HomeMy WebLinkAboutContract 61416CSC No. 61416
FORT WORTHS
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and ELITE MATERIAL HANDLING, LLC
("Vendor"), a Texas Limited Liability Company, and acting by and through its duly authorized
representative, each individually referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Loading dock leveler repair services ("Services"), which are set forth in
more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement is effective beginning on date signed by the Assistant City Manager
below ("Effective Date") and expire one (1) year from the Effective Date ("Expiration Date"), unless
terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole
discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one- year renewal
option(s) (each a "Renewal Term"). Notwithstanding anything herein, upon the commencement of each
Renewal Term, the prices then in effect shall be automatically adjusted by the amount of the percentage
change in the Consumer Price Index (CPI) for the most recently available previous twelve-month period.
The CPI used to calculate the adjustment will be the U.S. All City CPI-U, as published by the U.S.
Department of Labor. The price adjustment will affect all Services and prices attached to this Agreement.
Notification to City of said price adjustments will occur approximately thirty (30) days prior to the effective
date of such change.
3. Comuensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed SIXTY THOUSAND DOLLARS AND 00/100
($60,000.00). 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-annronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 16
Elite Material Handling, LLC FT. WORTH, Tx
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Riaht 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. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
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provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, 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
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of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
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
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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): n Applieable El Th A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(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
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comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth
Elite Material Handling, LLC
Attn: Assistant City Manager
Amanda Thomas, Customer Service Sales
200 Texas Street
900 Port America Place
Fort Worth, TX 76102-6314
Grapevine, TX 76051
Facsimile: (817) 392-8654
Facsimile: (817) 595-7554
With copy to Fort Worth City Attorney's Office at With a copy to Elite Material Handling, LLC
same address Attn: General Counsel
3235 Levis Commons Blvd.
Perrysburg, OH 43551
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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
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Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, 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
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forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
parry 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 Bovcotting Enerav 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,
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the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The
terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or
services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
34. NOTWITHSTANDING ANY PROVISION HEREIN OR IN ANY WORK ORDER TO
THE CONTRARAY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL, PUNITIVE OR EXEMPLARY
DAMAGES IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER, EVEN IF NOTICE
WAS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE
REASONABLY FORESEEABLE. The provisions of this Section 34 shall survive termination or
expiration of this Agreement.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By:
Dana Burghdoff (Mayf4, 20241 :10 CDT)
Name:
Dana Burghdoff
Title:
Assistant City Manager
APPROVAL RECOMMENDED:
By: �7—
Name: Marilyn Marvin
Title: Interim Property Management Director
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Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
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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.
benl,'le GaKl1
By: Denise Garcia (May 7, 202410:38 CDT)
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Matthew A. Murray
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
1. SCOPE
1.1. This Agreement is for the City of Fort Worth to receive the maintenance and repair of the
loading dock leveling equipment used to align vehicles with the loading docks at various City
owned facilities to facilitate onloading/offloading of cargo for the Property Management
Department, on an as needed basis, per the descriptions and specifications listed in this
agreement.
1.2. The Vendor will provide all equipment, materials, personnel, tools and parts necessary to
perform repairs to levelers and loading dock levelers at City -owned facilities, as requested by
authorized City employee, 24-hours a day, seven days a week, including holidays.
1.3. The Vendor will provide a planned maintenance program to clean, inspect, lubricate, adjust,
document and share findings with authorized City employee.
1.3.1. Dock & Door Preventative Maintenance Inspections will include:
1.3.1.1. A detailed inspection completed by experienced technicians
1.3.1.2. Checking for proper operation of door and cleaning out any debris leveler pit
1.3.1.3. Inspecting all rollers, hinges, latches, spring lien and any damaged panels
1.3.1.4. Lubricating all rollers, hinges, latches, springs line and nay other lubrication
points
1.3.1.5. Inspecting wiring for possible shorts and line breakage
1.3.1.6. Adjusting tension cable if need and ensuring door spots are secure
1.4. The City of Fort Worth reserves the right to add or cancel service locations.
1.5. Vendor will conduct an initial assessment to trouble shoot issues reported and then provide a
detailed of needed work.
1.6. 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.
1.7. 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.
1.8. Any services that have been omitted from this scope of service that are clearly necessary or in
conformance shall be considered a requirement although not directly specified or called for in
the scope of services.
2. QUOTES
2.1. Vendor will provide written or electronically produced estimates to authorized City employee(s)
before the start of any work. The estimates must be emailed to the authorized City employee(s)
who requested the services to be completed.
2.2. Estimates shall be approved and authorized by authorized City employee in writing via email
with the purchase order number prior to work being performed. Verbal approvals should not be
considered.
2.2.1. The Property Management Department (PMD) shall create the necessary work order for
tracking.
2.2.2. Vendor shall be notified, via email or phone call, of repairs needed and/or diagnosis from
authorized City employee.
2.2.2.1. City shall issue and provide a Purchase Order (PO) for billable repairs via email.
2.2.2.2. Vendor will not provide any services without a PO for the services requested.
This will ensure prompt payment for services rendered.
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Elite Material Handling, LLC
2.2.3. Vendor will identify the repair direction and will email an estimate with specific details of
the repairs needed regardless of warranty or non -warranty.
2.2.4. Warranty and billable repairs will be on separate estimate(s) / invoicing in ALL cases.
2.2.5. Authorized City employee will document the approval and will update the work order
detailing all communications and repairs with denial or approval information.
2.2.6. Vendor may charge an hourly non -warranty labor rate per service, parts and supplies will
be offered at a 5% discount off of the manufacture's list price. There are no guarantees the
City will accept or held financially or liable for costs outside of labor and materials/parts if
pricing is not provided by the vendor with bid response.
2.2.7. 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.
2.2.7.1. Estimates will include number and cost of part(s) to be installed.
2.2.7.2. Estimates will include cost of labor to perform repair and/or installation; itemized
by number of labor hours per labor line.
2.2.7.3. Estimates shall include itemized inspection/diagnostic fees.
3. PARTS
3.1. All parts and materials supplied under the agreement shall be new, unused, of recent
manufacture, and suitable for its intended purpose.
3.2. When necessary, uses or rebuilt parts can be used for temporary repairs while waiting for new
parts to arrive.
3.3. All parts and equipment must have an Underwriters Laboratories (UL) certification, which is
required on all electrical parts.
4. PRODUCT DESCRIPTION
4.1. Ten Gallons of hydraulic fluid for lift: as needed the Vendor will need to replace fluid so unit
will properly raise and be able to be secured in "UP" position. Clean pit of debris, use oil
absorbent and re -clean. Remove Hydraulic Cylinders.
4.2. Disassemble and inspect cylinders at shop: Provided Cylinders are in good enough condition,
both cylinders will be re -packed, re -sealed, and pressure tested. Hydraulic cylinders will be
transported to jobsite and installed. Complete unit adjusts for proper operation.
4.3. Qualifications: If Cylinders are not repairable add cost for each per cylinder for complete
replacement units. Work to be done Monday through Friday. Technicians will clean Hydraulic
fluid spill.
5. DELIVERY OF SERVICE
5.1. Vendor will respond to all services requests within twenty-four (24) hours of notification by the
authorized City employee(s), or by the time agreed upon the authorized City employee(s) and
Vendor.
5.2. HOURS OF SERVICE
5.2.1. Regular hours shall be from 8:00 A.M. to 5:00 P.M., Mondays through Fridays.
5.2.2. Overtime/emergency hours shall be from 5:01 P.M. to 7:59 A.M., Mondays through
Fridays; all hours on Saturday and Sunday and City observed holidays.
5.2.3. City observed holidays are:
5.2.3.1. New Year's Day
5.2.3.2. Martin Luther King Day
5.2.3.3. Memorial Day
5.2.3.4. Juneteenth
5.2.3.5. July Fourth
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Elite Material Handling, LLC
5.2.3.6. Labor Day
5.2.3.7. Thanksgiving Thursday and the following Friday
5.2.3.8. Christmas Day
5.3. SERVICE LOCATIONS
5.3.1. 100 Fort Worth Trail, Fort Worth TX, 76102
5.3.2. 509 West Felix, Fort Worth TX, 76115
5.3.3. 275 West 13th Street, Fort Worth TX, 76102
5.3.4. 200 Texas Street, Fort Worth Texas, 76102
6. INVOICES
6.1. The shall send invoices electronically to the City's centralized Accounts Payable department
invoice email address: sunnlierinvoices(dfortworthtexas.eov. This email address is not monitored so
Vendor shall not send correspondence to this email address. The sole purpose of the supplier
invoices email address is to receipt and process supplier invoices.
6.2. Vendor shall include the following on the subject line of Vendor's e-mail: vendor name, invoice
number, and PO number, separated by an underscore (ex: Example, Inc._123456_FW013-
0000001234)
6.3. To ensure the system can successfully process your invoice in an expedient manner, Vendor
Shall adhere to the following requirements:
6.3.1. To ensure the system can successfully process your invoice in an expedient manner,
Vendor Shall adhere to the following requirements:
6.3.2. Image quality must be at least 300 DPI (dots per inch).
6.3.3.Invoices must be sent as an attachment (i.e. no invoice in the body of the email)
6.3.4.One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable
but each invoice must be a separate attachment.
6.3.5.Vendor shall not send handwritten invoices or invoices that contain handwritten notes.
6.3.6.Dot matrix invoice format is not accepted.
6.3.7.The invoice must contain the following information:
6.3.7.1. Supplier Name and Address;
6.3.7.2. Remit to Supplier Name and address, if different;
6.3.7.3. Applicable City Department business unit# (i.e. FW013)
6.3.7.4. Complete City of Fort Worth PO number (i.e. the PO number must contain all
preceding zeros);
6.3.7.5. Invoice number;
6.3.7.6. Invoice date; and
6.4. Invoices should be submitted after delivery of the good or services.
6.5. To prevent processing delays, Vendor shall not send invoices by mail and email. Vendor shall
not send the same invoice more than once by email to suanlierinvoicesaa,fortworthtexas.eov. To
check on the status of an invoice, the Vendor shall contact the City Department ordering the
goods/services or the Central Accounts Payable Department by email at:
ZZ FIN AccountsPavableaa,fortworthtexas.eov.
6.6. If Vendor is unable to send your invoice as outlined above at this time, the Vendor shall send
invoices to the City's 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.
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Elite Material Handling, LLC
6.7. If electronic invoicing is not possible, Vendor shall send Vendor's paper invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable
100 Fort Worth Trail
Fort Worth, Texas 76102
6.8. Vendor shall not include Federal, State of City sales tax in its invoices. City will furnish a tax
exemption certificate upon Vendor's request.
7. INVOICE SUPPORTING DOCUMENTATION
7.1. 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.
7.2. 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.
7.3. 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.
7.4. Supporting documentation for freight charges must include, at a minimum, the total cost of
freight charges. Vendor will provide the City, at a minimum, with a Bill of Lading or Purchase
Order as documentation of the freight charges.
7.5. 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.
7.6. The Vendor must obtain a Purchase Order number before performing any services.
7.7. 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.
FMWA/_\ 7 710" 1
8.1. Vendor guarantees items offered and delivered to be new, unused and the current standard
production at time of use and will offer expiration date of no less than one (1) year. Vendor also
guarantees items offered and delivered to be free from any and all defects in material, packaging
and workmanship and agrees to replace defective items promptly at no charge to the City of Fort
Worth, for the manufacturer's standard warranty.
8.2. All repairs are warranted for 90 Days or 500 Hours, whichever occurs first. The warranty start
date commences with the date on the singed service ticket or the last labor date of the technician,
whichever occurs first. Repairs completed with sourced parts by the City are not included within
this warranty.
9. PERFORMANCE
9.1. Failure of the City to insist in any one or more instances upon performance of any of the terms
and conditions of this Agreement shall not be construed as a waiver or relinquishment of the
future performance of any terms and conditions, but the Vendor's obligation with respect to such
performance shall continue in full force and effect.
9.2. Vendor will keep the premises clean and no trash or debris will be permitted to accumulate in
work areas. Vendor will be responsible for removal and disposal of all debris and waste
materials associated with this Contract.
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Elite Material Handling, LLC
Don't wait to schedule your preventative mainibemirlicel
Additional Products & Services:
• New & Used Forklifts
Rental Equipment
• Forklift Service & Maintenance
• Forklift Operator Safety Training
Pallet Racking Equipment &
lmstafl
r Aerial Lift Equipment
• Decks, Doors, and More!
A detailed inspection completed by
experienced technicians
-Vol' Checking for proper operation of door and
cleaning out any debris leveler pit
Inspecting all rollers, hinges, latches, spring
line and any damaged panels
Lubricating all rollers, hinges, latches, spring
`+ line and any other lubrication points
Inspecting wiring far possible shorts and line
breakage
Adjusting tension cable if needed and ensuring
door stops are secure
- / NO hidden or miscellaneous fees
DALLAS I FORTH WORTH
900 Port America PI_
Grapevine, TX 16W
817.595.5995
HOUSTON
22203Cypress SIoJ.,^ Dr,
Houston. TX 7!u!5
281.895.5438
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Elite Material Handling, LLC
EXHIBIT B
PAYMENT SCHEDULE
PRICE SUBMITTAL LOADING DOCK AND LEVELER REPAIR SERVICES AND SUPPLIES
•
Kelley /
Labor for machine installation, maintenance and repair
Poweramp /
Hour 80 $ 175.00
services
Overhead
Door Brand
$ 14,000.00
Kelley /
Preventative Maintenance for Lifts Hour 80 $ 85.00
Poweramp /
Overhead
Door Brand
$6,800.00
Kelley /
Preventative Maintenance for Industrial Levelers EA 8 $85.00
Poweramp/
Overhead
Door Brand
$680.00
Kelley /
Preventative Maintenance for Hydraulic Equiptment EA 80 $ 85.00
Poweramp /
Overhead
Door Brand
$6,800.00
Kelley /
Hydraulic Fluid GA 100 $ 20.33
Poweramp /
Overhead
Door Brand
$2,033.00
Parts and supplies required for repairs. State Discount off
Manufacturer's Suggested List Price, or Markup from your cost.
Kelley/
Discount Example: If offering a discount of 5%, 30,000 x .95 =
Poweramp /
Dollar 30000 $ 0.95
28,500. You would enter 0.95 as your unit cost. Cost Plus
Overhead
Example: If your markup is 5%, 30,000 x 1.05 = 31,500. You
Door Brand
would enter 1.05 as unit cost.
$28,500.00
$ 58,813.00
Service call minimum or emergencies will be 2 hours: 1 hour of travel + 1 hour of labor. The travel rate
for one hour at $175.00 and one labor hour at $175. The minimum service cost shall be $350.00.
Holiday will be billed at a time and a half and there will be a 4-hour minimum for vendor to render
services: 4 hours at $262.50 for a total service cost of $1,050.
Part and supplies will be offered at a 5% discount.
There is a one-time service call for the initial visit, if vendor returns with parts, then there will not
be an
additional service call.
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Elite Material Handling, LLC