HomeMy WebLinkAboutContract 59530City Secretary Contract No. 59530
FORTWORTH,
"*411
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 UNIFIRST CORPORATION ("Vendor"), a
Massachusetts Company and acting by and through its duly authorized representative, each individually
referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Vendor will provide mats, mops, towels, and fender covers for City of
Fort Worth departments on an "as needed" basis, as set forth in more detail in Exhibit "A," attached hereto
and incorporated herein for all purposes.
2. Term. This Agreement begins on August 8, 2023 ("Effective Date") and expires on
August 7, 2024 ("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 four (4) one-year renewal option(s) (each a "Renewal Term").
3. Comuensation. 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 -One Thousand Dollars and 00/100
($91,000.00). 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-aDDropriation 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
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
OFFICIAL RECORD
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UniFirst Corporation
FT. WORTH, TX
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 will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right 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. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
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
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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.
Liabilitv 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 OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
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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 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
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$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): ❑ Applicable ❑ N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Reauirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
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Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
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
���"I is
UniFirst Corporation
Jonathan Venable, Market Service Manager
2900 N Beach Street
Haltom City, TX 76111
Facsimile: (817) 834-7490
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
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18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
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 Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate 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 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 Authoritv. 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 Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full -
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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 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
B b. Bur�'l 7�
y. Dana Burghdoff(n2, 202 4:v CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: 06/02/2023
APPROVAL RECOMMENDED:
`o
By; Steve ke (Jun 1, 202315:02 CDT)
Name: Steve Cooke
Title: Property Management Director
ATTEST:
By: (�
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
QF FOpT °'a
Oro 9d0
d°= ez4
aaa4q�Xos6gq
UniFirst Corporation
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By: 11
Name: MCR$29 SER
Title: Market Service Manager
Date: 05/25/2023
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
uGraha Gr�ua�a oh beG�aGf of �eilcte GaYcla
By: Eliana Guevara on behalf of Denise Garcia lJun 1.2231 .42 CDTI
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By: -A&I. ✓i z
Name: Matthew A. Murray
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
1. SCOPE
1.1. This Agreement is for the rental of Mats, Mops, Towels and Fender Covers for All City
Departments on weekly, bi-weekly, and monthly or "as needed" basis.
1.2. The City is obligated to pay for only those services actually ordered by an authorized City
employee and then received as required and accepted by the City.
1.3. Additional services of the same general category that could have been encompassed in the award
of this Agreement, and that are not already in the Agreement, may be added based on the discount
bid and price sheet provided with the bid.
1.4. 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.
1.5. Any 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.
2. VENDOR RESPONSIBILITIES
2.1. The Vendor shall supply, pick-up, exchange and clean items on a bi-weekly, weekly and/or
monthly basis as requested by each location.
2.2. The Vendor shall replace worn/ruined/ripped items without any charges other than rental cost.
Any items exchanged shall not be subject to additional charges other than rental cost. The City
shall only pay for items specifically instructed by the City other than rental cost.
2.3. The Vendor shall supply and replace any lost or missing item(s) when notified by the Department
immediately. The Vendor shall bill supply cost as specified on the bid.
2.4. The Vendor shall provide unit prices that include the prices for all miscellaneous jobs and
deliveries not specifically mentioned that is deemed essential to perform the services outlined in
the solicitation. Unit prices shall include all associated costs, not limited to material, equipment,
labor, fuel and delivery. No additional charges will be accepted or paid by the City.
2.5. The Vendor shall be responsible for familiarizing themselves with the work to be performed in in
order to be fully aware of the scope of the services required. Failure to understand the
specifications will not relieve the Vendor from performing in accordance with the intent and
meaning of the specifications at the contracted price.
Vendor Services Agreement Page 11 of 17
UniFirst Corporation
3. VENDOR RESPONSIBILITES
3.1. Vendor agrees to furnish all tools, equipment, supplies, superintendence, transportation and other
accessories, service and facilities and provide and perform all necessary labor in a substantial and
workmanlike manner in accordance with the provisions of the Contract.
3.2. The Contract will be based on weekly, bi-weekly and /or monthly cycling system to provide clean
towels, mops, mats and fender covers, the pick-up, cleaning, repair and return of such items. The
Vendor will modify or adapt services to insure operating conditions for such a service system for
the various departments.
3.3. Vendor shall furnish laundry bags for storing soiled goods and/or storage for cleaned items.
3.4. Any item rejected for use by the City shall be replaced promptly by the Vendor to the satisfaction
of the City at no cost.
3.5. Vendor shall identify a representative of their company who will be responsible for the City's
needs.
3.6. Vendor shall provide, throughout the contract term, inventory and delivery processes to supply on
demand any article discrepancies of miss -deliveries, emergency replacements and temporary adds
with 24 hours of special request from authorized City department representatives.
3.7. Mats
3.7.1. All mats shall be approximately 3' to 4' in size. Rental rate and replacement cost shall be in
accordance with the Payment Schedule, Exhibit B.
3.7.2. Vendor shall provide pricing and specifications for all mats available.
3.7.3. All mats shall be rubber backed heat twisted nylon.
3.7.4. Mats shall be slate gray, black or brown in color specifics sizes and quantities shall be listed
within the bid specification.
3.7.5. Mats shall be exchanged on -site and or not subject to any other charges other than rental
rate. Walk mats shall be approximately 3' to 4' in size.
3.7.6. Vendor shall place walk mats in designated locations. These locations shall be established
by authorized department personnel during the initial setup.
3.7.7. Quantities and sizes of mats may be subject to change as ordered and approved by the City
Departments.
3.8. Treated Dust Mons
3.8.1. Sizes must be 24", 36" or 48" wide. Billing for mops shall be on an "as used' basis and not
on an average inventory basis.
3.8.2. Vendor shall provide specification sheet for mops.
3.8.3. Mops shall be dust and lint treated and bagged individually.
Vendor Services Agreement Page 12 of 17
UniFirst Corporation
3.8.4. Mops shall be constructed of dust and lint free vat dyed fibrelok yarn.
3.8.5. Soiled mops shall be collected according to the department service schedule.
3.8.6. Dust mops are to be exchanged on -site and will not be subject to any other charges other
than rental rate.
3.9. Towels
3.9.1. Towels must be a minimum of 12" X 12" in size.
3.9.2. Vendor shall exchange towels on -site and will not be subject to any other charges other than
rental rate.
3.9.3. Vendor shall and have available various types of towels. (i.e. 100% Cotton, (Microfiber,
etc.)
3.9.4. Vendor shall provide four (4) labelled non-flammable containers for oily, soiled towel(s)
and mop per location. Or number of container(s) should match and equal amount of product
dropped off at each location until items are picked up.
3.10. Fender Cover
3.10.1. Shall be a minimum of 3' x 4' in size.
3.10.2. Fender covers shall be exchanged on -site and will not be subject to any other charges other
than rental rate.
4. START UP OUANTITIES
4.1. The quantities shall be determined by each location and shall be placed at the designated locations
with no initial set-up cost to the City.
5. CONTACT
5.1. Due to the unique nature of this Agreement specifications, the working relationship between the
City and Vendor is critical to its success. The Vendor shall have the ability and is required to
respond to all inquiries and issues in timely and professional manner. Failure to respond as
indicated shall result in the termination of this Agreement.
5.2. Vendor shall designate at least one (1) person as Point of Contact with office phone or cell phone
number and email for accessibility.
5.3. Vendor's Point of Contact shall respond to the City calls, voicemails and emails within one (1)
hour during normal business hours Monday — Friday 8:00am to 5:00pm.
6. UNIT PRICE ADJUSTMENT
6.1. Vendor may request a Price Adjustment based on Price Adjustment Verification up to one time
Quarterly. Price Adjustment means an unplanned or unanticipated change, upward or downward,
from the established contract price that is supported by demonstrated Price Adjustments shall not
Vendor Services Agreement Page 13 of 17
UniFirst Corporation
be allowed more frequently than once Quarterly. It is within the sole discretion of the City to
determine whether an adjustment is necessary and/or acceptable.
6.2. Quarterly means the City's Fiscal year quarters, being each of the three (3) month periods the first
of which begins October 1. Quarter (Q) 1: October 1— December 31; Q2: Jan 1— March 3 1 ; Q3P:
April 1 — June 30; Q4: July 1 — September 30.
6.3. 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 limited 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.
6.4. The Vendor must submit its Price Adjustment request, in writing, at least 60 days before the
effective period (1st day of a new quarter). The Vendor must provide all Price Adjustment
Justification, as defined above, at the time of its request for a Price Adjustment.
6.5. If the City, in its sole discretion, concludes that the requested Price Adjustment is unreasonable or
not fully supported by adequate Price Adjustment Justification, the City reserves the right to adjust
the rate increase, or reject the requested Price Adjustment in its entirety and allow the contract to
expire at the end of the contract term. If the City elects not to accept a requested Price Adjustment,
the Purchasing Division may issue a new solicitation.
6.6. Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors in
extensions or totals, the unit prices offered will govern.
6.7. Upon expiration of the Agreement term the successful bidder, agrees to hold over under the terms
and conditions of this Agreement for a reasonable period of time to allow the City to re -bid an
Agreement, not to exceed ninety (90) days. Vendor will be reimbursed for this service at the prior
Agreement rate(s). Vendor shall remain obligated to the City under all clauses of this Agreement
that expressly or by their nature extends beyond and survives the expiration or termination of this
Agreement.
6.8. Delivery of goods and/or services shall not be suspended by the Vendor without a 30-day prior
written notice to the Sr. Purchasing Manager.
6.9. Only Published price changes will be accepted. Prices that were in effect at the time of order
placement shall take precedence.
7. HAZADOUS CONDITIONS
7.1. The Vendor is required to notify the City immediately of any hazardous conditions and/or damage
to any property
Vendor Services Agreement Page 14 of 17
UniFirst Corporation
7.2. Hazardous materials shall be handled with care and workers shall wear Personal Protective
Equipment (PPE) while handling hazardous material. If there are questions regarding how to
dispose of materials, the Vendor shall contact City of Fort Worth Code Compliance at 817-392-
1234.
8. CONTRACT ADMINISTRATION AND TERMINATION
8.1. Contract administration will be performed by the City Department. In the event the Vendor fails to
perform according to the terms of the agreement, The Department head or his/her designee will
notify the Vendor, in writing, of its failures. A meeting may be arranged to discuss the Vendor's
deficiencies. A written cure notice may be prepared giving the Vendor 14 calendar days to cure any
deficiency.
8.2. In the event the Vendor continues with unsatisfactory performance, the department will promptly
notify the Sr. Purchasing Manager who will take appropriate action to cure the performance
problem(s), which could include cancellation, termination for convenience or default. If the
agreement is terminated for default, the Vendor may be held liable for excess cost and/or liquidated
damages.
8.3. The Vendor will be paid only those sums due and owing under the agreement for services
satisfactorily rendered, subject to offset for damages and other amounts which are, or which may
become, due and owing to the City.
8.4. The City reserves the right to terminate this agreement, or any part hereof, for its sole convenience.
In the event of such termination, the Vendor shall immediately stop all work hereunder and shall
immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms
of this agreement, the Vendor shall be paid a percentage of the agreement price reflecting the
percentage of the work performed prior to the notice of termination, plus reasonable charges the
Vendor can demonstrate to the satisfaction of the City using its standard record keeping system,
have resulted from the termination. However, in no event shall the total of all amounts paid to the
Vendor exceed the agreement price. The Vendor shall not be reimbursed for any profits which may
have been anticipated, but which have not been earned up to the date of termination.
Vendor Services Agreement Page 15 of 17
UniFirst Corporation
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Line No.
Line Items
UOM
Qty
Exchange & Rental Price
Extended Price
1
BAG RACK -EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.00
$0.00
2
BAG RACK -EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
364
I $0.00
$0.00
3
BAG RACK -EXCHANGE & MONTHLY RENTAL
MONTHY
$0.00
$0.00
4
FENDER/SEAT COVERS 60X- EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.75
$2 418 00
5
FENDER/SEAT COVERS 60X- EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
3224
I $1.10
$3,546.40
6
FENDER/SEAT COVERS 60X- EXCHANGE & MONTHLY RENTAL
MONTHY
$1.65
$5,319.60
7
LAUNDRY BAGS -SPECIAL- EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.00
$0.00
8
LAUNDRY BAGS -SPECIAL- EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
572
I $0.00
$0.00
9
LAUNDRY BAGS -SPECIAL- EXCHANGE & MONTHLY RENTAL
MONT14Y
$0.00
$0.00
10
MAT 3X5 EXCHANGE & WEEKLY RENTAL
WEEKLY
$1.40
$387.80
11
MAT -3X5 EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
277
I $2.00
$554.00
12
MAT -3X5 EXCHANGE & MONTHLY RENTAL
MONTHLY
$3.00
$831.00
13
MAT - 3X10 EXCHANGE & WEEKLY RENTAL
WEEKLY
$2.78
$200.16
14
MAT - 3X10 EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
72
I $3.50
$252.00
15
MAT -3XI0 EXCHANGE & MONTHLY RENTAL
MONTHLY
$6.20
$446.40
16
MAT 4X6 EXCHANGE & WEEKLY RENTAL
WEEKLY
$220
$770.00
17
MAT 4X6 EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
350
I $2.95
$1,032.50
18
MAT 4X6 EXCHANGE & MONTHLY RENTAL
MONTHLY
$4.90
$1,715.00
19
MAT 3X5 SCRAPER EXCHANGE & WEEKLY RENTAL
WEEKLY
$1.20
$12.00
20
MAT 3X5 SCRAPER EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
10
I $1.80
$18.00
21
MAT 3X5 SCRAPER EXCHANGE & MONTHY RENTAL
MONTHLY
$2.70
$27.00
22
MAT 4X6 SCRAPER EXCHANGE & WEEKLY RENTAL
WEEKLY
$2.50
$5.00
23
MAT 4X6 SCRAPER EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
2
I $3.00
$6.00
24
MAT 4X6 SCRAPER EXCHANGE & MONTHLY WEEKLY RENTAL
MONTHLY
$4.50
$9.00
25
MOPS WET MOP HANDLE -WOODEN 60% EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.00
$0.00
26
MOPS WET MOP HANDLE -WOODEN 60% EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
156
I $0.00
$0.00
27
MOPS WET MOP HANDLE -WOODEN 60% EXCHANGE & MONTHLY RENTAL
MONTHLY
$0.00
$0.00
28
MOPS -COLLAR, FRAME WITH HANDLE 24 INCH EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.00
$0.00
29
MOPS -COLLAR, FRAME WITH HANDLE 24 INCH EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
52
I $0.00
$0.00
30
MOPS -COLLAR, FRAME WITH HANDLE 24 INCH EXCHANGE & MONTHLY RENTAL
MONTHLY
$0.00
$0.00
31
MOPS -COLLAR, FRAME WITH HANDLE 36 INCH- EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.00
$0.00
32
MOPS -COLLAR, FRAME WITH HANDLE 36 INCH- EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
260
I $0.00
$0.00
33
MOPS -COLLAR, FRAME WITH HANDLE 36 INCH- EXCHANGE & MONTHLY RENTAL
MONTHLY
$0.00
$0.00
34
MOPS -COLLAR, FRAME WITH HANDLE 48 INCH- EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.00
$0.00
35
MOPS -COLLAR, FRAME WITH HANDLE 48 INCH- EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
52
I $0.00
$0.00
36
MOPS -COLLAR, FRAME WITH HANDLE 48 INCH- EXCHANGE & MONTHLY RENTAL
MONTHLY
$0.00
$0.00
37
MOPS-MICROFIBER WET MOP 18 INCH - EXCHANGE & WEEKLY RENTAL
WEEKLY
$1.40
$420.00
38
MOPS-MICROFIBER WET MOP 18 INCH - EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
300
I $2.10
$630.00
39
MOPS-MICROFIBER WET MOP 18 INCH - EXCHANGE & MONTHLY WEEKLY RENTAL
MONTHLY
$3.15
$945.00
40
MOPS -UNFRAMED 24 INCH - EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.60
$124 80
41
MOPS -UNFRAMED 24 INCH - EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
208
I $0.90
$187 20
42
MOPS -UNFRAMED 24 INCH - EXCHANGE & MONTHLY RENTAL
MONTHLY
$1.35
$280.80
43
MOPS -UNFRAMED 36 INCH - EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.75
$390.00
44
MOPS -UNFRAMED 36 INCH - EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
520
I $1.15
$598.00
Vendor Services Agreement Page 16 of 17
Unifirst Corporation
45
MOPS -UNFRAMED 36 INCH - EXCHANGE & MONTHLY WEEKLY RENTAL
MONTHLY
$1.75
$910.00
46
MOPS -UNFRAMED 48 INCH - EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.96
$99.84
47
MOPS -UNFRAMED 48 INCH - EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
104
$1.45
$150.80
48
MOPS -UNFRAMED 48 INCH - EXCHANGE & MONTHLY WEEKLY RENTAL
MONTHLY
$2.15
$223.60
49
TOWELS MICROFIBER MULTI PURPOSE - EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.15
$468.00
50
TOWELS MICROFIBER MULTI PURPOSE - EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
3120
$022
$686.40
51
TOWELS MICROFIBER MULTI PURPOSE - EXCHANGE & MONTHLY RENTAL
MONTHLY
$0.33
$1,029.60
52
WET MOP LARGE WITH RED BAND 24 - EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.60
$249.60
53
WET MOP LARGE WITH RED BAND 24 - EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY I
416
$0.90
$374.40
54
WET MOP LARGE WITH RED BAND 24 - EXCHANGE & MONTHLY RENTAL
MONTHLY
$1.35
$561.60
55
WIPERS 18X18 BAGGED - EXCHANGE & WEEKLY RENTAL
WEEKLY
$0.12
$9,734.40
56
WIPERS 18X18 BAGGED - EXCHANGE & BI-WEEKLY RENTAL
BI-WEEKLY
$0.18
I
81120 I
$14,601.60
57
WIPERS 18X 18 BAGGED - EXCHANGE & MONTHLY RENTAL
MONTHLY
$027
$21,902.40
58
EXCHANGE &RENTAL FEES
EA
%8
$0.00
Grand Total
$72,117.90
A bid of "0" will be interpreted by the City as a no -charge (free) item and the City will not
expect to pay for that item. A bid of "no bid" or no response (space left blank) will be
interpreted by the City that the Offeror does not wish to bid on that item. Be advised, a "no
bid" or no response may be considered as non- responsive and may result in
disqualification of this bid.
Vendor Services Agreement Page 17 of 17
UniFirst Corporation