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HomeMy WebLinkAboutContract 59208CSC No. 59208 City Secretary Contract No. Click or tap here to enter 'text. FORT WORTH. 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, acting by and through its duly authorized Assistant City Manager, and Hood Specialist, Inc. ("Vendor"), a Texas For - Profit Corporation, and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred: to as the "parties." l . Scope of Services. Vendor hereby agrees to provide the City with Vent -A -Hood cleaning and maintenance services for the City of Fort Worth, ("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 the date signed by the City's Assistant City Manager below ("Effective Date") and expires on one year from that date ("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 4 one-year renewal option(s) (each a "Renewal Terra"). 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 Ninety-eight Thousand and eight hundred Dollars 098,880.00). 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 -a ro riation 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 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 OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page t of 17 FT. WORTH, TX 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 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 wi It 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. Ri ht 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 Contraetor. 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, Vendor Services Agreement Page 2 of 17 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. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIONS), 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, SERVANTSANDEMPLOYEES, FROMANDAGAINSTANYANDALL 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 Vendor Services Agreement Page 3 of 17 restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/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 Vendor Services Agreement Page 4 of 17 Employers' liability $100,000 - Bodily Injury by accident; each accidentloccurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable ❑ NIA $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 Re uirements (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- VI 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, Vendor Smices Agreement Page 5 of 17 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. I2. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Hood Specialist, Inc Cameron Potwin P.D. Box 161699, Fort Worth TX 76161 accountsreceivable@,FAC ILITEC-S W.COM Facsimile: [NUMBER] 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 wi [I 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. IT Governing Law 1 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 Vendor Services Agreement Page 6 of 17 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 Ma'enre. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; 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 Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure 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 the Exhibits. 22. Amendments 1 Modifications 1 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 a[[ 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. 1n 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 (1-9). Upon request by City, Vendor will provide City with copies of all 1-9 Vendor Services Agreement Page 7 of 17 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to 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 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 party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownershin 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 Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not 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 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, Vendor Services Agreement Page 8 of 17 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 ful]- 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 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 I0 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. (signature page follows) Vendor Services Agreement Page 9 of 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples, CITY OF FORT WORTH: 0 By: William Johnson (Ap 10, 202311:45 CDT) Naive: William Johnson Title: Assistant City Manager Date: , 20 APPROVAL RECOMMENDED: By: Name: Michael Crum Title: Director, Public Events Department ATTEST: 4ggqO�n�� �boF FORt46 �o Op. osd By: Pao* 6 *a Name: Jannette S, Goodall a44 vex 45gga Title: City Secretary VENDOR: By:� Name: Cameron Potwin Title: Sates Manager 10 f 202-'3 Date: [INSERT MH TH, DAY, AND PEAR] CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perforrnance and reporting requirements. K K By: Name: Kevin Kemp Title: Assistant Director APPROVED AS TO FORM AND LEGALITY: By: Name: Title: Taylor Paris °i a 202igoetl0Y Taylor Paris Dade:2023.04.1010 &r -05,00, Taylor C. Paris Assistant City Attorney CONTRACT AUTHORIZATION: M&C: [INSERT M&C NUMBER OR NIA] Forth 1295:[INSERT FORM NO. OR NIA] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 17 City S ecretary Contract No. Click or tap here to enter text. EXHIBIT A SCOPE OF SERVICES SCOPE 1.0 Vendor will provide Vent -A- Hood cleaning and maintenance services for City Departments on an "as -needed" basis in accordance with the specifications. 1.1 The City reserves the right to add or remove departments and locations at the City's discretion. 1.2 Any material, equipment and/or services that have been omitted from this scope of service that are clearly necessary or in conformance shall be considered a requirement although not directly specified or called for in the scope of services. 1.3 The vendor shall provide material and/or services of various types and sizes to include all necessary components to complete the installation or repairs. DEFINITIONS 1.4 Department Contract Manager- City of Fort Worth employee assigned to manage the compliance, oversight and/or administration of the contract or project for their department of employment. 1.5 Designee - a 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. 1.6 Service Call - A call out for wont where the Vendor shall supply a worker to perform a service. 1.7 Non -Emergency Call - A call out for services in which the Vendor must contact the City of Fort Worth point of contact within one (1) business day to schedule a date and time for services. 1.8 Emergency Cali - A call out for services in which the Vendor must contact the City of Fort Worth point of contact within one (1) hour and respond to the job site within two (2) hours from the time of the contact call. 1.9 IKECA - International Kitchen Exhaust Cleaning Association. 1.10 NFPA — National Fire Protection Association. Vendor Services agreement Page 11 of 17 1.11 NFPA 960 - Standard for Ventilation Control and Fire Protection of Commercial Cooking Operations. 1.I2 Price Adjustment Justification means documentation supporting a requested Price Adjustment and showing an objectively verifiable basis for a change in price due to the documented impact of economic conditions on labor, equipment, or materials. Examples of possible Price Adjustment Justification include, but are not Iimited to, cost indexes, and/or updated supplier price sheets. It is within the sole discretion of the City to determine whether Price Adjustment Justification is sufficient and/or acceptable. SERVICES: • Clean Vent -A -Hoods per ANSI/IKECA C10 Chapter 9 Cleaning, Process, and Control; • Standard hood cleaning service includes: • Draining the system's grease build-up; • Degreasing, scraping, and pressure washing vertical and horizontal ducts; • Hood fans and the vent hood canopy itself. • Drying and polishing the hood canopy inside and out; • Mopping the floor surrounding the vent hoods upon service completion. • All materials are properly disposed. • Air intake grills should be examined and cleaned. • Cleaning shall be done at various locations as indicated in Attachment F — List of City Facilities; • All Vent -A -Hoods shall be inspected/cleaned and affix service inspection sticker on the unit. FREQUENCY OF SERVICES: • Annual Full Cleaning of All Hoods, Fans, and Ductwork • Full service completed once a year ■ Chemically clean and pressure wash all portions of all kitchen exhaust systems including all hoods upper and lower tracks, plenums, duct collars, all accessible horizontal and vertical duct work, exhaust fan blades. bowl, and grease catcher, and baffle filters in hood. Vendor Services Agreement • Chemically polish inside and outside of hood canopies and back splash to the top of the appliances. • Photo documentation of all portions cleaned and report any deficiencies found in system will be provided. • Certification stickers will be good for six (6) months to comply with local fire codes • Semi Annual Maintenance Cleaning of All Hoods • Chemically clean and pressure wash portions of kitchen exhaust systems from the first access panel in duct work, back down through duct collars. • All portions of Full Annual cleaning, excluding the horizontal and vertical ducts. Exhaust fan portions cleaned if needed. ■ Photo documentation of all portions cleaned and report any deficiencies found in system will be provided. • Certification stickers will be good for six (6) months. • Quarterly Annual Maintenance Cleaning of All Hoods • Due to the heavier accumulation of grease over the fiat grill cooking appliances, Quarterly Maintenance is recommended. • ChemicalIy clean and pressure wash portions of kitchen exhaust systems from the first access panel in duct work, back down through duct collars over flat grill hoods. • Certifications for Grill Hoods will be good for three (3) months. EQUIPMENT REPLACEMENT AND/OR PARTS • if the Vendor determines that equipment, parts or materials have to be replaced, the Department Contract Manager or designee shall have the right to approve or disapprove any and all substitutions. The vendor should submit an estimate to the Department Contract Manager for approval. • The estimate should clearly identify the reason for the replacement and the impact on City assets if changes are not completed; • Clearly identify the brand name, make or model number of the parts and/or equipment that will replace the current parts or equipment; • If equal item is offered, the Vendor should include descriptive literature and/or specifications of equal item offered; Vendor Services Agreement Brand Name or Equal Vendor shall understand if an item in this bid is identified as "brand name or equal," the purchase description shall reflect the characteristics and level of quality that will satisfy the City's needs. The brand name or equal designation is intended to be descriptive not restrictive. The salient physical, functional, or performance characteristics that "equal" products must meet are specified in the bid; LOCATIONS: Line: 1 Description - Will Rogers Memorial Center - North, East & West Coliseum 6 ft hood with one fan on roof (each) Line: 2 Description: Will Rogers Memorial Center - North & South In Richardson Bass 16 ft hood with one fan on roof (each) vent appears straight approximately 25 foot Line: 3 Description; Will Rogers Memorial Center - Monorief Watt 6 ft hood with one fan on roof vent has two 90% angles with trap door Line: 4 Description: Will Rogers Memorial Center- Moncrief Stall 6 ft hood with one fan on roof Line: 5 Description - Will Rogers Memorial Center - Sumett Stall 6 ft hood with one fan on roof Line: 6 Description: Will Rogers Memorial Center - Exhibit Hall East and West Two 6 ft hoods vented to one common fan on roof Line: 7 Description: Port Worth Convention Center - Kitchen A 56 ft hood system with two fans on roof Line: S Description: Future City Hall - Annual Full Cleaning of All Hoods, Fans, and Ductwork Line: 9 Description: Future City Hall - Semi Annual Maintenance Cleaning of All Hoods Line: 10 Description. Vendor Services Agreement Future City Hall - Quarterly Maintenance Cleaning of Grill Hoods Only Line: 1 f Description: Future Hall - Vent -A -Hood & Stove Cleaning Line: 12 Description - Park & Recreation Pecan Valley Golf Course - Snack Shop - Vent -A -Hood Cleaning Line: 13 Description; Park & Recreation Rockwood Golf Course - Snack Shop - Vent -A -Hood Cleaning - Line: 14 Descri tion; Park & Recreation Meadowbrook Golf Course - Snack Shop - Vent -A -Hood Cleaning Line: 15 Desch Police Nashville Sector- Vent -A -Hood & Stove Cleaning Line: 1E Descrition- Police Communications - Vent -A -Hood & Stove Cleaning Line: 17 Description - Police Bob Bolen Public Safety Complex - Vent -A- Hood & Stove Cleaning Line: 18 Description: Police Mounted Facility - Vent -A -Hood & Stove Cleaning Line: 19 Description: Police Calvert Facility - Vent -A -Hood & Stove Cleaning Line: 20 Description: Police Riverside Facility - Vent -A -Hood & Stove Cleaning Line: 21 Description: Fire Station - Vent -A -Hood & Stove Cleaning (45 Fire Stations) Line: 22 Description: Fire - Bob Bolen Public Safety Complex - Vent -A -Hood & Stove Cleaning Training Center Vendor Services Agreement Line: 23 Q0scri 7i flon. Emergency Service Call Fee - One time fee additional to the cost of service for the requesting City location Line: 24 Description; Miscellaneous Parts, Materials, Equipment Replacement - Cost plus a % (percentage) Markup. Quantity listed is the estimated annual cost. An example of the total to be listed on this line item is $1000 + $100 (10% MARKl1P} = $11no- Vendor Services Agreement City Secretary Contract No. Click or tap here to enter text_ EXHIBIT B PAYMENT AND PRICE SCHEDULE 1.1 City will pay Vendor for Services performed pursuant to this Agreement up to a total ninety-eight thousand eight hundred dollars ($98,800.00). 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. 1.2 On or before the I Qth day of each month of this Agreement, the Vendor wiII provide the City with a signed fee invoice summarizing: (i) the portion of the Services that have been completed during the prior month; and (ii) any additional visits that have been incurred during the prior month. Vendor must provide the City with an invoice in order to be paid. Invoices must be submitted to Supplierinvoices(ct}fortworthtexas.gov. 1.3 Following acceptance of the Services by the City, Vendor must provide the City with a signed, readable invoice summarizing (i) the Service(s) that have been completed; (ii) purchase order number, and (iii) requesting payment. If the City requires additional reasonable information, it will request the same promptly after receiving the above information, and the Vendor must provide such additional reasonable information to the extent the same is available. invoices must be submitted to Supplierinvoices(a,)fortworthtexas.gov 1.4 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 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. 1.5 Unit prices shall include all costs associated with the specified work, including but not limited to handling, delivery, fuel charges, fees and certifications fees. NO ADDITIONAL CHARGES WILL BE ACCEPTED OR PAID BY THE CITY. Vendor Services Agreement Page 17 of 17