friday,-Unless.b1herwise rcquestedby_ the-Depa tinent Contract Manager or Dcsip, c: of 27 3..3- Normal operating hours: 3.5.1 All buildings will bcbetwcun 8-0.0 a.m, and 5_60-pm. Monday through Fri4y- -3.3.2 100 Energy Way Will be betweerr:7:00 a.m.-•3.:00 p.rn: Monday tlutiug' h Friday. 33.3 After-hours.vriill-be between 5:06 p.m; through 8:00 a,tn: Monday through Friday, and all day -and night Saturday and Sunday. 3.3.4 Ho'litiay time will be all Cixy observtsd holidays- 3.3:4.1. New Year's:Day; Vendor Services Agreement 1.3.4:1 Martin Luther King; 3.3.4:3. Memorial Day; 114.4. luneteenth; 3.3.4.5 July.4.th; 3:3.4.6 Labor Day; 3.3.4.7 Thanksgiving Thursday and the ollowing.l"riday; 3.14.8 Christmas Day 3.3.5 When the City requests routine services, the .Compactor will contact th.e.requesting. Departibent within one -(1) hour of request. to, arrange all aepeptable. repair dare - and. time. Contractor widl.schedule. the seivice within 7 days of The. pD issue date or a time mutually eonvenient #or both. patties. 15:7 Wheatbe City requests emergency services- the Contractor will:contact:the requesting department withih one (1) hour and respond to the 166 site Within two (2) hours - of tirne of the call. 3.3.8 Contractor will perform all work involving visible strobes or. audible alAims after woiking hours 5'00 pmL . 9.00 a.ni, Monday- Friday, unless dtherwise s eq Tested by the Depaitrncnt Contract Manager or Designee. Vendor Services Abreernenl City 5ecretar' OoiitraatNo. CI'ick or tap here to enter text. EXMRIT B PAYMENT AND. PRICE SCHLDULE 1.1 City will pay, Vendor for Services performed pursuant to this Agreement up- to a total eighty;Fve thousand ($85,000). Vendor will not perform any additional -services --or bill for expenses incurred for City rtot specified by this Agreement, unless -City requests -and. approves in writing the additional costs for such services. City wilt no be liable :for any additional expenses of Vendor not specified by this Agreement unless Ciiy first -approves such] .expenses In writing. 1.2 On or before the I Oth day of each -month of this Agreement, the- Vendor will: provide the City with. a signed fee invoice summarizing; (i) the. portion 6f the .Services that -have been completed during the prior month; and (ii)'any- additional visits that have been incurred during the. prior month. Vendor, roust provide the City with an invoice in order -to be paid. invoices must be' submitted. to-SupplierinVoices@foriworthtexss.gov. I J Following acceptance of the Services. by the City, 'Vendor-triust provide the City with a. signed, readable invoice stxnnnarizing; (i) the Services) that have been-coknpleted; (ii) purchase. order number, and (iii) requesting- payment. if the City requites additional reasonable information, it will request the same promptly after receiving. the above information, -and the Vendor must -provide such'additional reasonable information ta`the extent the sarne is -available. In -voices must be to. Supplierinvoices@fortworthtexas.goy LA Vendor will not pe.rfonn any additional services or bill for expenses incurred for City not specified by this Agreement ut3less City requests and approves in writing -the additional. casts for suoli services. City will not be liahle.for any 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. 'Vendor Services Agieemenr Pale 14 of 16 F[3R� T%Q� Bld SOLICITATION ErenYRouircE SEVCrA Name 1'm acre assanres& 3� _amd 5n irr 1FiE1i&� . gavices __ 1 Srirct7`i�rtie i2k1t51�9_vaon ks,•c_..� o�os o"sa_}6s_o pla`-csr-. lnvifed: Eventoel'ails 43ubmltTo: Cly.of Fart Worth R NAN CIAL MANAGEMENT SERVICE$ FINANCE -City Hal!Purchasing 200 Texas.SL (Lower Level Rm ml) Forl Worth TJ( 75102A314 Uniled Stales Etd)l: F7utSPurctlssinpResponSeS®lorivrarllrtexas;gov Line: -T Fesftngwrd Inspeclion'Fke oE.sprinlners—'-""`-` =Hourly, M-F SarrrSPm) - ��s�:oa Line: 2 brsadallon: _ F,rc Spdnkter Repaira-{HoudyHR , t$116,720,01 Line: 3 PJm Wl akfe, R—e_ .. .r.... Fire SAk[e{ Repairs {ltouny: ARer Hnurc �W .�_...�. 100.Oa ..- Un.�._��,. Hli i1PNae _...._.�.... _T" T41�1 5'0ipm-7-Aftm, WceWd Saturday amd SundayY $120.0012 Line: 4 Y i m dal Y Sfl.017 HR 1?�•�3 � ��8,QODAb Utin, .3 Fire Sprirrk7er 8 Suppieswon SysEcrte�'.__.__ .-...�--- -2,00 YR-- Tofel -.-- Inspegidn. Annual son j 1$130.00 LFhe: e , -_. orlpiion: AkiscellaneousParts,.Malerialsand�quipineni �V��'�"" UAif ---��niEPricP __.___ Tod �� gosi knlnus % i1kimunt. Ouaelily liSt�Q.iS the e!;UMO ed annual. cow, An example of She, low to be JJZQ on this ilom is $1Dm-574Q 004,E]vmunl)-W0rinwo j l f Life: 7 pess:riplie n; ,-,�. HR Urdt Priea4 Emergency RGpeor Line: a re5iflg and jf15pQ�j1}r}'YOr l39[`lillPw ,..._ _� Prevention (Haudy,.M•F sarrm5P ) �.....-, i7'823g020 Fire SUPpressian and SPM$cler Repair Services P.* 3 0137 Vendor Scryi 'cemerit Fate 15 of 16 Una: B Ekscri 'on: BackfiowPre venl6en R -pair [liourly Xf-r •_.� ""' Unit n •_--- iliii[P ` .w_ 7otei , $am�pmJ ��65.04 � $65Afl: tine: 10 �crl�tirni_ 83tcklfow•PKevention Inspection, Un4 4 _ .. . LFnilPrioe AnnYal _... .. Vendor Sorvicus Agmitiont Page 16.of 1