HomeMy WebLinkAboutContract 61199City Secretary Contract No. 61199
FORT WORTH,
4'� -
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, and Washing
Equipment of Texas Inc. ("Vendor"), each individually referred to as a "party" and collectively referred
to as the "parties."
1. Scope of Services. Vendor will provide City with Car Wash Preventative Maintenance,
Repair, Parts, and Supplies ("Services"), as set forth in more detail in Exhibit "A," attached hereto and
incorporated herein for all purposes.
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 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. 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 annual
compensation under this Agreement will not exceed ninety thousand dollars ($90,000.00). Vendor will
not perform any additional services or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City will not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
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 Services Agreement OFFICIAL RECORD Page 1 of 22
CITY SECRETARY
FT. WORTH, TX
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. 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
Vendor Services Agreement Page 2 of 22
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.
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, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
Vendor Services Agreement Page 3 of 22
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assignment and Subcontracting.
9.1 Assigm ent. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
Vendor Services Agreement Page 4 of 22
$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 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.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor Services Agreement Page 5 of 22
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 parry by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Washing Equipment of Texas, Inc.
Roger Knowles, Regional Manager
4851 Sharp St.
Dallas, Tx 75247
Facsimile: (512) 389 - 2008
14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
Vendor Services Agreement Page 6 of 22
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 Parry 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.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
Vendor Services Agreement Page 7 of 22
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcottine Enerev Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, 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
Vendor Services Agreement Page 8 of 22
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. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to 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, 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. 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 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 Page 9 of 22
CITY OF FORT WORTH:
Tastes SarX! e'
By; Dana BurRhdoff (Mar 2024 4 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Mar 29, 2024
APPROVAL RECOMMENDED:
By:
Name: Marilyn Marvin
Title: Interim Director
Department
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Property Management
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Washing Equipment of Texas, Inc.
By:
Name: Roger Knowles
Title: Regional Manager
Date: I g CIA Kenn ZL-Q.L4
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.
Ellana Guovgrcr on beha! o Denise C:a jGl
By: Eliana Guevara on behalf of Denise Garcia (Mar 22, 2024 15:55 CDT)
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By: u/
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 22
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE
1.1 The City of Fort Worth (City) finalized an agreement for car wash preventative
maintenance, repair, parts, and supplies for the Property Management Department on
an "as needed" basis. The successful bidder(s), was known hereafter as "Contractor"/
"Vendor."
1.2 The quantities listed on the price submittal are only estimates based on previous
usage and do not indicate intent to purchase or a guarantee of future business. The
City is obligated to pay for only those services actually ordered by an authorized City
employee and then received as required and accepted by the City.
1.3 Following the award, additional services and parts of the same general category that
could have been encompassed in the award of this Agreement, and that are not
already on the Agreement, may be added based on the discount bid and price sheet
provided with the bid.
1.4 Unit prices will include all costs associated with the specified work, including but not
limited to handling, delivery, fuel charges, fees and certifications fees. NO
ADDITIONAL CHARGES WILL BE ACCEPTED OR PAID BY THE CITY.
2.0 DELIVERY
2.1 Equipment Location: Property Management Fleet Division Services Center sites with
Performance Dependability and Quality (PDQ) car washer:
2.1.1 James Avenue Service Center, 5021 James Avenue, Fort Worth, 76115.
2.1.2 North Service Center, 317 Hillshire Drive, Fort Worth, 76052.
2.2 The City reserves the right to add or cancel locations.
2.3 An onsite City of Fort Worth Fleet Supervisor must sign off on all repair orders for
service.
2.4 Unless expressly authorized by a Fleet Supervisor, all service work will be
accomplished during normal business hours, which are 8:00 A.M. to 5:00 P.M.
Monday through Friday.
2.5 There may be instances when the Vendor may be asked to accelerate delivery of an
order(s) due to extenuating circumstances. When this occurs, the Vendor will be
expected to provide this service at no additional cost.
2.6 In the event the Vendor is unable to meet the original delivery 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.
2.7 Delivery tickets must include the Purchase Order Number the City provides to the
Vendor.
2.8 Delivered items that are determined to be defective or not meeting contract
specifications will be picked up and replaced by the Vendor, or the Vendor's
designee, at no cost to the City. If the item (s) are not picked up within one (1) week
Vendor Services Agreement Page 11 of 22
after notification, the item will become a donation to the City for disposition.
3.0 SPECIFICATIONS
3.1 Materials
3.1.1
All items supplied resulting from this contract will be of recent
production, unused, and suitable for their intended purpose.
3.1.2
Vendor will utilize soaps and chemicals approved by Performance
Dependability and Quality (PDQ).
3.2 Contractor Responsibilities
3.2.1
The Vendor will include in the consumables fee all the goods,
consumable goods, cleaning/disposable goods, environmental fees, etc.
used to clean (spray cleaners, lubricants, and hand whips or towels) to
make the necessary repairs to the car/truck wash.
3.2.1.1 Consumables will be based on a % of labor cost per invoice
with a "not to exceed" cap.
3.2.2
All technicians will be certified and/or licensed to perform the required
maintenance.
3.2.3
Vendor will utilize software specific to PDQ car washes to diagnose
electronic issues.
3.2.4
The awarded Vendor will service in accordance with the best current
practices in the industry.
3.2.4.1 Monthly preventative maintenance checks will include all
items in section 8 below.
3.2.5
Unless otherwise specified, vendor must be able to provide complete and
comprehensive parts and repair service support for all PDQ car wash
equipment.
3.2.5.1 Vendor will be expected and required to provide stock or
have access to the complete line of PDQ parts and supplies,
including any/all MSDS/SDS' sheets which may be
required.
3.2.6
The Vendor will acknowledge and respond to the City's request for
diagnosing issues within 48 hours.
3.2.6.1
The Fleet supervisor will call the Vendor to schedule the diagnosis and
will follow up with a PO within 24 hours.
3.2.7
Vendor will be responsible for disposal of hazardous wastes from "cradle
to grave".
3.2.7.1 Vendor will be responsible for cleanup of debris and spills
resulting from work performed while completing services
under this Agreement.
3.2.7.2 Vendor and Disposal site will be compliant with all Texas
Commission on Environmental Quality (TCEQ) and
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Environmental Protection Agency (EPA) guidelines and in
accordance with all applicable laws, codes, and ordinances
including Model Standards adopted by Texas Commission
on Environmental Quality.
3.2.8 The Vendor will not subcontract without written permission from the
City.
4.0 BRAND NAME OR EOUAL
4.1 All parts, soaps, and chemicals must either be purchased from PDQ, or
documentation PDQ has deemed them suitable for use on the City's PDQ car washes
must be provided.
5.0 WARRANTY
5.1 All parts installed under this contract will carry a minimum allowable manufacturer
warranty period for up to one year. Warranties will be effective on the date the parts
are accepted by the City.
5.2 No repair or service work provided on any existing equipment will void the existing
warranty on the equipment.
5.3 Contractor warrants and guarantees that all items will be in good working order from
the time items are placed into service. Items will be free of defects by design,
materials, and workmanship for a period of not less than two years. Should
equipment fail during the warranty period, it will be repaired/replaced at no expense
to the City.
5.4 Vendor will remedy at Vendor's expense any damage to real or personal property
owned by the City of Fort Worth, when that damage is the result of products
furnished.
5.5 The City of Fort Worth will notify the Vendor within a reasonable time after the
discovery of any failure, defect, or damage.
5.6 If Vendor fails to remedy any failure, defect, or damage within a reasonable time
after receipt of notice, the City of Fort Worth will have the right to replace, repair, or
otherwise remedy the failure, defect, or damage at the Vendor's expense.
5.7 This warranty will not include failures attributable to accident, fire, or negligence on
the part of City personnel.
5.8 With respect to all warranties, expressed or implied, from manufacturers or suppliers
for work performed and materials furnished the Vendor will:
5.8.1 Obtain all warranties that would be obtained in normal commercial
practice.
5.8.2 Enforce all warranties for the benefit of the City of Fort Worth.
6.0 SAFETY
6.1 The Vendor will be responsible for meeting all Federal, State, County and Municipal:
laws, ordinances, and regulations.
6.2 Vendor personnel will hold all applicable licenses required by the EPA, the
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Occupational Safety and Health Administration (OSHA), and the (TCEQ).
6.3 Vendor is required to notify the City immediately of any hazardous conditions and/or
damage to City property.
6.4 Safety Data Sheets:
6.4.1 A Safety Data Sheet (SDS), formerly known as a Material Safety Data
Sheet (MSDS), for all products for which an SDS sheet applies pursuant
to Revised Statutes Annotated (RSA) Chapter 277-A (277-A) will
accompany each delivery. Delivery of such products will not be
accepted without SDS sheets.
6.4.2 Delivered containers will be properly labeled pursuant to RSA 277-A.
6.4.3 Failure to submit required SDS sheets or labeling of containers in
accordance with RSA 277-A will place the Vendor in non-compliance
and may result in civil or criminal penalties. Vendor furnishing products
subject to RSA 277-A is responsible for compliance thereof. Failure to
comply will result in the cancellation of an order.
7.0 PREVENTATIVE MAINTENANCE
7.1 The Vendor will follow the preventive maintenance schedules detailed on the next
following pages.
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Tech Name
Date
Location
Laserwash 360- Preventative Maintenance Schedule
Areas to Check Notes on Work Performed
Ck Tank Debris/Level Sensors/Strainer
Ck water softness
Ck and drain air compressor and filters_(100-120)
Ck spot free/replace filter as needed TDS
Ck HP Pump oil/pressure (1000-1150 PSI)
Ck Front Prep/LPA1&2/3X Foam pressures (150- 175
PSI)
Ck soap heater temps
Ck bridge/trolley end stops
Ck all hoses for wear and leaks
Test impact switch (monitoring input 201) bay
system stops
Ck width measurement/clean sonic sensors
Ck lighted signs and treadle buzzer
CK HP/LP/SPR nozzle spray patterns for leaks
when idle
Ck and clean U/C loading and dryer eyes
Ck electrical connections/contactors/moisture Bay
Box -Bridge Node Box -HP Pump Box
Ck dryer belts, oscillation, damping, and grease
(LASERDRI only)
Ck dryer for vibrations
Ck wash activation (use store code) and run best wash
Ck solution, salt and order control inventory
Ck paystation keypad
Ck POS printer and paper supply
Ck reclaim filter and tank
Ck basket attached to sump pump
Additional Areas to Check:
Ck pump belt alignment and tension
Ck motor and pump bolts
Ck Arch, trolley and bridge gear boxes
Ck trolley and bridge Rollers for excessive wear
Ck trolley and Bridge E-chains for excessive wear
Ck mud pits (depth from top)
Clean bridge, dryer, sensor, dryer timer, and
paystation
Ck bridge belt tension
Ck frame Torque Values
Perform Motion 11/10, Test 31-34
Ck freeze protection (fall and winter)
Claim Reclaim filter and tank
Clean Basket Attached to Sump Pump
Check system error and warning logs
Review Event Log
Vendor Services Agreement Page 15 of 22
Tech Name
Date
Location
Truck Wash Preventative Maintenance Schedule
GENERAL
Quarterly: NOTES ON WORK PERFORMED
Grease the bearings on the electric motors
Disable the foam generators on foaming arches. When
finished with the preventative maintenance check and or
repair enable the foaming generators on foaming arches
Monthly:
Check the electric motors for abnormal vibrations
Grease the correlator bearings on the conveyor
On friction curtains, check the oil gear box
Check and transfer detergents
Inspect barrels and tanks for function and if there are any
leaks present
Monitor detergent use and let the Fleet Supervisor
know if consumption has spiked
Check for worn nozzles, open check valves and order
arts, if needed
heck the water softener salt levels and fill, if needed.
Check equipment for damage, and replace parts or order
new ones after Fleet Supervisor has approved the repair.
Inspect and clean filters and strainers
SOAKER (Monthly)
Check all hoses and fittings for leaks
Check for plugged nozzles
Check for complete coverage
Check the water flow and direction
FOAMING ARCHES (Monthly
Check for plugged nozzles
Check for complete coverage
Check the detergent levels
Check for water and chemical leaks
Check for air leaks
Inspect the foam generators
WHEEL CLEANER — On a monthly basis, during the
preventative maintenance inspection, the Vendor shall:
Hose down the cloth
Check for damage
Check for plugged nozzles
Check water lines
Check for oil leaks
Inspect mounting bolts
Check the tension spring
FRICTION CURTAINS — On a monthly basis, during
the preventative maintenance inspection, the Vendor shall:
Hose down the cloth
Check for damage
Check for plugged nozzles
Check water lines
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Check for hydraulic oil leaks
Inspect mounting bolts
Check for loose clips
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City Secretary Contract No.
1.0
EXHIBIT B
PAYMENT SCHEDULE
# Line Description
Unit of
Amount
Measurement
(UOM)
1 Hourly, Labor, M-F, 8:00 AM — 5:00 PM
HR
$120.00
2 After Hourly, Labor, (5:01 PM — 7:59 AM),
HR
$180.00
Weekends, and Holidays
3 Diagnostic Fee, M-F, 8:00 AM-5:00 PM
EA
$120.00
(shall include all travel and assessment to
completed diagnosis)
Prompt Payment Discount Terms: One Percent Ten Days (i.e. 3% Net 15, etc.)
Performance Dependability and Quality (PDQ) parts and supplies or other parts and supplies
not listed above offered at a discount off of the manufacturer's' list price: None % Discount
• Chemicals such as soaps, cleaners, rinses, rainX, etc. will be offered at a discount off of the
manufacturer's list price: 10% Discount
ESTIMATES
1.1 Vendor will provide written or electronically produced estimates to PMD Fleet
personnel before the start of any work. The estimates must be emailed to the PMD
Fleet employee(s) and/or PMD Fleet facility location who requested the services to
be completed.
1.2 Estimates will be approved verbally and authorized by PMD Fleet personnel in
writing via email with the purchase order number prior to work being performed.
Verbal approvals should not be considered.
1.2.1 Vendor will be notified, via email, of repairs needed and/or diagnosis
from Fleet.
1.2.2 Vendor will identify the repair direction and will email an estimate
with specific details of the repairs needed regardless of warranty or
non -warranty.
1.2.3 Warranty and billable repairs will be on separate estimate(s) /
invoicing in ALL cases.
1.2.4 PMD Fleet will issue a purchase order for billable repairs via email.
Repairs are NOT to be performed until a purchase order has been
issued in writing from PMD Fleet Division. This ensures proper
tracking and documentation are in place for the Vendor and the City.
1.2.5 Vendor may charge an hourly non -warranty labor rate per service, a
diagnostic fee (detailed out), PDQ parts, supplies, and chemicals
offered at a discount off of the manufacturer's list. There are no
Vendor Services Agreement Page 18 of 22
guarantees the City will accept or held financially or liable for costs
outside of labor and materials/ parts if the submitted pricing is deemed
excessive by the evaluation panel.
1.3 Final submitted invoices submitted to the City for work performed should always
match the final estimate received by the City. All revised estimates must be approved
in writing prior to billing.
1.4 If the City's car wash or equipment is serviced by a Vendor for warranty work, an
estimate provided by the Vendor to the City will state `Warranty Service'.
1.5 All estimates provided by the Vendor will be quoted on a `time and materials' basis,
adherence to the agreed upon contract rate(s) and itemized to illustrate the cost of
each of the following, if applicable, to the service or work performed.
1.5.1 Estimates will include number of, unit cost and City's cos for all part(s)
to be installed; itemized by part and/or chemical being purchases by
the City.
1.5.2 Estimates will include cost of labor to perform repair and/or
installation; itemized by number of labor.
1.5.3 Estimates will include itemized diagnostic fee. The diagnostic fee will
account for and include all travel and assessment to complete the
diagnosis.
1.5.4 Miscellaneous shop fees will not be allowed. These costs should be
broken down in Labor, Parts, or established fees defined in the bid
lines. This were to be considered when bidding applicable costs in the
other time and materials categories.
2.0 INVOICES
2.1 Vendor's Invoices must be itemized. Line items for labor, parts, and chemicals must
include supporting documentation, as discussed below:
2.1.1 Supporting Documentation for Labor charges must include, at a
minimum: 1) the total number of labor hours performed; and 2) the
labor rate. Vendor must provide the City with documentation which
identifies the per hour labor rate.
2.1.2 Supporting Documentation for Parts charges must include, at a
minimum: 1) a short and plain description of the part; 2) the vendor
part number; and 3) the vendor's cost for the part and any markups.
2.1.3 Supporting Documentation for Chemicals must include, at a minimum:
1) the amount and name of chemicals used; and 2) the cost of for each
chemical used.
2.1.4 Supporting Documentation for Sublet charges must include, at a
minimum: 1) a short and plain statement of the parts and services
provided by sublet providers; 2) the cost for each of the parts and
services provided by sublet providers; and 3) documentation from the
sublet provider establishing the vendor's authorization of the sublet
provider to provide parts and services.
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2.1.5 The Vendor must obtain a Purchase Order number before performing
any services.
2.1.6 The Vendor must itemize all charges on the Vendor's invoice billing
statement, and provide documentation establishing the charges on the
Vendor's invoice billing statement.
3.0 INVOICING REOUIREMENTS
3.1
The City of Fort Worth has begun implementing an automated invoicing system.
3.2
The Contractor will send invoices electronically to our centralized Accounts Payable
department invoice email address: supplierinvoices(a fortworthtexas.2ov. This email
address is not monitored so please do not send correspondence to this email address.
The sole purpose of the supplier invoices email address is to receipt and process
supplier invoices.
3.3
Please include the following on the subject line of your e-mail: vendor name, invoice
number, and PO number, separated by an underscore (ex: Example,
Inc._123456 FW013-0000001234)
3.4
To ensure the system can successfully process your invoice in an expedient manner,
please adhere to the following requirements:
3.4.1 All invoices must be either a PDF or TIFF format.
3.4.2 Image quality must be at least 300 DPI (dots per inch).
3.4.3 Invoices must be sent as an attachment (i.e. no invoice in the body of
the email).
3.4.4 One invoice per attachment (includes PDFs). Multiple attachments per
email is acceptable but each invoice must be a separate attachment.
3.4.5 Please do not send handwritten invoices or invoices that contain
handwritten notes.
3.4.6 Dot matrix invoice format is not accepted.
3.4.7 The invoice must contain the following information:
3.4.7.1 Supplier Name and Address;
3.4.7.2 Remit to Supplier Name and address, if different;
3.4.7.3 Applicable City Department business unit# (i.e. FW013)
3.4.7.4 Complete City of Fort Worth PO number (i.e. the PO
number must contain all preceding zeros);
3.4.7.5 Invoice number;
3.4.7.6 Invoice date; and
3.4.7.7 Invoices should be submitted after delivery of the goods
or services.
3.5
To prevent invoice processing delays, please do not send invoices by mail and email
and please do not send the same invoice more than once by email to
Vendor Services Agreement Page 20 of 22
sunDlierinvoices(afortworthtexas.2ov. To check on the status of an invoice, please
contact the City Department ordering the goods/services or the Central Accounts
Payable Department by email at: ZZ_FIN AccountsPavable(a�,fortworthtexas.2ov
3.6 If you are unable to send your invoice as outlined above at this time, please send your
invoice to our centralized Accounts Payable department instead of directly to the
individual city department. This will allow the city staff to digitize the invoice for
faster processing.
3.7 If electronic invoicing is not possible, you may send your paper invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable 200 Texas Street
Fort Worth, Texas, 76102
3.8 The City's goal is to receive 100% of invoices electronically so that all supplier
payments are processed efficiently. To achieve this goal, we need the Contractor's
support.
3.9 If Contractor has any questions, please contact the Accounts Payable team at (817)
392-2451 or by email to ZZ_FIN AccountsPavable(a�fortworthtexas.2ov.
3.10 Contractor will not include Federal, State of City sales tax in its invoices. City will
furnish a tax exemption certificate upon Vendor's request.
4.0 UNIT PRICE ADJUSTMENT
4.1 Vendor may request a Price Adjustment based on Price Adjustment Verification up
to one time Quarterly. Price Adjustment means an unplanned or unanticipated
change, upward or downward, from the established contract price that is supported by
demonstrated Price Adjustment Justification. A request for a Price Adjustment must
be initiated by the Vendor. Price Adjustments will not be allowed more frequently
than once Quarterly. It is within the sole discretion of the City to determine whether
an adjustment is necessary and/or acceptable.
4.2 Quarterly means the City's Fiscal year quarters, being each of the three (3) month
periods the first of which begins October 1. Quarter (Q) 1: October 1 — December 31;
Q2: Jan 1 — March 31; Q3P: April 1 — June 30; Q4: July 1 — September 30.
4.3 Price Adjustment Justification means documentation supporting a requested Price
Adjustment and showing an objectively verifiable basis for a change in price due to
the documented impact of economic conditions on labor, equipment, or materials.
Examples of possible Price Adjustment Justification include, but are not limited to,
cost indexes, and/or updated supplier price sheets. It is within the sole discretion of
the City to determine whether Price Adjustment Justification is sufficient and/or
acceptable.
4.4 The Vendor must submit its Price Adjustment request, in writing, at least 60 days
before the effective period (1 st day of a new quarter). The Vendor must provide all
Price Adjustment Justification, as defined above, at the time of its request for a Price
Adjustment.
4.5 If the City, in its sole discretion, concludes that the requested Price Adjustment is
unreasonable or not fully supported by adequate Price Adjustment Justification, the
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City reserves the right to adjust the rate increase, or reject the requested Price
Adjustment in its entirety and allow the contract to expire at the end of the contract
term. If the City elects not to accept a requested Price Adjustment, the Purchasing
Division may issue a new solicitation.
4.6 Prices offered were for bid analysis and for Agreement pricing. In cases of errors in
extensions or totals, the unit prices offered will govern.
4.7 Upon expiration of the Agreement term the successful Vendor, agrees to hold over
under the terms and conditions of this Agreement for a reasonable period of time to
allow the City to re -bid an Agreement, not to exceed ninety (90) days. Vendor will be
reimbursed for this service at the prior Agreement rate(s). Vendor will remain
obligated to the City under all clauses of this Agreement that expressly or by their
nature extends beyond and survives the expiration or termination of this Agreement.
4.8 Delivery of goods and/or services will not be suspended by the Vendor without a 30-
day prior written notice to the Senior Purchasing Manager.
4.9 Only Published price changes will be accepted. Prices that were in effect at the time
of order placement will take precedence
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