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HomeMy WebLinkAboutContract 59106City Secretary Contract No. 59106 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 rule municipal corporation and Plastic - View ATC, Inc. ("Vendor"), a foreign for -profit corporation, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and 4. Exhibit C — Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor shall supply and install 16 window shades (8 primary & 4 secondary) for Perot Field Fort Worth Alliance Airport Air Traffic Control Tower ("ATCT"), and 12 primary window shades for Fort Worth Spinks Airport ATCT, per the PV-128 Program. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on either the date at which all services identified under Exhibit "A" have been fully performed or September 30, 2023, whichever occurs first ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Compensation. City shall pay Vendor an amount not to exceed Thirty -Three Thousand Five Hundred Eighty -Two Dollars and Zero Cents ($33,582.00) in accordance with the provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. City shall pay a fifty percent (50%) deposit of the total compensation amount listed above and within Exhibit B upon submission of an invoice from Vendor and issuance of a City of Fort Worth purchase order. The remaining amounts due under this Agreement shall not be due until full completion of the services required herein and upon submission of an Invoice by Vendor. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD Vendor Services Agreement — Plastic-Vicw ATC, Inc. CITY SECRETARYPage 1 of 12 FT. WORTH, TX City Secretary Contract No. 59106 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 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 shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. Vendor Services Agreement — Plastic-Vicw ATC, Inc. Page 2 of 12 City Secretary Contract No. 59106 6. Right to Audit. Vendor agrees that City shall, 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 shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 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 OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS 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 OR EMPLOYEES. 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 shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor Services Agreement— Plastic-Vicw ATC, Inc. Page 3 of 12 City Secretary Contract No. 59106 Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assi ng ment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence Vendor Services Agreement — Plastic-Vicw ATC, Inc. Page 4 of 12 City Secretary Contract No. 59106 10.2 $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. Vendor Services Agreement — Plastic-Vicw ATC, Inc. Page 5 of 12 City Secretary Contract No. 59106 (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Plastic -View ATC, Inc. Attn: Dana Burghdoff, Assistant City Manager Attn: Angie Portesi, Office Manager 200 Texas Street 4585 Runway Street, Suite B Fort Worth, TX 76102-6314 Simi Valley, CA 93063 Facsimile: (817) 392-8654 Facsimile: 805-520-0260 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other Vendor Services Agreement — Plastic-Vicw ATC, Inc. Page 6 of 12 City Secretary Contract No. 59106 during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers 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 shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. Vendor Services Agreement — Plastic-Vicw ATC, Inc. Page 7 of 12 City Secretary Contract No. 59106 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. No Bove tt of Israel. If Vendor has fewer than 10 employees or this Agreement is for Vendor Services Agreement — Plastic-Vicw ATC, Inc. Pagc 8 of 12 City Secretary Contract No. 59106 less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. 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, which will 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. 32. 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 which will 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page f)llows) Vendor Services Agreement — Plastic -View ATC, Inc. Page 9 of 12 ACCEPTED AND AGREED: City: Dana surghdoAc By: Dana Burghdoff (Ma)-23, 202318:43 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Mar 23, 2023 City Secretary Contract No. Vendor: By: )"— Name: Ryan Voge Title: President Date: &-ky /Z3 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name Title: -4- Roger Venables Aviation Department Director Approved as to Form and Legality: By: e�//7.►Zile Name: Thomas Royce Hansen Title: Assistant City Attorney Contract Authorization: M&C: N/A 59106 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monito*ing and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Christy Medina Title: Administrative Assistant City Secretary: By: Name: Jannette Goodall Title: City Secretary anq 4FORT p OF00000000 !Y 0 09dd P!`o old ago o=� ddn� nEXA5g4� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement — Plastic -View ATC, Inc. Page 10 of 12 MISMIR EXHIBIT A SCOPE OF SERVICES Vendor will supply and install window shades for City in accordance with this Agreement and the specific provisions herein. Vendor shall be responsible for the following: - Supply and install 16 window shades (8 primary & 4 secondary) for the Air Traffic Control Tower at Perot Field Fort Worth Alliance Airport Air Traffic Control Tower in accordance with the specifications outlined with Exhibit `B" herein and Vendor's PV-128 Sales and Service Program. - Supply and install 12 primary window shades for the Air Traffic Control Tower at Fort Worth Spinks Airport in accordance with the specifications outlined within Exhibit B herein and Vendor's PV-128 Sales and Service Program. - The PV-128 Sales and Service Program includes but is not limited to: o Installation of all window shades by qualified PV-128 Sales and Service Program installer; o Installation to be conducted in a quick, quiet, and efficient manner o Vendor shall ensure that work on installation is stopped when requested to allow air traffic operations to continue o Installation of window shades will be done ensuring the least amount of interference with air traffic operations o Vendor shall ensure nighttime work is conducted when air traffic volumes are too heavy during the day o Vendor shall provide a commitment to safety and customer satisfaction for the windows themselves, as well as installation. o All windows will include identifying numbers, such information to be stored in Vendor's exclusive data base, to ensure if there is a need for replacement, window shades can be replaced quickly and efficiently; o Vendor shall provide periodic reports regarding the age and functionality of the window shades currently installed at City's respective Air Traffic Control towers. - All materials and services provided under this Agreement by Vendor must meet the standards set forth in the Federal Aviation Administration specifications, FAA-E-2470b, for transparent plastic window shades. Vendor Services Agreement — Exhibit C Page 11 of 12 City Secretary Contract No. 59106 EXHIBIT B PRICE SCHEDULE City of Fort Worth - FWS (Spinks) Airport 6 Sides, 12 Windows - 12 Primary Shades $ 10,897.00 Installation $ 1,935.00 Mileage $ 420.00 Shipping $ 665.00 Total FWS $ 13,917.00 City of Fort Worth - AFW (Alliance) Airport 12 Sides, 12 Window - 12 Primary Shades & 4 Secondary Shades $ 15,928.00 Installation $ 2,697.00 Mileage $ 355.00 Shipping $ 685.00 Total FWS $ 19,665.00 Total potential compensation under this Agreement shall not exceed Thirty -Three Thousand Five Hundred Eighty -Two Dollars and Zero Cents ($33,582.00). See Attached Quotes for airport specific price schedule included within this exhibit: ASW-571 for Perot Field Fort Worth Alliance Airport ATCT ASW-573 for Fort Worth Spinks Airport ATCT Vendor Services Agreement— Plastic -View ATC, Inc. Page 12 of 12 59106 triastic-Mew 4585 Runway St. Suite B Simi Valley, CA 93063 Phone: (805) 520-9390 1 (800) 468-6301 1 Fax: (805) 520-0260 Web: www.pvatc.com I Email: info@pvatc.com PREPARED FOR FAA DON COATS 2300 ALLIANCE BLVD FORT WORTH, TX 76177 PROFORMA INVOICE DATE NUMBER 12/22/2022 ASW-571 PHONE/FAX/EMAIL 817-491-6120 PROJECT DISCOUNT LIST PRICE Alliance ATCT 20% $23,569 REQUEST NUMBER TERMS OF SALE SHIPPING INSTRUCTIONS LEAD TIME D. Coats Net 30 Truck 4 - 6 Weeks DESCRIPTION QTY RATE Total PV-128 Primary Window Shades for Alliance ATCT, TX 12 992.00 11,904.00 PV-128 Secondary Window Shades for Alliance ATCT, TX 4 1,006.00 4,024.00 Measuring (Optional) 20000 200.00 Mileage 17750 177.50 Shipping and Handling Charges 2,497.00 2,497.00 Mileage 17750 177.50 Shipping and Handling Charges 68500 68500 Total $19,665.00 CONFIRMATION X Quote valid for 90 days 59106 `V1orldiB irlastiecNiew 12 SIDED CONTROL TOWER 12 WINDOWS 11 /11 A 12/12A 10/10A 1 /1 A STAIRS 5 9/9A 2/2A ALLIANCE ATCT FORT WORTH, TX 12 PRIMARY 8/8A 4 SECONDARY 3/3A 7/7A 5/ Approximate Sizes (inches) 4/4A PRIMARY SECONDARY 1. 110 X 105 7. 110 X 105 4A. 110 X 105 2. 110 X 105 8. 110 X 105 5A. 110 X 105 3. 110 X 105 9. 110 X 105 6A. 110 X 105 4. 110 X 105 10. 110 X 105 7A. 110 X 105 5. 110X105 11. 110X105 6. 110X105 12. 110X105 4585 Runway St, Suite B I Simi Valley CA 93063 USA I Phone (805) 520-9390 1 Fax (805) 520-0260 1 Web www.ovatc.com I Email ln(o0oyatc.com Copyright © 2019 Plastic -View ATC, Inc This information is for the sole use of the intended recipient(s) and contains confidential and privileged information Any unauthorized review, use, disclosure or distribution is prohibited. 59106 Plastic4lew This program was created in thee arly 1950s by CAA (now FAA) and PLASTIC -VIEW after extensive field testing proved the superiority of the PLASTIC -VIEW PRODUCTS and program. Cost effective value for mandatory operational safety equipment. (1) Assures the best shades and satisfactory installation guarantee at a cost within reason of "low bid quality," which results from "low bid auctions'; (2) minimizes disturbance of cab personnel as each PLASTIC -VIEW authorized representative works under factory guidance; (3) simplifies procurement; (4) "one desk" responsibility, and (5) insures immediate shipment of emergency shade requirements in case of tornado, hurricane, etc.; (6) establishes database shade aging monitoring; (7) service center functions PV-128 PROGRAM QUOTATION FOR GOVERNMENTAL AGENCY OR CHAIN STORE Organization FAA RFQ# EMAIL Proforma ASW S/I Date DECEMBER 22, 2022 Spec/Ruth :FAA 12 24 12, FAA-ANI-300-380, FAA ISO 9000, FAA-E-2470b-F72SR / FAA ORDER 6480.18, NAVY T.I.P, ARMY TB 95-1, Architect/Cab Desig 12 SIDES, 12 WINDOWS Job Location ALLIANCE AIRPORT - FORT WORTH, TX Bldg. #ATCT Requested By DON COATS Phone/FwVEmW1817-491-6120 / donald.c.coats@faa.gov DESCRIPTION: 12 SIDES, 12 WINDOWS — 12 PRIMARY SHADES AND 4 SECONDARY SHADES (A) Retail list price PRIMARY $14,640 (Al) Retail list price SECONDARY $4,880 (Al) Retail list price CORNER $0 (B) Less 20 % (PV-128 Program dealer discount) ($3,904) (C) Discounted price $15,616 (D) Addendum charges (setup per spec, bias cuts, oversized rollers, special items) $312 (DI) MOTORIZATION $0 (E) Subtotal $15,928 (F) Tax $0 Installation (estimated subject to approval or revision by PV-128 Program dealer; assumes weekday work during normal (G) husinen hours unless noted otherwise; additional charges may apply for weekend or after hours work Includes measuring trip, replacement of any non -spec brackets and shade ❑d Replacement ❑ Initial $2,697 (H) Mileage (1) Shipping charges $355 ❑ USPS ❑d Truck ❑ Airfreight ❑ Pickup ❑ UPS _ $685 TOTAL! $19,665 (Z) Payment terms W Net 30 days ❑ 50% deposit $9,833 , balance 30 day $9,832 ❑ 4% CWO discount $ (if we install add 'G' to deposit) Participating PV-128 Program dealer/installer WESTERN CONSOLIDATED INC Price quotation authorized by AK.gL& Para 44 , (Angie Portesi Notes This quote is for the supply of 16 window shades (12 primary, 4 secondary) for Alliance ATCT per the PV-128 Program. It is based on size information on file. Pricing figured on a measured, delivered and linstalled (optional) basis by a local authorized PV-128 Program installer. Quote valid for 90 days 4585 RUNWAY, SUITE B I SIMI VALLEY CA 93063 1 USA Phone (805) 520-9390 / (800) 468-6301 1 Fax (805) 520-0260 1 Email info@pvatc.com I Web www.pvatc.com 59106 �u1cr4GB irlast 19CWView 4585 Runway St. Suite B Simi Valley, CA 93063 Phone: (805) 520-9390 1 (800) 468-6301 1 Fax: (805) 520-0260 Web: www.pvatc.com I Email: info@pvatc.com PREPARED FOR CITY OF FORT WORTH AVIATION DEPARTMENT TYLER DALE 201 AMERICAN CONCOURSE SUITE 330 FORT WORTH, TX 76106 PROFORMA INVOICE DATE NUMBER 2/7/2023 ASW-573 PHONE/FAX/EMAIL 817-392-5416 PROJECT DISCOUNT LIST PRICE Fort Worth Spinks ATCT 20% $16,612 REQUEST NUMBER TERMS OF SALE SHIPPING INSTRUCTIONS LEAD TIME T. Dale Net 30 Truck 4 - 6 Weeks DESCRIPTION QTY RATE Total PV-128 Primary Window Shades for Fort Worth Spinks ATCT, 12 908.08333 10,897.00 TX Measuring (Optional) 200.00 200.00 Mileage 210.00 210.00 Installation (Optional) 1,735.00 1,735.00 Mileage 210.00 210.00 Shipping and Handling Charges 665.00 665.00 Total $13,917.00 CONFIRMATION X Quote valid for 90 days 59106 of I�UB�� c i laSticmView NEW STANDARD AIR FORCE "MATHER" CONTROL TOWER 6 SIDED, 12 SHADES Approximate Sizes (inches) PRIMARY SECONDARY 1. 95 X 105 7. 95 X 105 2. 95X105 8. 95X105 3. 95 X 105 9. 95 X 105 4. 95X105 10. 95X105 5. 95 X 105 11. 95 X 105 6. 95 X 105 12. 95 X 105 4585 Runway St, Suite B I Simi Valley CA 93063 USA I Phone (805) 520-9395 1 Fax (805) 520-0260 1 Web www.pvatc.com I Email info@pvatc.com Copyright © 2019 Plastic -View ATC, Inc. This information is for the sole use of the intended recipient(s) and contains confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited 59106 p r c 1 laStIC�"Vlew This program was created in the early 1950s by CAA (now FAA) and PLASTIC -VIEW after extensive field testing proved the superiority of the PLASTIC -VIEW PRODUCTS and program. Cost effective value for mandatory operational safety equipment. (1) Assures the best shades and satisfactory Installation guarantee at a cost within reason of "low bid quality," which results from "low bid auctions"; (2) minimizes disturbance of cab personnel as each PLASTIC -VIEW authorized representative works under factory guidance; (3) simplifies procurement; (4) "one desk" responsibility, and (5) insures immediate shipment of emergency shade requirements in case of tornado, hurricane, etc.; (6) establishes database shade aging monitoring; (7) service center functions PV-128 PROGRAM QUOTATION FOR GOVERNMENTAL AGENCY OR CHAIN STORE Orgonizotion Jury OF FORT WORTH AVIATION DEP RFQ rK EMAIL Proforma ASW-573 Date FEBRUARY 07, 2023 pec/Aufh FAA 12 24 12, FAA-ANI-300-380, FAA ISO 9000, FAA-E-2470b-F72SR / FAA ORDER 6480.18, NAVY T.I.P, ARMY TB 95-1, Architect/Cab Desig 6SIDES, 12 WINDOWS Job Location FORT WORTH SPINKS AIRPORT - FORT WORTH, TX Bldg. tTCT Requested By TYLER DALE Phone/Fax/Emai 817-392-5416 / Tyler.Dale@fortworthtexas.gov DESCRIPTION: I 6 SIDES, 12 WINDOWS - 12 PRIMARY SHADES (A) Retail list price PRIMARY $13,476 (A 1) Retail list price SECONDARY $0 (A1) Retail list price CORNER $0 (B) Less 20 % (PV-128 Program dealer discount) ($2,695) (C) Discounted price $10,781 (D) Addendum charges (setup per spec, bias cuts, oversized rollers, special items) $116 01) MOTORIZATION $0 (E) Subtotal $10,897 (F) TOx $0 (G) InSt011atiOn (estimated subject to approval or revision by PV-128 Program dealer; assumes weekday work during normal business hours unless noted otherwise; additional charges may apply for weekend or after hours work Includes measuring trip, replacement of any non -spec brackets and shade Replacement ❑ Initial $1,935 (H) Mileage $420 (1) Shipping charges ❑ USPS © Truck ❑ Airfreight ❑ Pickup UPS $665 TOTA4 $13,917 (Z) oyment terms Net 30 days Q 50% deposit $6,959 , balance 30 day $6,958 ❑ 4% CWO discount $ (if we install add 'G' to deposit) Partkipating PV-128 Program dealer/installer WESTERN CONSOLIDATED INC rke quotation authorized by [Angie Portesi A" - Notes This quote is for the supply of 12 primary window shades for Fort Worth Spinks ATCT per the PV-128 Program. It is based on size information on file. Pricing figured on a measured, delivered and installed (optional) basis by a local authorized PV-128 Program installer. Quote valid for 90 days 4585 RUNWAY, SUITE B I SIMI VALLEY CA 93063 1 USA Phone (805) 520-9390 / (800) 468-6301 1 Fax (805) 520-0260 1 Email info@pvatc.com I Web www.pvatc.com