HomeMy WebLinkAboutContract 59299City Secretary Contract No. 59299
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 and
RSG Aviation, Inc. ("Vendor"), 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 — Verification of Signature Authority Form
Exhibits A and B, 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 and B and the
terms and conditions set forth in the body ofthis Agreement, the terms and conditions ofthis Agreement shall
control.
1. Scone of Services. Vendor will provide maintenance services on Fort Worth Police
Department's Bell 505 SN 65330 helicopter. 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 one (1) year after the Effective Date ("Expiration Date"), unless
terminated earlier in accordance with this Agreement. City shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options, at
City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit `B," = Price Schedule Total payment made under this Agreement shall be in an amount up to
One Hundred Thousand Dollars ($100,000.00). Payments for the following years shall be as described
in Exhibit A. Vendor shall 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 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
CITY SECRETARY
FT. WORTH, TX
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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 subj ect 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.
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6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, 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 sub -vendors. 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 sub -vendors. 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 sub -vendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or sub -vendor 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 sub -vendor.
8. Liability and Indemnification.
8.1 LL4BILITY - VENDOR SHALL BE LL4BLE 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, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMA GE 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 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
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cost and expense of payment for claims or actions against City pursuant to this section,
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.
9. Assignment and Subcontracting.
9.1 Assignment. 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:
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$1,000,000 - Each Occurrence
$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
10.2 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.
(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.
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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,
sub -vendors 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, SUB -VENDORS 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:
City of Fort Worth
Attn: Assistant City Manager
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:
RSG Aviation, Inc.
Mike Gallegos, Vice President
3901 N Main St HGR 2S
Fort Worth, TX 76106
Phone: 817-625-0192
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
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.
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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 Majeure. 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 and B.
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 and B, 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.
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
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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 are affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit `B". 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 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
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
ACCEPTED AND AGREED:
CITY OF FORT WORTH
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By:
ensuring all performance and reporting
requirements.
Name: Fernando Costa
Title: Assistant City Manager
Apr 28, 2023
APPROVAL RECOMMENDED:
11�4`66 ?eet4l"
By:
Name: Keith Morris
Title: Assistant Police Director
By: Robert-7 redge Jr.(Apr 28, 202307:23 CDT)
APPROVED AS TO FORM AND
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
LEGALITY:
ATTEST: FORPo9d0
a°� °�
Andrea Phillips
4 q
°aa451,
By: Andrea Phi Ili ps(Apr 27, 20314:30 CDT)
Name: Andrea Phillips
54pp
By:
Title: Assistant City Attorney
Name: Jannette Goodall
Title: City Secretary
CONTRACT AUTHORIZATION:
M&C: (None Required) Date
Approved:
Form 1295 Certification No.: N/A
G AVIATION, INC V SG AVIATION, INC
By: By: 1
Name: Noel Salazar Name: Mike
Title: Director of Contracts & Proposals Title: Vice
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 9 of 18
EXHIBIT A
SCOPE OF SERVICES
March 08, 2023
COMMERCIAL QUOTE NUMBER:
eq2209-13
rSts
AVIATION INC.
Submitted to:
FWPD
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At [Park
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Piwne: 662fi668600
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Email:lomMaparks2@faRra Rhlexas.gov
Dear Scmt:
RSG Aviatkln Is pleased to submit for your w1m and approval the following quotation In response to your MgWA to perform Customer requested Maintenance on your
Bell 505 SN 65330. This quote provides cost and schedule Information for the required effort and It outlines the bask terms and conditions of RSG's offer to FWPD.
Quote Number: 2209-13 Total: $ 72,000.00
Quote Number: 2209-13 Grand Total: $ 72,000.00
RSG will provide Maintenance services to FWPD.
Price Estimates Exclude:
• Work wet and above that which Is stipulated In this proposal
• Fuel surcharges and Pilot ousts
• OEM credits for returned cores
• AOGeryand/or E.edRe Fees
All services outlined In this proposal will be performed at the Rotorcraft SeMces Group faclfities in Fort Worth, Texas.
The estimated contrast completion time Is Schedule Based On Malrtle— Requested By FWPD Personnel -duding options. Should optloro be sNMed, wmpletion time wal be chanEed a<c<
• The quoted schedule Is based on current workload and Is subject to change based on the arrival date of the aircraft at RSG's facilities.
• Schedule is subject to OEM's and other supplier's Ind times and parts availability and other contingencies beyond RSG'f control.
• Estimated compledons times are based on business days and exclude nsstornary US holidays.
Unless otherwise stated In the letter of transmittal, this quote is a Flrm Fb dPrice Offer and It is valid for thirty(30) days from the date of quote.
NOTE:
. Any di—poncies found during the clieAl- rtijkofbn w01besubmltred to the Cntamerforopprovel pli-W Dray nor*bebsp performed or ports being ordered
Kolth Mo I—d
Director of Malnterunen
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.e.a a r>W.,.a r<ws wva.as..^rai., e•vw. ea..r u......s,..•w•'.ao.a
Vendor Services Agreement Page 10 of 18
MAvimoalaa
RSG Avlatlon, Inc.
Standard Terms and Conditions
1. The cost for pilot services and fuel for the aircraft are not Included In the
quote. If these service arc provided by RSG the will be considered as an "over
and above charge" and billed and paid at the time the aircraft is delivered to the
customer.
2. If the schedule for repair, maintenance or completion of the aircraft exceeds
the manufacturer's specified time period that would require engine,
transmissions, gearboxes or other components to removed or preserved, RSG will
advise the customer of these requirements and provide a quote to perform these
services. The customer will be required to either approve these services or
provide written direction that preservation services are not to be performed and
the customerwill accept any risk
3. A deposit Is required upon contract award. The balance of payment Is due at
delivery and prior to the helicopter departure from RSG facility. Any delays in
schedule or deliveries outside RSG control, RSG may require progress payments
In addition to the 50% deposit. Payments will be made at the offices of RSG
Aviation ("RSG"), Fort Worth, Tarrant County, Texas, by certified funds orwlm
transfer.
4. If during RSG's Inspection orwork on the aircraft, additional work Is Identified
as either recommended or required for airworthiness, RSG will prepare and
submit a proposal supplement to the customer for approval. The proposal V411
Identify the cost of the additional work as well as the any schedule adjustments
necessary. Depending on the scope and dollar value of the additional work an
additional deposit from the customer may he required beforethe additionalwork
can begin.
5. The estimated contract completion time is stated on page 1, with a four (4)
weeks advance notice. This does not Include repair time for over and above
discrepancy repairs, or customary US holidays. It is also based on helicopter
OEM's and other supplier's lead times and parts availability at the time of this
quote. The quoted schedule Is based on current workload and is subject to
change based on the arrival date of the aircraft at RSG's facilities. Any
unforeseen FAA artihation requirements may affect the schedule. The delivery
schedule may be optimized by having the contract exerted and deposit in place
30 calendar days prior to the helicopter arriving at RSG. Contract completion time
may Improve If the current lead times are expedited.
6. Contract schedule begins when both the Signed Quote and Fifty Percent (50%)
Deposit has been received at RSG.
7. AOG orderstatus and Priority Shipping are outside of our quoted pricing
AOG upgrades are made only at customer request and will be subject to the
following premium: OEM + 15% and Shipping Cost+ 20%.
3. The customer Is ultimately responsible for any items submitted for OEM
warranty consideration and/or core exchange values. Credit for these [ems
will be provided once received from the OEM.
9. Delivery dates might be affected due to Manufacturer stock levels and are
subject to change without notice. Returns might be subject to restocking
fees, special orders may not be returned, and all returns are subject to
Inspection and acceptance.
10. All equipment, parts or components removed from the aircraft that are
not required for the maintenance and/or modifications being done to the
aircraft and are not to be Installed on the aircraft becomes property of RSG
Aviation, unless otherwise noted and agreed upon before the aircrafts arrival.
11. All RSG Aviation data provided at delivery Is to be considered proprietary
to RSG Avlation and Is not to be used for unintended purposes. This Includes,
but is not limited to dissemination of RSG wiring diagrams and all return to
service documentation.
12. Buyers of repair, maintenance, completion and overhaul work from RSG
are expected to comply with US Government Export Administration
Regulations and the International Traffic In Arms Regulations. By accepting
delivery of products or services from RSG, the Buyer is expressly assuming
responsibly for compliance with these regulations.
13. Force Majeum: RSG shall not be liable for any damage or destruction to
aircraft while It is being repaired or modified unless such damage or
destruction Is a direct result of willful misconduct by the managers of RSG.
RSG shall not be deemed to be In default by reason of, any failure to deliver
or delay In delivery due to any cause beyond its reasonable control. This Is to
be Interpreted to be Inclusive of, but not limited to, delays Incurred by fire,
the elements of war, lab" difficulties, Interruptions or shortages of
transportation facilities, Inability to obtain supplies or for any cause
Interfering with its production facilityorthose of its sauces of supply.
14. Helicopters left at the RSG facility for more than 30 days post activity will
Incur a $2,000.00 per month storage fee for each month or partial month.
Post activity is any period following completion of the work, or after
submission of a quote for repairs. Invoices for work not paid within 30 days
will Incur a 1.5% per month finance cha rge.
15. State or Federal taxes, if applicable, are not Included in this quote.
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ova netWaga�urea,nad e. dbeb,ed for• %uhei p�.peu aMrUw evax..,e rxi, prepe,N.
Paga2da
Vendor Services Agreement Page 11 of 18 41
Quote Number: 22O9.13
Bell SOS SN 65330
REM TASK DESCRIPTION NOTE QTY PART NUMBER ALT. P/N TOTAL PRICE
Provide Annual Support As Required By The FY/PD Flight Department. Each Support
Event Will Rem Iva An Itemimd Quote Against This Bud Bet As A Not To Exceed Ann�nl
'� R,000.00
Budget Without City Offclzl App ioel. Th is Includes Any Maintenace Req uest On Be O $
206/505 And ON Support.
Customer Name: FWD
Bell 505 SN 65330
SOS:deposh required:
•'Total due at completion:
11 Total due at campktion willlnclude any additional wank requested and any
applicable discounts extended.
•'State orFedeml faxes, yapplimble, are not Included in this quote.
Bank Information:
Bank of America
100 West 33rd Street New York NY 10001
Account Name: RSG Aviation, Inc
Account Number, 4M3463750e
ABA Number. 026009593
SWIFT Number: BOFAU53N
ASOAgnloo loc.
Accepted By:
Rotorcraft Studies Grow Customet Representative
Autlwrlsed Representative
.,er�s.v.raa
� .,a.�s...��e..+� e.e..aa m>nrn. u»e. ✓w eeme ..e
$ 72,000.00
$ 36,000.00
$ 36,000.00
Date
Paar3of3
Vendor Services Agreement Page 12 of 18
MR.
March08,2023 COMMERCIAL QUOTE NUMBER:
_%�0 220919
AVIATION INC. Sul F-lo:
aaos n rum u. ScPD
�� as Attn: Scan Park
farrwau. U 761 6 310Gultslream Rd, ft Worlh,11-26106
moor. nsaasosss Phone: 682.6668604
r.r: utsasosss Fill tomrNe.parW@furtworthtexafgov
....rowroaruvvxe>_rom
Dear Scott:
PSG Aviation Is pleased to submit for your review and approval the following quotation in response to your request to perform Customer requested Maintenance on your
Bell 505 SN fo5330 This quote provides cost and schedule information for the required effort and it outlines the basic terms and conditions of RSG's offer to f W PD.
Quote Number: 2209-14Total: $ 48,240.00
Quote Number: 2209.14 Grand Total: $ 48,240.00
RSG will provide Maintenance services to F W PD.
Price Estimates Exclude:
• Work over and above that which is stipulated In this proposal
• Fuel surcharges and Pilot costs
• OEM credits for returned cores
• AOG and/or Expedite Fees
All services outlined In this proposal will be performed at the Rotorcraft Services Group facilities In Fort Worth, Tens.
The estimated contract completion time Is Based On Scheduling Of Maintenance From FWPD Personnel excluding options. Should options be selected, completion time will be changed acrorr
• The quoted schedule Is based on current workload and is subject to change based on the arrival date of the aircraft at RSG's facilities.
• Schedule Is subject to OEM's and other supplier's lead limes and parts availability and other contingencies beyond RSG's control.
• Estimated completions tinges are based on business days and exclude customary US holidays.
Unless otherwise slated In the letter of transmittal, this quote is a Firm Fixed Price Offer and It Is valid for thirty (30) days from the date of quote.
NOTE:
• My discrepancies found during the rheckl—tiffmtion wH1 be submitted to the Customer forapprovel prior to any work being performed or pares being ordered
• THIS WORKSCAPE ONLY INCLUDES ROUTINE MAINTENANCE INSPECTIONS AND EXCLUDES ANY OVER AND ABOVE DISCREPANCIES. THESE WILL BE QUOTED BASED ON DISCOVERY
Keith Moreland
Director of Maintenance
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Vendor Services Agreement Page 13 of 18
Rail Aviadwlac
RSG Avlatlon, Inc.
Standard Terms and Condltlons
1. The cost for pilot services and fuel for the aircraft are not Included In the
quote. IF these service are provided by RSG the will be considered as an "over
and above charge" and billed and paid at the time the aircraft is delivered to the
customer.
2. If the schedule for repair, maintenance or completion of the aircraft exceeds
the manufacturer's specified time period that would require engine,
transmissions, gearboxes or other components to removed or preserved, RSG will
advise the customer of these requirements and provide a quote to perform these
services. The customer will be required to either approve these services or
provide written direction that preservation services arc not to be performed and
the customer will accept any risk.
3. A deposit Is required upon contract award. The balance of payment is due at
delivery and prior to the helicopter departure from RSG facility. Any delays in
schedule or deliveries outside RSG control, RSG may require progress payments
In addition to the 50% deposit. Payments will be made at the offices of PSG
Aviation ('RSG'), Fort Worth, Tarrant County, Texas, by certified funds or wire
transfer.
4. If during RSG's Inspection orwork on the aircraft additional work is Identified
as either recommended or required for airworthiness, RSG will prepare and
submit a proposal supplement to the customer for approval. The proposal will
Identify the cost of the additional work as well as the any schedule adjustments
necessary. Depending on the scope and dollar value of the additional work an
additional deposit from the customer may be required before the additional
work an begin.
S. The estimated contract completion time Is stated on page 1, with a four (4)
weeks advance notice. This does not Include repair time for over and above
discrepancy repairs, or customary US holMays. It Is also based on helicopter
OEM's and other supplier's lead times and parts avallability at the time of this
quote. The quoted schedule is based on current workload and Is subject to
change based on the arrival date of the aircraft at RSG's facilities. Any
unforeseen FAA certification requirements may affect the schedule. The delivery
schedule may be optimized by having the contact executed and deposit in place
30 calendar days prior to the helicopter arriving at RSG. Contract completion time
may Improve If the current lead times are expedited.
6. Contract schedule begins when both the Signed quote and Fifty Percent (50%)
Deposit has been received at RSG.
7. AOG orderstatus and Priority Shipping are outside of our quoted pricing.
AOG upgrades are made only at customer request and will be subject to the
following premium: OEM ♦ 15%and Shipping Cost +20%.
8. The customer Is ultimately responsible for any Rams submitted for OEM
warranty consideration and/or care exchange values. Credit for these items
will be provided once received from the OEM.
9. Delivery dates might be affected due to Manufacturer stock levels and are
subject to change without notice. Returns might be subject to restocking
fees, special orders may not be returned, and all returns are subject to
Inspection and acceptance.
10. All equipment, parts or components removed from the aircraft that are
not required for the maintenance and/or modifications being done to the
aircraft and are not to be Installed on the aircraft becomes property of RSG
Aviation, unless otherwise noted and agreed upon before the almrafts arrival.
11. All RSG Aviation data provided at delivery Is to be considered proprietary
to RSG Aviation and Is not to be used for unintended purposes. This Includes,
but Is not limited to dissemination of RSG wiring diagrams and all return to
service documentation.
12. Buyers of repair, maintenance, completion and overhaul work from RSG
are expected to comply with US Government Export Administration
Regulations and the Intemational Traffic In Arms Regulations. By accepting
delivery of products or services from RSG, the Buyer Is expressly assuming
responsibly for compliance with these regulations.
13. Force Majeure: RSG shall not be liable for any damage or destruction to
aircraft while It is being repaired or modified unless such damage or
destruction is a direct result of willful misconduct by the managers of RSG.
RSG shall not be deemed to be In default by reason of, any failure to deliver
or delay in delivery due to any cause beyond its reasonable control. This Is to
be Interpreted to he Inclusive of, but not limited to, delays Incurred by fire,
the elements of war, labor difficulties, Interruptions or shortages of
transportation facilities, inabllity to obtain supplies or for any cause
Interfering with its production facility orthcee of its sources of supply.
14. Helicopters left at the RSG facility for more than 30 days post activity will
Incur a $2,000.00 per month storage fee for each month or partial month.
Post activity Is any period following completion of the work or after
submission of a quote for repairs. Invokes for work not paid within 30 days
will Incur a 1.5% per month finance charge.
15. State or Federal taxes, if applicable, are not included In this quote.
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The do<umnt sad uuam.aan <aa.u,ed ae,<rn I<aaeMad ewah brew use d eu [usrmur W
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Vendor Services Agreement Page 14 of 18
Quote Number: 2209-14
Bell 505 SH 65330
HEM TASKDESCRIPTION NOTE CITY PART NUMBER ALT. P/N TOTAL PRICE
001.01 Perform The Following (I Year) Inspections On FWPD Bell 505 SN 65330Any KA's, AD%,,
or A58's Will Be Quoted At Time Of Maintenance Request.
i
j
'$ 8,000.00
50FH/1 Year Inspection—
r
,
100FH16 Month Inspection I
1
100FH/1Yarinspection 1
is "
I
II
100FH/I8 Month Inspection t
1—_.�_
I
f
$
_._.
300FH/3 Year Inspection
____
g
400FH/1 Year Inspection
is "
600FH/1 Yar Inspection
'
__________—__t____-.
Perform 1 Year Inspection
"
The Following Inspections On FWPO Bell 505 SN 65SWAny A's, AD'a,�
002.01 PerformK:
or ASS's VAII Be Quoted At Time Of Maintenance Request. I
—_�------'s
�f 4,800.00
I
Perform 2 Year Inspection
Perform2Year//60DFH Inspection
Perform 2Year//1200FH Inspection
.._
i
r
____.___.___—_
f
1 _
--------------t ____
js
(
-- — r$ ---
Perform Engine -600 Flight Hours/2 Years Inspection (change oil filterand oiQ - ----
00301 Perform The Fallowing Hourly Inspections On FWPD Bell 505 SN 65330Any ICRs,AD's,'
orASB's Will Be Quoted At Time Of Maintenance Request.
-
Perform 50 Flight Hours Airframe Inspection
{
t 400.00
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1n. ao<e....n a,a M•en...� ewxw n.,.a: urw.a xaarr a n.:,.. erux c,n�«.,a
R50 Ar1Won Inc .h,erv, e. asa.xM uue a aa.hMb ✓.rwiw wro+cuw U....x..x.aa, pew•+r
Page] R!
Vendor Services Agreement Page 15 of 18
kO
Quote Number: 2209-14
Bell 505 514 65330
ITEM TASK DESCFUPTION
NOTE CITY PART NUMBER ALT. P/N
TOTAL PRICE
Perform 100 F116t Hours Airframe Inspection
5
400.00
Perform 150 FOQst Hours Alrframe Inspection
$
240.00
Perform 200 FY4ht HoursAirframe Inspection
;$
j
$20.00
- ---_
Perform300F4ght Hours AlrfmmelnspecUon
$
5,440.00
Perform 400 Flight Hours Airframe Inspection
i
- I$
960,00
Perform 500 Flight Hours Airframe Inspection
�$
480.00
Perform 600 Flight HoursAirframe Inspection
$
11,200.00
Perform Avionics Inspections an Bell 505 and Bell 206
�$
15,360.00
FAR91AII
$
240.00
FAR91A33
240,00
FAR 93207
$
150.00
---
Camp MonthNMonBorN[ -
- - 1 ., $
4600.00
Discount -Camp Monthly MonBorin[
-1 �$
(1,600.00)
---- - -
- Quote Subtotal(wlthout options): $
48,240.00
Options Subtotal: $
Quote#2209-14 Grand TWl(USD): $
48,240.00
Quote Number: 2209-14
Customer Name: FWPD
Bell 505 SN 65330 $ 48,240.00
50% deposit required: $ 24,120.00
• •Total due at completion:
$ 24,120.00
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Vendor Services Agreement Page 16 of 18
Quote Number: 2209-14
Bell S05 SN 65330
ITEM TASK DESCRIPTION 1107E OTY PART NUMBER AM P/N TOTAL PRICE
a s Total due at completion »ill Include any additional work requested and any
applicable discounts extended.
•*Nate or Federal foxes, i/applicable, are not Inrkrded In this quote.
Bank Information:
Bank of Amerka
100 West 33rd Street New York, NY 10001 A—pted By:
Account Name: RSG Aviation, Inc. ,fib ;.sLlr�lrnG
Account Number: 488034637508 Rotosrraft S",.s Group Customer Repeesenta0ve Date
ADA Number: 026OD9593 Authaised Repuescntative
SWIFT Number: BOFAUS3N
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Vendor Services Agreement Page 17 of 18
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
RSG AVIATION, INC
3901 N MAIN ST HGR 2S
FORT WORTH, TX 76106
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name: N cc / sa l4 Z"-✓
Position: di r t k o r� �� ►' � a '`
Signature
2. Name: k4 Ge_ (l{f 0
Position: th c e
Si ature
3. Name:
Position:
Signature
Name:
Signature of President / CEO
Other Title:
Date:
Vendor Services Agreement