Loading...
HomeMy WebLinkAboutContract 60156City Secretary Contract No. 60156 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 home -rule municipal corporation of the State of Texas, and Lonestar Municipal Equipment LLC ("Vendor"), a Texas limited liability company, each individually referred to as a "party" and collectively referred to as the "parties." VENDOR SERVICES AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; 4. Exhibit C — Verification of Signature Authority Form; and 5. Exhibit D — Sole Source Justification. Exhibits A, B, C, and D 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, C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions in the body of this Agreement will control. 1. Scope of Services. Vendor will supply City with labor and parts to service, repair, maintain, and upgrade GapVax equipment in the City's fleet ("Services") which are more specifically identified in Exhibit "A" — Scope of Services. 2. Term. This Agreement will begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire one year after ("Expiration Date"), unless terminated earlier according to 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. The City will pay Vendor according to the fee schedule as shown in Exhibit `B," — Price Schedule. Total annual payment made under this Agreement by City will be in an amount up to One -Hundred Thousand Dollars ($100,000.00). Vendor must not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. Vendor Services Agreement Lonestar Municipal Equipment LLC OFFICIAL RECORD Page 1 of 17 CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 4.2 Non-anvronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due under this Agreement, 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. The only exception will be for the portions of the payments agreed upon in this Agreement for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated before 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 according to 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 Agreement services, 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 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 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 City provided information ("City Information") as confidential. Vendor will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. If there is a request for information marked Confidential or Proprietary, City will promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Vendor will 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 will 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 contract, or the final conclusion of any audit started during these three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space Vendor Services Agreement Lonestar Municipal Equipment LLC Page 2 of 17 City Secretary Contract No. 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 Vendor. Vendor understands and agrees that it will operate as an independent Vendor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject and according to 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, contractors and sub -contractors. 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 sub -contractors. Vendor further agrees that nothing in this Agreement will be construed as creating 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 or sub -contractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or sub -contractor of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or sub -contractor. 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 OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation according to 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 under this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. If City, for whatever Vendor Services Agreement Lonestar Municipal Equipment LLC Page 3 of 17 City Secretary Contract No. 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 related papers City may receive. 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 is held to infringe and the use 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 these alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by City, after which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assi2n ment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the City's prior written consent. If City consents 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 and Assignee will be jointly liable for all obligations of Vendor under this Agreement before the effective date of the assignment. 9.2 Subcontract. If City consents to a subcontract, sub -contractor will execute a written agreement with Vendor referencing this Agreement under which sub -contractor will agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor will provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor will provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect before starting any work under 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 Vendor Services Agreement Lonestar Municipal Equipment LLC Page 4 of 17 City Secretary Contract No. Coverage must be on any vehicle used by Vendor, its employees, agents, 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 work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (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 will 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 will be submitted to City to evidence coverage. (e) Environmental Impairment Liability (EIL) and/or Pollution Liability - $2,000,000 per occurrence. EIL coverage(s) must be included in policy listed in item a; or, such insurance will be provided under separate policy(s). Liability for damage occurring while loading, unloading and transporting materials collected under the contract will be included under the Automobile Liability insurance or other policy(s). 10.2 General Requirements (a) The commercial general liability and automobile liability policies will name City as an additional insured thereon, as its interests may appear. The term City will include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy will 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 will be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice will be sent to the Risk Vendor Services Agreement Lonestar Municipal Equipment LLC Page 5 of 17 City Secretary Contract No. Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City before Vendor begins with any work under this Agreement. 11. Compliance with Laws. Ordinances, Rules and Regulations. Vendor agrees that in the performance of its Agreement obligations, 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, sub -contractors 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, SUB -VENDORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required under the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Valerie Washington 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address Vendor Services Agreement Lonestar Municipal Equipment LLC To VENDOR: Lonestar Municipal Equipment LLC Paul Folker, Managing Member/Owner 1105 Friendship Road Parker Texas 76085 Facsimile: N/A Page 6 of 17 City Secretary Contract No. 14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Vendor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein will not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought under this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry'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. Vendor Services Agreement Lonestar Municipal Equipment LLC Page 7 of 17 City Secretary Contract No. 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. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor must provide City with copies of all 1-9 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 MUST INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUB -CONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Ownership of Work Product. City will 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 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 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. 26. Signature Authoritv. The person signing this Agreement 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. 27. 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 Vendor Services Agreement Lonestar Municipal Equipment LLC Page 8 of 17 City Secretary Contract No. specified documentation so may adversely impact future invoice payments. 28. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 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. 29. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 30. 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 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, 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. 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. Entirety of Agreement. This Agreement, including all attachments and exhibits, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, Vendor Services Agreement Lonestar Municipal Equipment LLC Page 9 of 17 City Secretary Contract No. 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 Lonestar Municipal Equipment LLC Page 10 of 17 City Secretary Contract No. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: Dana BaVhdoAc By: Dana Burghdoff(Sep 2 ,202317:19 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Sep 22, 2023 APPROVAL RECOMMENDED: � - By: -p Name: Ricardo Salazar Title: Interim Director Property Management Department IZa4 eQ���Qn. ATTEST: By: ?, , P Name: Jannette Goodall Title: City Secretary VENDOR: Lonestar Municipal Equipment, LLC By: Adzd �'�e�, a. Name: Paul E. Folker, Jr. Title: Managing Member/Owner Date: 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: Denise Garcia (Sep 21, 202316:54 CDT) Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: I ► I N� 7C.It� Name: Kevin Anders Title: Assistant City Attorney I CONTRACT AUTHORIZATION: M&C: N/A 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Lonestar Municipal Equipment LLC Page 11 of 17 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1.0 SCOPE OF WORK 1.1 Vendor shall supply the City with labor and parts to service, repair, maintain, and upgrade GapVax equipment in the City's fleet. 1.2 Vendor must provide parts, service, sales and warranty service for any GapVax equipment the City may need. 1.3 Vendor must provide any warrantable repairs using OEM parts. 2.0 QUALITY OF SERVICE AND WORK 2.1 Vendor shall provide the City with an acceptable level of service in terms of cost, time, and workmanship. Upon return and inspection of Services completed, The City's Property Management Department's Fleet personnel will notify Vendor if any issues regarding the Services or parts are found to be unsatisfactory. Vendor will be given opportunity to correct any deficiencies. Failure to correct Services or parts to a satisfactory condition will be considered grounds for terminating this Agreement. 2.2 Vendor must perform the Services using the most up-to-date and appropriate methods available for said Services under industry standards, including, but not limited to, using suitable repair equipment and parts to ensure the satisfactory execution of any repair or installation. 2.3 Vendor shall ensure all Vendor personnel are authorized to perform the Services on City vehicles and equipment, including having all certifications, such as the National Institute for Automotive Service Excellence (ASE) certification, that qualify Vendor's personnel to perform the Services. 2.4 Vendor must give the City priority service, as many City vehicles are utilized for public safety and emergency response. Expeditious turn -around is critical to City operations. Additional fees charged to City by Vendor for priority service are prohibited. 2.5 The City is only obligated to pay for Services actually ordered by an authorized City employee and then received and accepted as required by the City. 3.0 PARTS 3.1 All parts utilized in repairs, replacements, or installations on City vehicles and equipment must be new unless otherwise requested by City's Property Management Department's Fleet personnel. Any rebuilt or remanufactured parts must be approved in writing by City's Property Management Department's Fleet personnel before a vendor may utilize them. 3.2 The Vendor warrants and/or guarantees all work and products supplied under this Agreement against any defects in design, workmanship, materials, and failure to operate satisfactorily. Each product must be constructed to the highest standards. The City will not accept products manufactured with poor workmanship. Vendor Services Agreement— Exhibit C Lonestar Municipal Equipment LLC Page 12 of 17 City Secretary Contract No. 3.3 The Vendor must provide backup documentation with all invoices that include parts to help the City confirm the manufacture's list price. 4.0 ESTIMATES 4.1 Vendor must provide written estimates to the City's Property Management Department's Fleet personnel before the start of any Services. The estimates may be emailed to the Property Management Department's Fleet employee(s) and/or Property Management Department's Fleet shop location that requested the Services be completed. 4.2 Estimates must be approved and authorized by the City's Property Management Department's Fleet personnel in writing (email, fax, or written) before performing Services and provide a PO number for the approved estimate before services are performed. 4.3 Original invoices submitted to the City for work performed cannot be greater than the initial estimate provided unless approved by the City's Property Management Department's Fleet in writing. If, during the course of the originally estimated repairs, it is noted that further repairs will be needed, Vendor must submit a revised estimate for the additional Services to the City's Property Management Department's Fleet personnel. 4.4 If Vendor performs Services on the City's vehicles or equipment for warranty work, all estimates provided by Vendor to the City must state 'Warranty Service.' 4.5 All estimates provided by Vendor must be quoted on a 'time and materials' basis, adhere to the agreed upon contract rate(s) in this Agreement, and be itemized to illustrate the cost of each of the following, if applicable to the Services to be performed: 4.5.1 Cost of the part(s) to be installed; 4.5.2 Cost of labor to perform repair and/or installation; itemized by labor hours except when estimated as a turnkey project/job; 4.5.3 Shop Fees; 4.5.4 Environmental/Hazardous disposal material fees; 4.5.5 Extended warranties, if optioned; and 5.0 INVOICES 5.1 It is the responsibility of the Vendor to get the name of the responsible person, telephone numbers, and address of the City Department requesting Services at the time the Services are requested. The requesting Department is required to issue a purchase order number to the Vendor during this process. 5.2 A properly prepared invoice must be computer printed and must include the following: 5.2.1 Vendor's name 5.2.2 Vendor's federal tax -identification number 5.2.3 Invoice number 5.2.4 Address 5.2.5 Date 5.2.6 Service or Item Description 5.2.7 Unit Price 5.2.8 Extended Cost Vendor Services Agreement— Exhibit C Lonestar Municipal Equipment LLC Page 13 of 17 City Secretary Contract No. 5.2.9 City issued purchase order number 5.2.10 Vehicle Identification Number of the vehicle serviced. 5.3 Invoices must be paid in accordance with Texas state law. Payments will be made on a Net 30 Days basis from the date invoice is received unless otherwise agreed to between the City and Vendor. 5.4 Vendor must submit all invoices electronically to the City's centralized Accounts Payable department invoice email address: sunnlierinvoices(a,fortworthtexas.2ov. 5.5 Incomplete or inaccurate invoices may result in delayed payments, as they will be returned to the Vendor for correction and re -submittal. All freight will be F.O.B. Fort Worth. The City will not pay shipping costs, off-loading, or handling charges associated with orders. G�IZ ' • Z\ 13O I lei h11 Y ;71 0 Ule1 6.1 Contract administration will be performed by the Property Management Department's Contract Compliance personnel. In the event Vendor fails to perform based on the terms of this Agreement, the Department head or his/her designee will notify Vendor of the failures in writing. A meeting may be arranged to discuss Vendor's deficiencies. The City may prepare a written cure notice giving Vendor fourteen (14) calendar days to cure any deficiency. 6.2 If Vendor continues with unsatisfactory performance, the City will promptly notify the Purchasing Manager who will take appropriate action to cure the performance problem(s), including: 1) cancellation; 2) termination for convenience; or 3) default. If this Agreement is terminated for default, Vendor may be held liable for excess costs and/or liquidated damages. 6.3 Vendor will be paid only those unpaid amounts under the Agreement for Services satisfactorily rendered, subject to offset for damages and other amounts which are, or which may become, owed to the City. 6.4 The City reserves the right to terminate this Agreement, or any part hereof, for its sole convenience. If the City exercises this right, Vendor must immediately stop all work under this Agreement and cause its suppliers and subcontractors to cease work. Subject to the terms of this Agreement, Vendor must be paid a percentage of the Agreement price reflecting the percentage of the Services performed before the notice of termination, plus reasonable charges Vendor can demonstrate, to the satisfaction of the City using the City's standard record - keeping system, have resulted from the termination. However, in no event will the total of all amounts paid to Vendor exceed the total compensation listed in Section 3 of this Agreement. Vendor will not be reimbursed for any profits which may have been anticipated, but which have not been earned up to the date of termination. Vendor Services Agreement— Exhibit C Lonestar Municipal Equipment LLC Page 14 of 17 EXHIBIT B PRICE SCHEDULE Cost Twe Amount 1. Shop Labor $135 per hour 2. Field Labor $135 per hour 3. Parts Manufacturer's List Price 4. Freight Per Carrier Charges 5. Shop Supplies/Disposal Fees As needed ($25.00 minimum, but not to exceed $100.00 per occurrence) 6. Field Travel Rate (per hour) $135 per hour Vendor Services Agreement— Exhibit B Page 15 of 17 City Secretary Contract No. EXHIBIT C SOLE SOURCE AUTH ITY FORM OR The approved sole source authority form begins on the following page. Vendor Services Agreement — Exhibit C Lonestar Municipal Equipment LLC Page 16 of 17 FORT WORTH., CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Name of Contract Manager: Department's Attorney: Item or Service sought: upgrade GAPVAX Equipment Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service: CSC or Purchase Order #: Amount: Projected M&C Date: Property Management Department Denise Garcia Kevin Anders Labor and parts to service, repair, maintain, and $56,000.00 Lonestar Municipal Equipment Yes ❑X No ❑ CSCO 52000 $75,000 0a How will this item or service be used? These specialty off -road units are used by the Water departments for public health and safety duties regarding water and sewer lines. The Fleet Division outsources necessary service and maintenance to ensure all parts, components and the integrity and structure of the units are performing at their optimal levels. Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No Page 1 of 6 If yes, please provide requisition number or brief explanation of contact with Purchasing Division: Click or tap here to enter text. Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, only complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑ A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; Page 2 of 6 ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Click or tap here to enter text. Section 3: Claimed Sole -Source Exemotion and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions ❑X *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Lonestar Municipal Equipment is the sole source repair/maintenance/service facility in the Fort Worth area for Gapvax off -road equipment. Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. The OEM has established a Sole Source Agreements for the service, repair, maintenance and up - fitting of their products across the globe. The OEM ensures all authorized facilities certify their technicians are highly proficient and skilled in the care and maintenance of their products, therefore, they limit the number of facilities authorized to work on their units. Page 3 of 6 Did you attach a sole source justification letter? © Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Unauthorized companies performing repairs could potentially jeopardize the warranty on the products. Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ❑X Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ❑X Yes ❑No. If yes, please explain: Sole source letter from Lonestar, dated 8/11/23 Was there anything not included on this form or attached hereto that was relied on in making this determination? ❑Yes ®No. If yes, please explain:Click or tap here to enter text. Will the standard terms and conditions apply? ®Yes ❑ No. Will the contract require special terms? ❑ Yes ❑X No. Will the contract require review by the department attorney? ®Yes ❑ No. Approved By: Date: 8/23/23 J remy Anato-Mensah / Jessika Williams Assistant City Attorney Page 4 of 6 August 11, 2023 Megan Fowler City of Fort Worth 200 Texas Street Fort Worth, TX 76102 RE: Lonestar Municipal Equipment, Sole Source Provider of GapVax Products Ms. Fowler, The purpose of this letter is to confirm that Lonestar Municipal Equipment is the sole GapVax factory authorized dealership for North Texas for GapVax products, service, repairs and trouble shooting. Contact: Mr. Paul Folker Lonestar Municipal Equipment paul(a,lonestarme.com Phone: 817-851-2243 GapVax, Inc. is committed to the City of Fort Worth's equipment and service needs. If I can provide additional information, please let me know. Please feel free to contact me with any questions or concerns. Thank you, 0- Matthew Hughes Senior Vice President, Sales GapVax Inc. Phone 814-535-6766 Johnstown, PA www.gapvax.com Deer Park, TX EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Lonestar Municipal Equipment LLC Paul Folker, Managing Member/Owner 1105 Friendship Road Parker Texas 76085 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Paul E. Folker, Jr Position: Managing Member Signature 2. Name: Jennifer M. Folker Position: Name: Position: Signature Name: �/ �+ )OdZ ,� ( . , �&&42. Signature of President/CEO Other Title: Mana2in2 Member Date: n Vendor Services Agreement — Exhibit C Lonestar Municipal Equipment LLC Page 17 of 17