HomeMy WebLinkAboutContract 59654CSC No. 59654
FORTWORTH,
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 ARMSTRONG ARCHIVES, LLC ("Vendor"),
a Limited Liability 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. Scone of Services. Vendor will provide archival storage and delivery services for the Fort
Worth Public Library ("FWPL") ("Services"), which are set forth in more detail in Exhibit "A," attached
hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one (1) year, beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement. 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 options (each a
"Renewal Term").
Compensation.
3.1 Total compensation under this Agreement will not exceed one hundred fifty-four
thousand two hundred five dollars ($154,205.00) annually. Pricing schedule, set forth in more
detail in Exhibit `B," is attached hereto and incorporated herein for all purposes.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit "B."
3.3 Pricing schedule, as defined in Exhibit "B," is subject to an increase based upon
the Consumer Price Index ("CPI") for goods and services rate, on the annual anniversary date of
the agreement.
3.4 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional 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 -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
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FT. WORTH, TX
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
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.
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7. Indenendent 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
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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPREENTATIVES,
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 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
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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 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
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and 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 Assisnment. 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
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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
$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 Reurrements
(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
City in accordance with the notice provision of this Agreement.
(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.
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(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. ComDliance with Laws. Ordinances. Rules and ReLyulations. 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
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
To VENDOR:
Armstrong Archives, LLC
Attn: President
1515 Crescent Drive
Carrollton, Texas 75006
Facsimile:
14. Solicitation of Emulovees. 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.
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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.
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 and B.
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
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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
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"
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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-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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City of Fort Worth & Armstrong Archives, LLC Page 9 of 15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City: Vendor:
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By: op�� By: Sherri Taylor (Ju�023 21:50 GMT)
Jesica McEachern Sherri Taylor
Assistant City Manager President
Date: 06/23/2023 Date: 06/21/2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
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responsible for the monitoring and administration
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of this contract, including ensuring all
By:
performance and reporting requirements.
Marilyn Marvin
Interim Library Director
By: Timothy Shidal (Jun 21, 2023 12:46 CDT)
Approved as to Form and Legality:
Timothy Shidal
Administrative Services Manager
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City Secretary: 0
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By:
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Andrea Phillips
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Assistant City Attorney
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Ordinance No. 24161-04-2020
By:
Jannette Goodall
Contract Authorization:
City Secretary
M&C: 23-0457
Form 1295:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Service Agreement
City of Fort Worth & Armstrong Archives, LLC Page 10 of 15
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide archival storage for the Fort Worth Public Library. This scope of services consists of
two phases.
The initial phase, Phase 1, includes the one-time pick up, inventory, transportation, and storage of currently
archived items from the City of Fort Worth's Central Library located at 500 W. 3rd St. Fort Worth, 76102
to the Vendor's storage facility.
The Vendor's storage facilities are located:
• Main Facility and Offices - 1515 Crescent Drive, Carrollton, TX 75006
• Additional Warehouse -1500 Crescent Drive, Carrollton, TX 75006
• Additional Warehouse - 1400 Crescent Drive, Carrollton, TX 75006
• Additional Warehouse - 1405 Crescent Drive, Carrollton, TX 75006
• Additional Warehouse - 1411 Crescent Drive, Carrollton, TX 75006
It is estimated that there are roughly fifteen thousand (15,000) archive items, or seventeen thousand eight
hundred sixty-five (17,865) cubic feet of storage, that will be initially transferred to the Vendor's climate -
and humidity -controlled facility. Vendor's facility has enough warehouse square footage to store all
inventory items and additions with standard archive shelving.
It is estimated that the Fort Worth Public Library will add additional archive items to the Vendor's facility
at an approximate rate of 330 cubic feet per year.
The second phase, Phase 2, outlines the delivery and transfer services of archival items to and from the
Vendor's storage facility to the Fort Worth Public Library located at 501 Bolt St. Fort Worth, 76110.
Vendor Facility Requirements:
Vendor shall store the boxes and/or files at facilities located in the Fort Worth/Dallas metro area. The
storage location shall be climate -controlled and shall be maintained at or below 70' Fahrenheit with relative
humidity between 35-50%.
Vendor facilities are concrete slab, tilt wall construction, and 100% fire -protected with wet sprinkler
systems. Security monitoring is 24/7 and accessible via internet interface in real time. All buildings are
equipped with cameras and motion detectors both internally and externally. All facility access is via
keycode lock that records each individual access. All camera and access data is recorded and maintained
indefinitely for review. All property is treated monthly for pest control, and inspected annually for fire -
protection compliance.
Vendor Service Agreement — Exhibit A
City of Fort Worth & Armstrong Archives, LLC Page 11 of 15
EXHIBIT A
SCOPE OF SERVICES - PHASE I
The tentative schedule for relocating the initial collection of archive items to the Vendor's facility is June
19, 2023 through November 1, 2023, for an estimated total of ninety (90) work days. This schedule will
be confirmed and verified by the parties once the Agreement has been executed.
Parties estimate that approximately two hundred fifty (250) to four -hundred (400) boxes can be relocated
per work day.
Transferring Archive Items to Vendor Facility:
Vendor will provide two full-time employees, including one manager and warehouse/driver/loader, that
will work side -by -side with the Fort Worth Public Library team. Vendor will learn City processes,
requirements, and any specialty needs for archive storage.
• Vendor will report to the Central Library every day with a delivery truck capable of holding the
estimated number of items to be relocated and all supplies needed to complete the daily shipment.
Supplies may consist of labels, special boxing materials, barcode scanners, etc.
• Vendor will assist City in the boxing, indexing, and labeling of archive items being relocated. Each
box will have a unique Vendor barcode label. Each Vendor barcode label will be recorded into a
Microsoft Excel spreadsheet along with the Fort Worth Public Library barcode numbers for all items
placed within the box.
• Vendor will also be prepared to assist in boxing and tagging special items such as artwork, architectural
displays, maps, etc.
• Boxes may be sorted by item type. For example: any items requiring special handling such as oversized
boxes with files that need indexing, etc.
• Each daily delivery, or load of boxes, will have a flash drive containing the inventory list of items. The
inventory list will only be for the load of boxes transferring to Vendor's facility for that day.
Unloading Archive Items at Vendor Facility:
When the delivery truck arrives at the Vendor's facility with the daily load of boxes, all items will be
unloaded promptly and placed in the climate -controlled area.
• The inventory spreadsheet will be downloaded into the Vendor's inventory system, and the boxes will
be scanned to a location and matched with the downloaded file.
• If any inventory discrepancies are identified, they will be managed and reconciled on the same day.
• Once the items have been fully reconciled, descriptive information will then be imported into the
inventory system to complete the item listing.
• When the listing is complete, the item will be accessible to authorized Fort Worth Public Library staff
through the Vendor's website portal.
Vendor Service Agreement — Exhibit A
City of Fort Worth & Armstrong Archives, LLC Page 12 of 15
EXHIBIT A
SCOPE OF SERVICES - PHASE 2
Vendor will provide training to FWPL staff on how to request delivery and pickup of items after the
completion of the first phase. Vendor will also provide on -going training for the FWPL staff via the
Vendor's website.
Vendor shall provide instructions on how to contact the Vendor's Customer Service Center for issue
resolutions.
Vendor shall provide pickup and delivery services for archive items after the first phase has been
completed to include:
• Standard delivery and pickup of items will be completed within forty-eight hours. Next day and same
day service is available upon request.
• Pickup and delivery requests from authorized FWPL staff only. Archive items may be delivered
during FWPL regular business hours of 10:30 a.m. to 5:00 p.m. Tuesday through Thursday, and 9:30
a.m. to 5:00 p.m. Friday. Saturday delivery is available at "Emergency Service" rates. Vendor must
not deliver archive items on FWPL holidays.
• Combined delivery and pickup of boxes into single trips upon request.
Vendor Service Agreement — Exhibit A
City of Fort Worth & Armstrong Archives, LLC Page 13 of 15
EXHIBIT B
PRICING SCHEDULE
Vendor will not charge any fees for our services during the account setup and the first phase. Storage fees
and ongoing service fees will begin after the initial move is complete. The only charges City will incur
during the transition period will be for any special supplies requested, such as specialty boxes/containers,
etc. Once everything has moved and been accounted for, then standard pricing as outlined on this pricing
schedule will begin.
Vendor will invoice for storage services for the upcoming month. The invoice will also include supplies
and additional services for the prior month.
Itan Class-ftm:
I Chinate Controlled Storage (Rate per Month, per Cubit
Foot)
2 Regular Retrieval of Byes FrcHn Storage
3 Regular Return of Boxes to Storage
<z Regu tar Pick • Up andlor Deli leery Ne w or Return Fi les and
Boetes
Transportation Fee Included (Within 48 Elours of
Request) TolFroin FWEIC at 501 Bolt Street. Fcrt Worth,
TX 761 10 • Rim PIJ Trilp Fee
416 (k%IIwk0lIkigF'ct-A11 Del hvrks
5 Retriele a[ a nd Transfer of Files/Boxes/Map
Cases+Architectural Models From Current Storage
Location (Fort Worth Central
Library, 500 W 31rd St, Fort Worth, TX 761M
Add New Boxes to Storage faran Existing Account
7 Rush Retrieval • Storage Box Aller
E Iout VWee kendsrE Iolidays
Vendor Delivery - within 3 hours of request +IIiiw)IinIt
Fee
A Rush Retrieval - Storage Box AAer
E IoutifWeekendslE Iolidays
Custorrxr Pick•Up -within 3 hogs of request+ IIa&JIiij
Fte
Half -Day Pick-U'p andlor Delivery
J New or Returned Files and Boxes Transportation Fee +
1! Ilendling Fee
Vendor Service Agreement — Exhibit B
City of Fort Worth & Armstrong Archives, LLC
Estimated
Urit
Unit Rice
TdtaI
Quantity
19.000
Cu Ft
S
0-70
312,6011.00
i
550
ax
$
1.50
825.00
550
ax
S
1A0
$ 825.f10
I
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S
25.00
S 25.00
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Ca Ft
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S
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17A65
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Cu Ft
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S 'j95.00
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or
3 300.00
E 300.00
Delivery
Per Pickup
or
I
Deliyery
150.00
E 150.00
Per
1
Pickup or
S
40.00
E 40.00
Deli very
Page 14of15
10 Femami Willydraw:al of RccoAs Vcn&w Delivery #
ReIrkval Fee t Delivery dr Handling Fee
1 Permanent Wilhdmwal of Records Customer Pick-U
p + I 50
Retrieval Fee
Additional C'hargea (if Applicable)
12 I
Fuel Surcharges I
131 Labor--C-ma+lI r
#3b $killc&Cleri-ral Labor I
13c M� r'supmisor Labor
14 - 11
Data processing - Up ro 3 fields per rocord L
Recurring operation chaTgcs (nrkot he derined c lewly)
All-inclusive costs far access to Vendor's wcbsk (if ropy)
17 Report Charge- Special sorb" COSIS
18 Report Charge; Special li Ic iisiing o06ts
F20 Report CIG; Cggnppter listing chess
Report Charge: Inilial setup
I 2 i Report Charge; Uavmlvad Fees
Supply Cast: Vendor's her coda
Supply Cosl: Transmittal Sheets
24 supply C05t: File labels
23 Supply Coat' Boxes - Standard Rrurxd Drions Bundle of 25 1
26 Supply Coss; Any other applicable supplies not 16W
27
All odtarmana"ent fees not cneompmsed in the above
Vendor Service Agreement — Exhibit B
City of Fort Worth & Armstrong Archives, LLC
Cubic Foot S 1.20
$
&M
Cubic Prior 5 1.20
40.O0
NIA SO.00
$0-00
Harr s 3s.00
#
3s-dal
Hsu 542.00
S
42-401
Haar 555.04
S
55.001
Fath S 0.30
S
030
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$0.001,
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$0.001—
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sun
54.00
00 � 54-001
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Bundle S 90.00
$90-00
NiA
$0.00
50,00
50.0�
TOTAL ANNUAL COST fi
154,205
Page 15 of 15
M&C Review
Page 1 of 3
A
CITY COUNCIL AGEND
Create New From This M&C
Official site of the City of Fort Worth, Texas
FoRT WORTH
REFERENCE **M&C 23- 13P23-0041 OFF -SITE
DATE: 6/13/2023 NO.: 0457 LOG NAME: ARCHIVE STORAGE EC
LIBRARY
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 9) Authorize Execution of a Purchase Agreement with Armstrong Archives, LLC. for
Off -Site Archive Storage for the Library Department in an Annual Amount Up to
$154,205.00 and Authorize Four One -Year Renewals for the Same Annual Amount
RECOMMENDATION:
It is recommended that the City Council authorize execution of a purchase agreement with Armstrong
Archives, LLC., for off -site archive storage for the Library Department in an annual amount up to
$154,205.00 and authorize four, one-year renewals for the same annual amount.
DISCUSSION:
The Library Department approached the Purchasing Division to finalize an agreement for providing off -
site archive storage facilities and services. To procure these items, Purchasing issued a Request for
Proposal (RFP) No. 23-0041 describing the specifications needed by the Library Department. This
agreement will be used to move archival items out of the Central Library and into an off -site archive
storage facility. The agreement will also provide for services to move archived items from storage to
the Fort Worth History Center and back to storage, as needed.
The RFP was advertised in the Fort Worth Star -Telegram for six (6) consecutive Wednesdays, March
8, 2023, March 15, 2023, March 22, 2023, March 29, 2023, April 5, 2023, and April 12, 2023.
The City received four (4) responses. One bid (Veritrust, Inc.) was withdrawn due to prior obligations
making it impossible for the Vendor to commit to the time frame to have all items removed from the
Central Library.
An evaluation panel comprised of members of the Library Department and the City Secretary's Office
reviewed and scored the submittals using the Best Value criteria.
The individual scores were averaged for each of the criteria and the final scores are listed in the table
below.
Proposer IlEvaluation Factors I
I Ila Ilb III Ild Ile IlTotalllRankl
(Armstrong Archives, LLC Ill4.671114.00119.001113.001116.001166.67II 1 1
Displays LLC dba Displays I8.67 9.33 8.50 8.67 I0.00 35.17
Fine Art Services
VRC Companies, LLC dba I8.00 9.33 8.00 10.00 0.00 35.33
Vital Records Control
* Displays LLC and VRC Companies, LLC. did not achieve the minimum of 37.5 points for technical
compliance with the scope of work and, therefore, did not receive a ranking.
Best Value Criteria:
a) Contractor's Qualifications and Experience
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M&C Review Page 2 of 3
b) Methodology and Approach to Performing Services
c) Resources (Personnel Available)
d) Resources (Equipment/Storage Facility)
e) Cost of services
After evaluation, the panel concluded that Armstrong Archives, LLC. presents the best value for the
City. Therefore, the panel recommends that Council authorize an agreement with Armstrong Archives,
LLC. Staff certifies that the recommended vendor's bid met specifications.
FUNDING: The maximum amount allowed under this agreement will be $154,205.00; however, the
actual amount used will be based on the need of the department and available budget. Funding is
budgeted in the Other Contractual Services account of the Library Department's rollup within the
General Fund.
DVIN-BE - The initial estimated bid amount for this procurement was less than $100,000.00;
therefore, a Business Equity goal was not applicable.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire in one year from that date.
RENEWAL TERMS: This agreement may be renewed for up to four (4) additional, one-year terms.
This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated, in the General Fund. Prior to an expenditure
being incurred, the Library Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for Citv Manager's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
Program Activity Budget
Reference #
Year
(Chartfield 2)
Program Activity Budget
Reference #
i Year
(Chartfield 2)
Reginald Zeno (8517)
Jesica McEachern (5804)
Reginald Zeno (8517)
Marilyn Marvin (7708)
Jo Gunn (8525)
Amount
Amount
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31085&councildate=6/13/2023 6/14/2023
M&C Review
Page 3 of 3
Eugene Chandler (2057)
I_'%&fAel:I►i14ik&I
13P23-0041 OFF -SITE ARCHIVE STORAGE EC LIBRARY funds availabilitv.Ddf (CFW Internal)
Armstrona Archives SAM.Ddf (CFW Internal)
Armstrona. Citv of Fort Worth Form 1295.Ddf (CFW Internal)
Offsite Storaae for Citv Archives FID Table.xlsx (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31085&councildate=6/13/2023 6/14/2023