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HomeMy WebLinkAboutContract 58310-R1CSC No. 58310-R1 CITY OF FORT WO TH CONTRACT RENEWAL NOTICE June 28, 2023 Rentaltyme Ice Machines, LLC Attn: Leslie Bergeron, Owner 602 Swayne Avenue Fort Worth, TX 76111 Re: Contract Renewal Notice Contract No. CSC No. 58310 (the "Contract") Renewal Term No. 1: October 01, 2023 to September, 30, 2024 The above referenced Contract with the City of Fort Worth expires on September 30, 2023 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.aov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Katya.Flores Sincerely, Katva Flores Sr. Admin Assistant (&fortworthtexas.2ov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal 58310-R1 Page 1 of 3 ACCEPTED AND AGREED: CITY OF FORT WORTH �,shingtiN ByValerie aon (Jul 3, 202312:39 CDT) Name: Valerie Washington Title: Assistant Citv Manager Date: Jul 3, 2023 APPROVAL RECOMMENDED: ByJ e Davis (Jun 29, 2023 16:59 CDT) Name: Jim Davis Title: Fire Chief ATTEST: By: Name: Jannette Goodall Title: Citv 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. ByBr;FRay (Jun 29, 202313:56 CDT) Name: Brenda Rav Title: Fire Purchasina Manaaer APPROVED AS TO FORM AND LEGALITY: By: � sue' Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: Me OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal 58310-R1 Page 2 of 3 Rentaltvme Ice Machines, LLC By: Z-ed-& Name: Leslie Bergeron Title: Owner Contract Renewal 58310-R1 Page 3 of 3 CSC No. 58310-Al AMENDMENT NO. Al TO CITY SECRETARY CONTRACT NO. 58310 PROFESSIONAL SERVICES AGREEMENT This Amendment is entered into by and between the City of Fort Worth (hereafter 'Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort Worth, Texas, and Rentaltyme Ice Machines, LLC ("Contractor"), Buyer and Contractor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on October 24, 2022, the Parties entered into City Secretary Contract 58310 to provide the City with the lease of ice machines, as well as repairs and service including parts and labor for leased and City -owned machines ("Agreement/Contract"); and WHEREAS, the parties wish to amend to the agreement to increase the compensation amount of the agreement. NOW THEREFORE, City and Contractor acting herein by and through their duly authorized representatives enter into the following that amends the Agreement: 1. AMENDMENTS The Original Agreement is hereby amended by deleting the language, in its entirety, in Section 3 of the Original Agreement, titled Compensation, and replacing with the following language: 3. COMPENSATION City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit " B," which is attached hereto and incorporated herein for all purposes. total compensation under this Agreement will not exceed One Hundred, Ninety-two Thousand, Six Hundred Fifty-eight Dollars and Seventy -Five Cents ($192,658.75). 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. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 3. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. [Signature Page follows] ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: of this contract, including ensuring all Name: Fernando Costa performance and reporting requirements. Title: Assistant City Manager Feb 28, 2023 Date: By: APPROVAL RECOMMENDED: Name: Keith Morris Title: Assistant Police Director APPROVED AS TO FORM AND LEGALITY: By: RobertRobert lle Jr. (Feb 28, 202316:29 CST) Name: Robert A. Alldredge Jr. Title: Executive Assistant Chief / f� By: on ATTEST: go�FORtca Name: Taylor Paris "° ° a..'d a,� Title: Assistant City Attorney PV8 ,=d pagan d s dezAs4aa CONTRACT AUTHORIZATION: By: M&C: 22-0843 Name: Jannette Goodall 1295: 2022-934920 Title: City Secretary VENDOR: By: ot. Name: Leslie lrgeron Title: Owner Date: 2' 2 3-- 7-3 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 58310 FORT WORTH, VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and Rentaltyme Ice Machines, LLC ("Vendor"), a Texas limited lability company and acting by and through its duly authorized representative, Leslie Bergeron each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and 4. Exhibit C — Verification of Signature Authority Form. 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 will provide City with lease of ice machines, as well as repairs and service including parts and labor for leased and City owned machines. ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on the date signed by the Assistant City Manager below ("Effective Date") and expires on September 30, 2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options, at City's sole discretion. 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed One Hundred, Fifty-four Thousand, One Hundred Twenty-seven Dollars ($154,127.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. Vendor Services Agreement Rentaltyme Ice Machine, LLC. OFFICIAL RECORD Is]k W&IX010=11 MA FT. WORTH, TX 4.1. Written Notice. City or Vendor may terminate this Agreement at anytime and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor 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 subj ect 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 Vendor Services Agreement Rentaltyme Ice Machines, LLC. relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent 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, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LA WSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PR OPER TY DAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, Vendor Services Agreement Rentaltyme Ice Machines, LLC. negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. AssiL3nment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: Vendor Services Agreement Rentaltyme Ice Machines, LLC. $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $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 Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. Vendor Services Agreement Rentaltyme Ice Machines, LLC. (c) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws. Ordinances. Rules and Re6ulations. 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: To VENDOR: City of Fort Worth Rentaltyme Ice Machines, LLC Attn: Valerie Washington, Assistant City Manager Leslie Bergeron, Owner 200 Texas Street 602 Swayne Avenue Fort Worth, TX 76102-6314 Fort Worth, TX 76111 Facsimile: (817) 392-8654 Facsimile: With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. 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. Vendor Services Agreement Rentaltyme Ice Machines, LLC. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion 17. Governine 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 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, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and Vendor Services Agreement Rentaltyme Ice Machines, LLC. conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. ImmiLyration 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. SiLynature 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 Boveott 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 Vendor Services Agreement Rentaltyme Ice Machines, LLC. not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on BovcottinL3EnerL3v 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) Vendor Services Agreement Rentaltyme Ice Machines, LLC. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By; Val-n W-hing)O,t 24, 2022 A 36 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Oct 24, 2022,20 APPROVAL RECOMMENDED: CONTRACT CONIPLIANCE MANAGER: By sig€iing I ack€iowledge that I am the person responsible for the mo€litoring and administration of this contract, including ensuring all performance and reporting repirements. By: Mar scher(Od 21. 2022 16 45 con Name: Mark Rauscher Title: Fire Assistant Director APPROVED AS TO FORM AND LEGALITY: By; J&F1 24,202206.58 CDT) Name: James Davis Fire Chief Title: By: Name: Taylor Paris ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 22-0843 By; etteS.Goo aI Oct25,202215WCDT) Foj-m I295:1295 Name: Jannette Goodall pda��R Title: City Secretary ��Oi...O-.- yaa� d °0 �o .vo 0 o omod 0000pppp00'0 Ay VENDOR: ar" XpSa RENTALT�YME ICE MACHINES, LLC By: Name: Leslie Bergey rn Title: Owner Date: o P C - ` Vendor Services Agreement Rentaltyme Ice Machines, LLC. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES Vendor will provide ice machines, services, repairs, and rentals for various facilities located throughout the City. Vendor will be responsible for obtaining physical locations (addresses) and Purchase Orders from Departments at the time orders are being placed to ensure proper payment will be received for the services. Vendor shall: 1. Provide maintenance service to all equipment every (3) months, or as requested by each location. In the event that the equipment is owned by the City, parts including compressors and pumps fail, the Contractor shall replace the parts for the ice machine at a discount to the City. 2. Contact the appropriate City representative and sign -in before work is started and sign -out when work is completed. All work requests will be inspected upon completion. The Contractor shall provide a service ticket to be approved and sign by an authorize City Representative. 3. Comply with all applicable federal, state, city, and county regulations and codes pertaining to maintenance and repairs of ice machines at City facilities. 4. Comply with City regulations concerning conduct of company personnel. Entrance to secured areas will require current drivers' license and adherence to City security policies and procedures. 5. Own and supply all equipment used to perform maintenance services. Sub -contracting and/or leasing of equipment is prohibited. Proof of ownership of equipment must be readily available upon request by the City. 6. Deliver, install and make operational to work all equipment as a functioning unit as per the manufacture requirements. 7. Provide all hardware and accessories to allow the unit to operate as specified by the manufacturer. 8. On -box, install and remove all shipping and packaging materials, at the time of delivery. As well as provide all connections and work services necessary to allow for inbound and outbound water and electrical as specified by the manufacturer. 9. Be responsible for all hardware and accessories (plumbing, materials, pipe, tape, seals, etc.) necessary to ensure full manufacturer's specifications for a functioning unit. 10. Provide maintenance service on Ice Machines/Dispensers in accordance to the manufacturer's requirements and shall include, but not be limited to, the following services: a. Production testing and adjustment; b. Water pump and pan cleaning; c. Condense cleaning; d. Changing water filter as required; e. All other manufacturer's recommended services; f. Check coils, drains, temperature, refrigerant charge, check and record pressure, visual inspection of boxes, check electrical connection, check voltage, phase and frequency of electrical supply to insure it meets specifications, lubricate motors as necessary, check defrost time clocks, check and adjust system, provide report listing conditions of all systems and leave copy with City representative. g. Provide a replacement unit, if repairs take longer than one (1) business day, for that ice machine. The Vendor shall coordinate with the Department to decide if replacing the unit would take longer than the actual repair. h. Not charge a maintenance fee on rental machines. 11. The locations requiring service currently have ice machines in operation; therefore, installation will consist of removal of existing unit and the installation of the replacement unit. The water source, electrical power and condensation drainage are installed at these locations. Cost associated with delivery and installation of the units will be the sole responsibility of the Vendor. 12. Services will be provided to various City locations and will be required on an as -needed basis. The risk from any cause shall be borne by the Contractor until actual service and acceptance by the City. The City reserves the right to add or delete locations requiring services. Additions will be Vendor Services Agreement Rentaltyme Ice Machine, LLC. invoiced per contract pricing established in the bid. The City is obligated to pay only for services called in by an authorized City employee. 13. There may be instances when the Contractor may be asked to accelerate service requirements due to extenuating circumstances. When this occurs, the Vendor will be expected to provide this service at no additional cost. 14. In the event the Contractor is unable to meet the original service date(s), the City must be contacted immediately, but prior to the due date, and seek an extension of delivery time. Failure to comply with the delivery terms may be legal grounds for canceling an order(s) or the entire Agreement in accordance with the Termination Clause shown elsewhere in the solicitation. 15. Unless expressly authorized by the City, all services shall be accomplished during normal business hours, which are 7:00 A.M. to 5:00 P.M., Monday through Friday or as requested and approved by a City representative. The Contractor shall provide 24 hours/7 days a week emergency repair service for ice machines, air or water cooled condensers, dispensers, storage bins when requested by department(s). 16. The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement, the Vendor is required to comply with new policy. Any mandates requiring the City to comply with new guidelines will also require the Vendor to comply. Vendor Services Agreement Rentaltyme Ice Machine, LLC. EXHIBIT B PAYMENT SCHEDULE Description: Qty. Unit Unit Price Total Rental Fee - Ice Machine 200-300 Series with ARI rated Production of approx. 247lbs per 24 hour @ 70 degrees water and 90 degrees 12 MO $149.00 $1,788.00 air with 150-190lbs ARI capacity ice storage bin. Oliver IM359FA & IB357 Rental Fee - Ice Machine 400-500 Series with ARI rated production of approx. 373lbs per 24 hour @12 MO $169.00 $2,028.00 70 degrees water and 90 degrees air with 270-290lbs ARI capacity ice machine storage bin. Oliver IM509FA & IB468 Rental Fee - Ice Machine 600 Series with ARI rated production of approx. 532lbs per 24 hour @70 degrees water and 90 12 MO $219.00 $2,628.00 degrees air with 400-430lbs ARI capacity ice machine storage bin. Oliver IM1005FA & Avant Co BIN 54030 Rental Fee - Ice Machine Series 800 with ARI rated production of approx. 684lbs per 24 hour @70 degrees water and 90 degrees air 12 MO $229.00 $2,748.00 with 570-710lbs ARI capacity ice machine storage bin. Oliver IM1005FA & IB1120 Rental Fee - Ice Machine Series 1000 Crystal Tip Flaker with 896- 12 MO $399.00 $4,788.00 947lbs capacity. ITV IQ1300A & Oliver IB1120 Rental Fee - Ice Machine 12 MO $99.00 $1,188.00 Oliver IM80BA Rental Fee - Ice-O-Matic Machine 12 MO $109.00 $1,308.00 Rental Oliver IM169FA Vendor Services Agreement Rentaltyme Ice Machine, LLC. Rental Fee - Ice-O-Matic Machine Small/Medium w/Bin Oliver IM80BA Rental Fee - Ice Machine Oliver IM129FA Rental Fee - Ice and Water Dispenser w/Water Filter Hoshizaki DCM270BAH City -Owned Ice Machines: Hourly Labor Cost for Repairs Bi-Annual Preventive Maintenance for City -Owned Machines Models: Hoshizaki KML-700MAJ, DCM270BAH, KM-301BAJ, Manitowoc IYT0420A-161, Follett SG700S-30 w/Bin 00152587, MCD425AHT Ice-O-Matic ICE0906HA Bi-Annual Preventive Maintenance for City -Owned Machines Models: Manitowoc Indigo NXT, Hoshizaki KM-1300SAH, KN-1200MAB Ice-O-Matic ICE1406HA4 City - Owned Ice Machines Parts based on manufacture's current published pricelist for parts All Other Ice Machines will be leased at 97.5% off of Price List Vendor Services Agreement Rentaltyme Ice Machine, LLC. 12 MO $99.00 $1,188.00 12 MO $99.00 $1,188.00 12 MO $229.00 $2,748.00 HR $105.00 EA $244.00 EA $313.00 NO MARKUP NO MARKUP EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Rentaltyme Ice Machines, LLC 602 Swayne Aven tie Fort Worth, TX 76111 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form 1-1€1til it receives a revised Form that has been properly executed by Vendor. I. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: sl'e Bergeron Signature of President / CEO Other Title: Owner Date: 10 - .: ., � Vendor Services Agreement Rentaltyme Ice Machine, LLC. City of Fort Worth, Texas Mayor and Council Communication DATE: Tuesday, October 11, 2022 REFERENCE NO.: **M&C 22-0843 LOG NAME: 13PITB 22-0181 ICE MACHINES, SERVICE, REPAIRS & RENTALS SUBJECT: (ALL) Authorize Execution of an Agreement with Rentaltyme Ice Machines, LLC for Ice Machines, Service, Repair, and Rentals in a Total Annual Amount Up to $154,127.00 for the Parks and Recreation, Property Management, Code Compliance, Police, Fire, Water, and Transportation and Public Works Departments and Authorize Four One -Year Renewals for the Same Annual Amount RECOMMENDATION: It is recommended that the City Council authorize an agreement with Rentaltyme Ice Machines, LLC., for ice machines, service, repair, and rentals in a total annual amount up to $154,127.00 for the Parks and Recreation, Property Management, Code Compliance, Police, Fire, Water, and Transportation and Public Works Departments and authorize four one-year renewals for the same annual amount. DISCUSSION: The Parks and Recreation, Property Management, Code Compliance, Police, Fire, Water, and Transportation and Public Works Departments approached the Purchasing Division for assistance with securing an agreement for ice machines, service, repair, and rentals. This agreement will provide ice machines, services, repairs, and rentals for City buildings. To procure these goods, Purchasing staff issued Invitation to Bid (ITB) No. 22-0181 which consisted of detailed specifications describing the types of ice machines, the service, and rental requirements. The ITB was advertised in the Fort Worth Star -Telegram for four consecutive Wednesdays beginning on July 20, 2022 through August 3, 2022. The City received two responses. An evaluation panel consisting of representatives from Code Compliance and Property Management Departments reviewed and scored the submittals 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 Rentaltyme Ice Machines, LLC Easy Ice, LLC Evaluation Criteria a. Contractor's qualifications b. Contractor's experience IlEvaluation Factors Ila. Ilb. III. Ild. Ile. IlTotal Score 117.5117.5117.5 117.51140 1170 II7.5II7.5II8.25II7.5II37.60II68.35 I c. Contractor's availability to provide services, personnel d. Contractor's availability to provide services, equipment e. Cost After evaluation, the panel concluded that Rentaltyme Ice Machines, LLC., present the best value and will http://apps.cfwnet.org/ecounciI/printinc.asp?id=30396&print=trLie&DocType=Print 10/13/2022 provide the necessary coverage for the City, therefore recommends that Council authorize an agreement with Rentaltyme Ice Machines, LLC. No guarantee was made that a specific amount of services would be purchased. Staff certifies that Rentaltyme Ice Machines, LLC bid met specifications. Funding: The maximum combined annual amount allowed under this agreement will be $154,127.00, however, the actual amount used will be based on the need of the department and the available budget. Funding is budgeted in the other contractual services account and equipment release within Operating Funds for Fiscal Year 2023. Department Estimated Annual Account Name Amount Fire $47,000.00 Other Contractual Services Property Management $35,000.00 Other Contractual Services Water $34,344.00 Other Contractual Services Park and Recreation $29,417.00 Other Contractual Services Code Compliance $4,840.00 Other Contractual Services Transportation and Public $272400 Other Contractual Works ,. Services Police $802.00 Other Contractual Services Diversity and Inclusion: A waiver of the goal for Business Equity subcontracting requirements is approved by the DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. Agreement Terms: Upon City Council's approval, this agreement shall begin upon execution and expire one year from that date. Renewal Terms: The Agreement may be renewed for four one-year renewal options for the same annual amount. The renewals do not require specific City Council approval as long as sufficient funds have been appropriated. 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 funds are available in the current operating budget, as previously appropriated, in the participating departments' Operating Funds to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. BQN\\ FUND IDENTIFIERS (FIDs): TO Fund Department Account Project Program ctivity Budget Reference # Amount I ID ID 1 Year (Chartfield 2) http://apps.cfwnet.org/ecounciI/printinc.asp?id=30396&print=trLie&DocType=Print 10/13/2022 CERTIFICATIONS: Submitted for Citv Manager's Office bv: Oriainatina Department Head: Additional Information Contact: Reginald Zeno (8517) Valerie Washington (6192) Anthony Rousseau (8338) James Davis (6801) Anthony Rousseau (8338) Heather Oakes (8354) ATTACHMENTS 1. 22-0181 FID Table.xlsx (CFW Internal) 2. 22-0181 Waiver Ice machines GV.gdf (CFW Internal) 3. Rentaltvme 1295.pdf (CFW Internal) 4. SAM - Rentaltvme 09.16.22.gdf (CFW Internal) http://apps.cfwnet.org/ecounciI/printmc.asp?id=30396&print=true&DocType=Print 10/13/2022