HomeMy WebLinkAboutContract 58745-A1CSC No. 58745-A1
FIRST AMENDMENT AND RESTATEMENT OF
CITY SECRETARY CONTRACT NUMBER 58745
A VENDOR SERVICES AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND METRO CODE, LLC
This FIRST AMENDMENT AND RESTATEMENT OF CITY SECRETARY CONTRACT
NUMBER 58745 ("First Amendment and Restatement") 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 Metro Code, LLC ("Vendor"), a Texas limited liability company, acting by
and through its duly authorized representative, each individually referred to as a "party" and collectively
referred to as the "parties."
WHEREAS, City and Vendor entered into a Vendor Services Agreement for professional building
inspection services, City Secretary Contract Number 58745 ("Agreement"); and
WHEREAS, after execution of the Agreement City and Vendor discovered errors in the Agreement;
and
WHEREAS, City and Vendor desire to amend the Agreement to correct the errors and restate the
Agreement in its entirety;
NOW, THEREFORE, City and Vendor, acting herein by and through their authorized
representatives amend and restate the Agreement in its entirety as follows:
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Agreement for Vendor Services
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C - Verification of Signature Authority
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES,
Vendor agrees to perform professional building inspection services for compliance with the City's
Codes for the Development Services Department ("Services"). Attached hereto and incorporated for all
purposes incident to this Agreement is Exhibit "A," Scope of Services, more specifically describing the
Services to be provided hereunder.
2. TERM,
This Agreement shall begin on January 30, 2023 ("Effective Date") and shall expire on January 29,
2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
OFFICIAL RECORD
FIRST AMENDMENT AND RESTATEMENT OF CITY SECRETARY Page 1 of 17
CITY SECRETARY CONTRACT NUMBER 58745 FT. WORTH, TX
Metro Code, LLC
Following the Initial Term, there shall be two (2) one-year renewals at the City's sole option (each a
"Renewal Term"). The City shall provide Vendor with written notice of its intent to renew at least thirty (30)
days prior to the end of each term.
3. COMPENSATION.
The City shall pay Vendor in accordance with the fee schedule of the Vendor personnel who
perform Services under this Agreement in accordance with the provisions of this Agreement and Exhibit
"B," — Price Schedule. Total payment made under this Agreement for the first year by the City shall be in
the amount up to but not to exceed two hundred thousand dollars ($200,000.00). Vendor shall not
perform any additional services or bill for actual expenses related to work for the City not specified by this
Agreement unless the City requests and approves in writing the additional costs or expenses for such
services. The City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless the City first approves such expenses in writing.
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4.1. Written Notice.
The 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 the City in any fiscal period
for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement
shall terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to the 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, the City shall
pay Vendor for services actually rendered up to the effective date of termination and Vendor shall
continue to provide the City with services requested by the City and in accordance with this
Agreement up to the effective date of termination. Upon termination ofthis Agreement for any
reason, Vendor shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Vendor has received access to City
information or data as a requirement to perform services hereunder, Vendor shall return all
City provided data to the City in a machine-readable format or other format deemed acceptable
to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION,.
5.1 Disclosure of Conflicts. Vendor hereby warrants to the 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 the City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
that it shall treat all information provided to it by the City as confidential and shall not disclose any such
information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event, Vendor
shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that the City shall, until the expiration of three (3) years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have access
to and the right to examine at reasonable times any directly pertinent books, documents, papers and
records of the Vendor involving transactions relating to this Contract at no additional cost to the City.
Vendor agrees that the City shall have access during normal working hours to all necessary Vendor
facilities in order to conduct audits in compliance with the provisions of this section. The City shall give
Vendor reasonable advance notice of intended audits.
7. 1M=FNDFNT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this agreement, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and
be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and
subcontractor. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractor. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall
in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractor of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S
BUSINESSAND ANYRESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle,
or pay, at its own cost and expense, any claim or action against the City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if the 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 the City pursuant to this section, Vendor shall have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the 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 the City for infringement
arising under this Agreement, the City shall have the sole right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, Vendor shall fully participate and cooperate with the 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, the City's
assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City
under this Agreement. If the software and/or documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use
is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either:
(a) procure for City the right to continue to use the software and/or documentation; or (b) modify
the software and/or documentation to make it non -infringing, provided that such modification does
not materially adversely affect City's authorized use of the software and/or documentation; or (c)
replace the software and/or documentation with equally suitable, compatible, and functionally
equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if
none of the foregoing alternatives is reasonably available to Vendor, terminate this agreement,
and refund all amounts paid to Vendor by the City, subsequent to which termination City may
seek any and all remedies available to City under law.
9. ASSIGNMENT AND SIJRC ONTRAC",TING,
9.1 Assiimment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor
and assignee shall be jointly liable for all obligations of the Vendor under this Agreement prior to the
effective date of the assignment.
Subcontract. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement
with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by
the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply.
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
The Vendor shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Vendor, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned.
(c) Worker's Compensation
Statutory limits according to the Texas Worker's Compensation Act.
Employer's liability:
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.0 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of
$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to Professional
E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be
claims -made, and maintained for the duration of the contractual agreement and for two
(2) years following completion of services provided. An annual certificate of insurance
shall be submitted to the City to evidence coverage.
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the
City as an additional insured thereon, as its interests may appear. The term City
shall include its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager,
City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copiesto the
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 the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND RFGIII,ATIONS.
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 the City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND THE
CITY AND HOLD THE CITY HARMLESS FROM SUCH CLAIM.
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To the CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
To VENDOR:
Metro Code, LLC
Attn: Jennifer Killebrew
3880 Hulen St, Ste 400
Fort Worth, TX 76107
Facsimile: (817) 335-5733
With copy to City Attorney's Office at same address.
14. SOLICITATION OF FMPLOYEES.
Neither the City nor Vendor shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAM/ VENUE,
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
19. FORCE MAJEURE.
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, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COX SEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of eachparty.
23. CHANGE IN COMPANY OWNERSHIP.
Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purposes of maintaining updated City records. The president of Vendor or
authorized official must sign the letter. A letter indicting changes in 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 may adversely impact
future payments.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
25. WA ANTV OF Sj R1 VICF„Q,
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either
(a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the
warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor
shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. Vendor shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Vendor shall establish appropriate procedures and
controls so that no services will be performed by any employee who is not legally eligible to perform such
services. Vendor shall provide City with a certification letter that it has complied with the verification
requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due
to violations of this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement, collectively, "Work Product". Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation
or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and
all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights
therein, that the 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 the City.
28. PROHIBITION ON BOYCOTTING ISREAL.
If Vendor has fewer than ten (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 with 10 or
more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly
from public funds of the City 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" have the meaning ascribed to those terms
by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
Code is applicable to this Agreement, by signing this Agreement, the Vendor certifies that the
Vendor' signature provides written verification to the City that the Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of this Agreement.
29. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
The 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, the Vendor certifies that the Vendor's signature provides written verification to the City
that the Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
30. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
The 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 against a firearm entity or firearm trade
association," "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, the Vendor certifies that the Vendor's signature provides written
verification to the City that the 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.
31. 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.
32. SIGNATURE AUTHORITY.
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CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
33. FNT.RFTV OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between the 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.
34. COMPLIANCE WITH PIJRI JC INFORMATION ACT REQUESTS.
The requirements of Subchapter J, Chapter 552, Government Code, may apply to this
Agreement and Vendor agrees that the Agreement can be terminated if Vendor knowingly or
intentionally fails to comply with a requirement of that subchapter. Vendor acknowledges that section
552.371 of the Texas Government Code applies to this Agreement if. (1) this Agreement has a stated
expenditure of at least $1 million in public funds for the purchase of good or services by the City; or (2) this
Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or services
by the City in a fiscal year of the City. To the extent that section 552.371 of the Texas Government Code
applies to this Agreement, Vendor shall comply with section 552.372 of the Texas Government Code by: (1)
preserving all contracting information relating to this Agreement as provided by the records retention
requirements applicable to the City for the duration of the Agreement; (2) promptly providing the City any
contracting information related to this Agreement that is in the custody or possession of Vendor on request of
the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting
information related to the Agreement that is in the custody or possession of Vendor; or (b) preserving the
contracting information relating to the Agreement as provided by the retention requirements application to the
City.
[SIGNATURE PAGE FOLLOWS]
FIRST AMENDMENT AND RESTATEMENT OF Page 11 of 17
CITY SECRETARY CONTRACT NUMBER 58745
Metro Code, LLC
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective on the dates set forth in Section 2 above.
CITY OF FORT WORTH
a a ,r
By: Dana Burghdott(J 5,202 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
APPROVAL RECOMMENDED:
VENDOR
By.
Name: Jennifer Killebrew
Title: CEO
By:
Name: Evan Roberts
Title: Acting Assistant Director, Development Services
APPROVED AS TO FORM
AND LEGALITY:
By: RichardA McCracken (Jul 3, 202310:13 CDT)
Name: Richard A. McCracken
Title: Sr. Assistant City Attorney
CONTRACT AUTHORITZATION:
M&C: 23-0009
Form 1295 Certification: 2022-966315
ATTEST:
A A:" -
By:
Name: Jannette S. Goodall
Title: City Secretary
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.
By: C-�A6--a
Name: Evan Roberts
Title: Acting Assistant Director, Dev. Svs.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICEa
Vendor shall provide the City with professional building inspections of construction projects for
the compliance of the City's Codes. Vendor will provide inspections services, on an as needed basis,
when the City is unable to meet performance standards for permit applications made directly to the City.
The Services will include performance of inspection services for all structures governed by the
City's adopted construction codes and relevant zoning codes. Inspection results will be updated in Accela
on the same day as performed. Vendor shall provide professional building inspection services in the
following areas of residential and commercial construction:
1. ResidentialInsnections
New Construction, Additions, and Repair/Remodels may include any combination of the following
types:
1.1 Stake Out
1.2 Rough -Plumbing and Under Slab/Floors
1.3 Sewer and Water
1.4 Slab
1.5 Piers
1.6 Framing (including but not limited to):
1.6.1 Electric Rough
1.6.2 Mechanical Rough
1.6.3 Plumbing Top Out
1.6.4 Gas Rough
1.6.5 Building Framing
1.7 Final Inspection (including but not limited to):
1.7.1 Electrical Final
1.7.2 Mechanical Final
1.7.3 Plumbing Final
1.7.4 Gas Final
1.7.5 Building Final
1.8 Swimming Pool (including but not limited to):
1.8.1 Stake Out
1.8.2 Belly Steel
1.8.3 Ditch
1.8.4 Deck
1.8.5 Gas Rough
1.8.6 Pool Heater
1.8.7 Gas Final
1.8.8 Electric Final
1.8.9 Building Final
1.9 Retaining Wall
1.9.1 Stake Out
1.9.2 Piers/Foundation
1.9.3 Final
1.10 Accessory Buildings
1.10.1 Stake Out
1.10.2 Foundation
1.10.3 Final
1.11 Stand Alone Permits (including but not limited to any of the following):
1.11.1 Ordinance Inspection
1.11.2 T-Pole Inspection
1.11.3 Temporary Power
1.11.4 Water Heater Inspection
1.11.5 Fence Stake Out
1.11.6 Fence Final
1.11.7 Sewer Repair
1.11.8 Gas Test
1.11.9 Water Service Repair
1.11.10 Electric Service Repair
2. CommercialInsnections
New Construction, additions and repairs/remodels may include any combination of the following
inspection types:
2.1 Building
2.2 Stake Out
2.3 Partials
2.4 Concrete (consist of the following):
2.4.1 Piers
2.4.2 Grade Beams
2.4.3 Slabs
2.4.4 Tilt Wall
2.4.5 Masonry (consist of the following):
2.4.5.1 Brick Tie
2.4.5.2 Brick Ledge
2.4.5.3 Fireplace
2.5 Framing (consist of the following):
2.5.1 Floors
2.5.2 Walls
2.5.3 Sheathing
2.5.4 Ceilings
2.6 Insulation (consist of the following):
2.6.1 Floors
2.6.2 Walls
2.6.3 Ceilings
2.6.4 Roofs
2.7 Mechanical
2.7.1 Mechanical Duct
2.7.2 Mechanical Wall
2.7.3 Mechanical Rough
2.7.4 Mechanical Ceiling
2.7.5 Mechanical Grease Duct
2.8 Electrical
2.8.1 T-Pole
2.8.2 Slab
2.8.3 Underground
2.8.4 Wall
2.8.5 Partial Cleaning
2.8.6 Rough
2.8.7 Ceiling
2.8.8 Temporary Power
2.9 Plumbing
2.9.1 Rough
2.9.2 Top Out
2.9.3 Sewer Service
2.9.4 Water Service
2.9.5 Gas Rough
2.10 Fence/Retaining Wall (including one of the following):
2.10.1 Stake Out
2.10.2 Piers
2.10.3 Footing
2.10.4 Walls
2.11 Swimming Pool (including one of the following):
2.11.1 Stake Out
2.11.2 Pool Belly
2.11.3 Ditch
2.11.4 Deck
2.12 Stand Alone Inspections (include one of the following):
2.12.1 Mechanical A/C Condensers
2.12.2 Mechanical Gas Furnaces
2.12.3 Mechanical Air Handlers/Fan Coil Units
2.12.4 Mechanical Evaporator Coils
2.12.5 Mechanical Hydroponic Piping/Freon Lines
2.12.6 Mechanical Drain
2.12.7 Mechanical Duct
2.12.8 Mechanical Toilet Exhaust
2.12.9 Mechanical Package Unit
2.12.10 Mechanical Vent Fan
2.12.11 Mechanical Grease Hood
2.12.12 Mechanical Flue
2.12.13 Mechanical Pre -Fab Fireplace
2.12.14 Mechanical Insulation/Ducts
2.12.15 Mechanical Fans
2.12.16 Electrical Service Change
2.12.17 Light Poles
2.12.18 Equipment/Appliances
2.12.19 Sewer Service
2.12.20 Water Service
2.12.21 Gas Service
2.12.22 Water Heater
2.12.23 Grease Trap, Oil or Sand Separator
2.13 Wrecking Stake Out
2.14 Roof Stake Out
All inspections shall be performed by Vendor through personnel of Vendor who are qualified
and certified to perform the inspections. Vendor shall not issue any Certificates of Occupancy and will
not perform any final inspections on commercial buildings.
EXHIBIT B
PR�f,HFDITI,E
City will assign Vendor a minimum of 30 and a maximum of 45 inspections per business
day, excluding any City observed holidays, for a period of 3 months. If City is unable to assign
a minimum of 30 inspections per business day, the total number of inspections assigned by City
shall equal 30 inspections multiplied by the number of business days in each week.
City will pay Vendor for each commercial inspection at the rate of $85.00 per inspection.
City will pay Vendor for each residential inspection at the rate of $70.00 per inspection.
If two residential inspections are performed at the same stop, City shall pay Vendor $100.00 for
the two residential inspections, each additional inspection at the same stop will be paid at the rate
of $50.00 per inspection.
V E RI F I CATION OF SIGNATURE AUTHORITY
Full Legal Name of Vendor: Metro Code, LLC
Address: 3880 Hulen St, Suite 400, Fort Worth, TX 76107
Services to be provided: Building Inspections
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on
behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Vendor. The City is fully entitled to rely on the warranty and representation set forth in this Form in
entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business
days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until
it receives a revised Form that has been properly executed by the vendor.
1. Name: Jennifer Killebrew
Position: CEO
K��
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Jennifer Killebrew
9
-2,, .�12G 6U'11
Signature of President / CEO
Other Title:
Date:
6/28/23, 9:33 AM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
Official site of the City of Fort Worth, Texas
FLIRT WORTH
REFERENCE **M&C 23- 13PRFP 22-0190
DATE: 1/10/2023 NO.: 0009 LOG NAME: PROFESSIONAL BUILDING
INSPECTION SERVICES AR DS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Purchase Agreement with Metro Code, LLC for Professional Building
Inspection Services for the Development Services Department in an Annual Amount Up to
$200,000.00 for the Initial Term and Authorize Two One -Year Renewal Options for the
Same Annual Amount
RECOMMENDATION:
It is recommended that the City Council authorize a purchase agreement with Metro Code, LLC for
professional building inspection services for the Development Services Department in an annual
amount up to $200,000.00 for the initial term and authorize two one-year renewal options for the same
annual amount.
DISCUSSION:
The Development Services Department approached the Purchasing Division to procure an annual
agreement for professional building inspection services. The City of Fort Worth (City) will utilize this
agreement to have a qualified vendor come perform building inspections associated with building,
mechanical, electrical, plumbing, sign, energy and ordinance permits for Certificates of Occupancy.
In order to procure these services, Purchasing staff issued Request for Proposal (RFP) No. 22-0190.
The RFP consisted of detailed specifications describing the qualifications and certifications required to
perform the services, residential inspection requirements, and commercial inspection requirements.
The RFP was advertised in the Fort Worth Star -Telegram on July 27, 2022, August 3, 2022, August 10,
2022, August 17, 2022 and August 25, 2022. Four responses were received.
An evaluation panel consisting of representatives from the Development Services and Fire
Departments evaluated and scored the responses using Best Value criteria. The individual scores
were averaged for each of the criteria and the final scores are listed in the table below.
Bidders
Evaluation Criteria
a b c d Total Score
AOKA Code Consulting 20.00 12.50 10.00 6.04 48.54
Dallas BBG Consulting 21.33 15.83 9.33 15.00 61.50
Metro Code, LLC 30.67 16.67 13.33 2.16 62.83
SAFEbuilt Texas, LLC 25.33 14.17 8.00 7.51 55.01
Best Value criteria:
A) Contractor's Qualifications, Experience, and References
B) Methodology and Approach to Project
C) Ability to Provide a Timely Response
D) Cost of service
After evaluation, the panel concluded that Metro Code, LLC. presents both the best value and the
necessary coverage for the City. Therefore, the panel recommends that Council authorize agreements
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30637&cou nciIdate=1 /10/2023 1 /2
6/28/23, 9:33 AM
M&C Review
with Metro Code, LLC. No guarantee was made that a specific amount of services would be
purchased. Staff certifies that the recommended vendor bids met specifications.
FUNDING: Funding is budgeted in the Other Contractual Services account of the Development
Services Department's rollup within the General Fund.
BUSINESS EQUITY: The initial estimated bid amount for this procurement was less than $100,000.00,
therefore a Business Equity goal was not applicable.
AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution and will
end one year from that date.
RENEWAL OPTIONS: This agreement may be renewed for up to two (2) one-year terms at the City's
option. 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 Development Services 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 City Manaqer's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Reginald Zeno (8517)
Dana Burghdoff (8018)
Reginald Zeno (8517)
D.J. Harrell (8032)
Anthony Rousseau (8338)
A'ja Robertson (8585)
13PRFP 22-0190 PROFESSIONAL BUILDING INSPECTION SERVICES AR DS funds availabilitv.pdf (CFW Internal)
13PRFP 22-0190 PROFESSIONAL BUILDING INSPECTION SERVICES AR DS Updated FID.XLSX (CFW Internal)
Form 1295 Certificate 100990113 (2),pdf (CFW Internal)
MetroSAMs.pdf (CFW Internal)
Overflow inspections FID TABLE BLANK WITH INSTRUCTIONS.XLSX (CFW Internal)
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30637&cou nciIdate=1 /10/2023 2/2