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HomeMy WebLinkAboutContract 61714CSC No. 61714 FORT WORTH,,, ,"'Mir 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 Rick's Tire Service, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor will provide Roadside Tire Services ("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 will expire one year after ("Expiration Date"), unless terminated according to this Agreement ("Initial Term"). City will have the option, in its sole discretion, to automatically renew this Agreement under the same terms and conditions, for up to four (4) one- year renewal options, at City's sole discretion 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Two Million Forty Thousand Five Hundred Dollars ($2,040,500.00). 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 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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. 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 Page 2 of 28 Vendor Services Agreement 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 ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED 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 Page 3 of 28 Vendor Services Agreement infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. 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. 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 Page 4 of 28 Vendor Services Agreement Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non - owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $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 Page 5 of 28 Vendor Services Agreement 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 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: 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: Rick's Tire Service, Inc. Dewayne Lewis, President 3004 E Abram Street Arlington, TX 76010 Facsimile: N/A Page 6 of 28 Vendor Services Agreement 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. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the 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. Page 7 of 28 Vendor Services 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 its Exhibits. 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 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 Page 8 of 28 Vendor Services Agreement 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 parry, 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 Bovcotting Energv 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 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 Page 9 of 28 Vendor Services Agreement 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) Page 10 of 28 Vendor Services Agreement ACCEPTED AND AGREED: CITY OF FORT WORTH: Dam &WA io fj By. Dana Burg�202411: CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: J u l 17, 2024 APPROVAL RECOMMENDED: By:" A - Name: Marilyn Marvin Title: Interim Director Property Management Department ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: Rick's Tire Service, Inc. �444pIlIl gO!FORr°a a° O�jo 0=4 pPP f ' ol-v P � °any>Eze.54p IlIlaov4d By: Name: Dewayne Lewis Title: President CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By. Denise Garcia (J 12, 202409:22 CDT) Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: uJ By: Name: Jessika J. Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0469 Form 1295: June 11, 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 11 of 28 Vendor Services Agreement EXHIBIT A SCOPE OF SERVICES 1.0 SCOPE 1.1 The roadside tire service will be required on an as needed basis twenty-four (24) hours per day, 365 days a year. 1.2 Following the award, additional services 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 provided in the Payment Schedule found in Exhibit B. 1.3 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. 1.4 All items supplied will be of recent production, unused, and suitable for their intended purpose. 2.0 DEFINITIONS 2.1 First Responder Vehicle/Equipment: Any type of vehicle/equipment utilized by the City 's Police or Fire Department respectively. These vehicle(s)/equipment require immediate attention by the Vendor. 2.2 Light Duty Vehicles: Vehicles with a Gross Vehicle Weight under 10,000 pounds. National Association Fleet Administrators (NAFA) Class codes 8,500 (1000-2999). 2.3 Medium/Heavy Duty Vehicles: Vehicles with a Gross Vehicle Weight over 10,000 pounds. NAFA Class codes (3,000-8999). 2.4 NAFA Class Codes: Standard vehicle and equipment classification system created and maintained by National Association of Fleet Administrators Fleet Management Association. 2.5 Specialty / Off -road Equipment: A piece of equipment with unique or specialized performance capabilities that allow it to perform prescribed task. NAFA Class Codes (000-0999 & 9000-9999) 2.6 OEM: Original Equipment Manufacturer (OEM) — is a company that supplies equipment to other companies to resell or incorporate into another product using the Manufacturer's brand name. It also may be used to refer to the company that acquires a product or component and reuses or incorporates it into a new product with its own brand name. 2.7 Pursuit and Performance Tires - Pursuit and Performance Tires for marked the City's Police Department vehicles- Tires will be new, standard production tires expressly designed and certified by the manufacturer for high-speed operations or as determined by Authorized City Personnel and will exhibit exceptional safety, stability, handling and stopping characteristics. 2.8 Authorized City Personnel — Property Management Department Fleet Division Personnel 2.9 PMD Fleet Service Center — One of the following five service centers belonging to The Property Management Department's Fleet Division: Brennan, James, Northside, Southside, and Water. 2.9.1 The Fleet Service Center locations are as follows below: Service Center Brennan Body Shop James Avenue Service Center Northside Service Center Southside Service Center Water Service Center 3.0 DETAILED SPECIFICATIONS Location 2500 Brennan Street Fort Worth, TX 76106 5021 James Avenue Fort Worth, TX 76115 317 Hillshire Drive Fort Worth, TX 76131 4100 Columbus Trail Fort Worth, TX 76133 2222 West Daggett Fort Worth, TX 76102 3.1 The City established an agreement for the Property Management Department's (PMD) Fleet Division for roadside tire repair services, services which will include but is not limited to tires, tubes, or retreading where applicable, as determined by City personnel and any additional supplies needed to ensure a complete, safe and proper tire repair. 3.2 Tires and Tubes: All tires and tubes to be used by the Vendor for City vehicles and equipment will be new, in unused condition, and in current production that carry all applicable markings and requirements by the Federal Government and in compliance with all federal, state and local ordinances and regulations. The Vendor will efficiently and expertly handle the following fleet tire needs: 3.2.1 The Vendor will not install recapped tires on any City vehicles without written authorization from the Fleet Assistant Director, Page 13 of 28 Vendor Services Agreement and/or the Fleet Superintendent. 3.2.1.1 The Vendor will not install recapped tires, under any circumstances, on police pursuit vehicles, fire apparatus, off -road, and specialty vehicles as outlined in the specifications below. 3.3 Pursuit and Performance Tires for marked City Police Department vehicles may not be repaired by Plug or Patch & Plug methods. All Pursuit and Performance Tires needing repair must be serviced by installing a new and pursuit designated tire for the application. 3.4 In the event specialty tires for Police and Fire Department equipment are not available, the Fleet Superintendent or the Fleet Assistant Director must be notified immediately at 817-392-6757 or 817-392-6759 respectively. 3.4.1 The Vendor is not permitted or authorized to put recapped tires on police pursuit vehicles or fire apparatus. 3.5 In the event the City intends to provide the Vendor with a replacement tire the City will notify the Vendor during the initial service request. The Vendor will then pickup up the replacement tire from one of the Fleet Service Centers. 3.6 Automobile/Passenger Tires — Tires will be of standard OEM quality equal to or superior in every respect to those normally furnished as original equipment for such vehicles or as determined by authorized City Personnel or furnished by the City to the City's stock. 3.7 Light Duty Trucks: Radial and Bias - Tires will be of standard OEM quality equal to or superior in every respect to those normally furnished as original equipment for such vehicles or as determined by authorized City Personnel or furnished by the City to the City's stock. 3.8 Medium/Heavy Duty Vehicles - Tires will be of standard OEM quality equal to or superior in every respect to those normally furnished as original equipment for such vehicles or as determined by authorized City Personnel or furnished by the City to the City's stock. 3.9 Specialty/Off-Road Equipment (Agricultural/Construction/Industrial): Radial and Bias- Specialty tires will include, but are not limited to, all -terrain vehicles, agricultural, industrial, construction, aviation, and park maintenance. These tires will be new, standard production, and will be of OEM quality equal to or superior in every respect to those normally furnished as the original equipment for such vehicles. 3.9.1 The Vendor is not permitted or authorized to put recapped tires on specialty/off-road equipment. 3.10 Every tire furnished to the City by the Vendor will bear the name and serial number of the manufacturer and will be guaranteed to be free from defects in workmanship and material without limit as to time or mileage. If the City's examination shows such tire has failed under the terms of this guarantee, the Page 14 of 28 Vendor Services Agreement Vendor will make a pro -rated credit based on the manufacturer's warranty on the purchase of a new tire. 3.11 All tires will be of current production and must carry all markings required by the Federal Government, under no circumstances will a production date for any tire exceed thirty-six (36) months from the date the contract goes into effect. 3.12 Arrangements for specialty tires or the stocking of tires at the Vendor's facility during off -hours, weekends, holidays, etc. will be pre -arranged with the Fleet Assistant Director and Fleet Superintendent. 3.13 Vendor will retain tires that Vendor has removed from City vehicles for up to 48 hours for authorized City personnel to confirm compliance of the repair/replacement guidelines contained in the agreement. Authorized City personnel may require the Vendor to deliver tires that have been removed from City Vehicles to a City Facility or to allow authorized City Personnel to inspect tires removed from City vehicles at the Vendor's tire drop-off location. 3.14 The Vendor will provide disposal services of tires, except for predetermined tire sizes that authorized City Personnel requests that the Vendor deliver to the City. 3.15 The Vendor will allow authorized City Personnel full access to the Vendor's tire drop-off locations. 3.16 The Vendor will provide the address of the state -qualified disposal facility the Vendor uses to dispose of the tires. The Vendor will need to be prepared to provide supporting documentation if requested that tires have been properly disposed of as outlined by TCEQ and the Texas Secretary of State. 3.16.1 The Vendor is responsible for following the rules for management of used or scrap tires as outlined in the Secretary of State Title 30 Part 1 Chapter 328 Subchapter F "Management of Used or Scrap Tires" 3.17 Operating procedures must conform to industry -recognized standards and related Department of Transportation (DOT) standards in the areas of - Casing condition; Casing grading and inspection; number of repairable items; buffing and cementing; tread rubber application; curing; trimming and finishing; and final inspection. 3.18 Authorized City Personnel reserve the right to request further sizes if deemed needed. 3.19 All tire repairs must meet U.S. Tire Manufacturer's Association repair guidelines and current industry standards. 4.0 VENDOR DUTIES FOR TIRE SERVICES 4.1 The Vendor will be responsible for the following duties for general roadside Page 15 of 28 Vendor Services Agreement tire service: 4.1.1 Flat -rate Plug and Patch 4.1.2 New Tire Mounts 4.1.3 Wheel Balancing (when applicable) 4.2 Vendor Duties for Specialized units for Roadside Tire Service include the following services: (Minimal number of units requiring these duties.) 4.2.1 Flat -rate Plug and Patch 4.2.2 New Tire Mounts 4.2.3 Wheel Balancing (when applicable) 4.2.4 Installation, removal or replacement of antifreeze in specialty equipment tires 4.2.5 Installation, removal or replacement of silicone in specialty equipment tires 4.2.6 Installation, removal or replacement of water in specialty equipment tires 4.2.7 Installation, removal, or replacement of foam in specialty equipment tires 4.3 Tire repairs will be considered but not limited to break downs, and must be plugged on the outside and patched on the inside, changing stems & tubes when required. 4.4 Tire repairs are to be included as part of the Flat Rate Service fee and no other charges will apply unless specifically requested by authorized City Personnel and listed as a separate financial repair as being indicated as a Line Item. 4.5 A tire repair is described at a minimum, but not limited to: 4.5.1 Raise vehicle supported by a proper safety stand to remove wheel from axle 4.5.2 Disassemble tire from wheel rim 4.5.3 Patch & Plug tire, patch tube when applicable 4.5.4 Reassemble onto wheel rim 4.5.5 Inflate tire to manufactures' recommended air pressure 4.5.6 Reinstall wheel on vehicle 4.5.7 Reset Tire Pressure Sensors (TPS) on vehicle equipped with air sensors whenever possible 4.5.8 Torque Fastener to OEM specifications. 4.6 Tire Replacement will be considered purchasing and mounting of new tire(s) Page 16 of 28 Vendor Services Agreement where additional price of tire and or tube will be added to the service call charge. 4.7 The Fleet Division will supply rims to the vendor for Police Patrol tires and they should be mounted with tires and balance ready for use at the vendor's warehouse. 4.8 All large truck tires, including fire truck tires, will be mounted but not balanced, Fleet staff will balance them as needed. 4.9 Specific requirements regarding inventory of Police Department items that should be stocked will be established with awarded Vendor. 5.0 GENERAL REQUIREMENTS 5.1 Vendor will furnish authorized City Personnel, a complete list of its organization's contact names, corporate telephone and cellular numbers and roadside repair vehicles makes/models and their capabilities. 5.2 Vendor will comply with all City, County, State and Federal rules, ordinances, laws and regulations as set forth now and any enacted in the future. This includes but is not limited to, state of Texas requirements for legal tread depth. Any tire found to not meet the State regulations will be the responsibility of the vendor to repair or exchange with a tire of compliance standards. 5.3 Vendor will furnish copies of certificates and/or licenses as required by these specifications and City, State and Federal rules, ordinances, laws and regulations as set forth now and enacted in future evidencing extent of their authority. The successful Vendor awarded an agreement will keep their certificates and/or licenses up to date throughout the life of the agreement and submit copies to authorized City Personnel if any amendments or renewals occur. 5.4 Vendor will keep accurate records of each service request identifying the following: Date & time of Service Request, Name and Phone Number of personnel with the Unit, Name and Phone Number of Requesting Authorized City Personnel, Unit Number and last six digits of the Unit VIN, Make/Model/Color of the Vehicle, mileage and hours (if applicable), Location of the Unit, Detailed Need of the tire situation, Tire size, Vendor servicing the service request, and work order number. 5.5 The Vendor agrees that all services to be provided by them pursuant to this Agreement will be subject to authorized City Personnel review and approval and will be in accordance with the generally accepted standards of practice of the state of Texas, as may be applied to the type of services to be rendered, as well as in accordance with all laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies which regulates or may have jurisdiction over the services to be provided. 5.6 Except as otherwise provided in the Agreement, the Vendor agrees not to Page 17 of 28 Vendor Services Agreement disclose or use any information not available to members of the general public and gained by reason of the Vendor's contractual relationship with the City for the special gain or benefit of the Vendor or for the special gain or benefit of any other person or entity. 5.7 Any incomplete services for any reason (example: delay due to inclement weather), vehicle(s) unable to be taken out of service or request to wait will be rescheduled by mutual consent within a reasonable amount of time. 5.8 The services to be performed will be performed by the Vendor's own staff, unless otherwise authorized in writing by authorized City Personnel. The employment of, contract with, or use of the services of any other person or firm by the Vendor, as independent contractor or otherwise, will be subject to the prior written approval of authorized City Personnel. No provision of this Agreement, however, will be construed as constituting an Agreement between the City and any such other person or firm. Nor will anything contained in this Agreement be deemed to give any such party or any third party any claim or right of action against the City beyond such as may otherwise exist without regard to this Agreement. 5.9 If Vendor responds to multiple vehicles or units at the same location during the same timeframe, only one service charge may be applied to the City. 5.10 The Vendor will have and operate a full-time, permanent business address with the ability to be reached by email and telephone. 6.0 AUTHORIZED CITY PERSONNEL RESPONSIBILITIES 6.1 Authorized City Personnel reserve the right to abort a service request at no charge prior to the time a service truck is dispatched, or if a required response time is not met. To abort a service request, authorized City Personnel will contact vendor via phone or email to inform Vendor the services are no longer needed. 6.2 Authorized City Personnel reserve the right to inspect all equipment and tools required to be used in the performance of the agreement before, during and after the award of the agreement and during the performance of the agreement. 6.3 The City does not guarantee or imply the Vendor any specific amount of work, services, or commodities, which may be required under this agreement. It is mutually understood between the parties that the agreement needs cannot be forecasted and are estimates only based on prior fiscal year needs. 6.4 Authorized City Personnel reserve the right to inspect all of the services and materials furnished by the Vendor. 6.5 Authorized City Personnel reserve the right to inspect any or all of the Vendor's facilities. 6.3 Service Requests will be made by the PMD Fleet Service Center and/or on -call PMD Fleet Supervisor during regular business hours Monday — Friday 8:00 AM Page 18 of 28 Vendor Services Agreement to 5:00 PM. After hours service requests will be made by the assigned -on call PMD Fleet Supervisor. 6.4 When placing a service request the PMD Fleet Service Center and/or on -call PMD Fleet Supervisor will provide the following information to the Vendor: Road Call Dispatch Requ Date & time of Service Request: Name and Phone Number of personnel with the Unit: Back up Contact Information: Unit Number & Last 6 digits of the Unit VIN Make/Model/Color of the Vehicle Mileage and hours (if applicable) Location of Unit: Detailed Need of the Tire Situation: Tire Size Vendor Contact Work Order # 7.0 RESPONSE TIMES ired Information 11/04/24 at 10:05 PM Jane Doe 817-555-5555 Name and Number of Authorize City Personnel 2020598/LV5826 White Ford Pickup 25,325 2500 Brennan Avenue Left Front Tire is Flat and needs replacement. 195/75R16 TransForce CV John Doe 158000 7.1 Maximum Response Time Limits by Vehicle Class Codes and Type(s) of Vehicles/Equipment: Upon notification by authorized City personnel, Vendor will be required to dispatch a service vehicle to address site requested and will repair and/or replace tires on location. 7.2 The Vendor's response time clock will begin when the initial telephone call or email is made by the PMD Fleet Service Center and/or on -call PMD Fleet Supervisor requesting service. The time clock commences regardless of whether or not verbal communication is reached between the PMD Fleet Supervisor and the Vendor. The PMD Fleet Service Center and/or on -call PMD Fleet Supervisor will leave a message for the vendor with detail regarding service request, however, the response time clock begins when the message or email is placed or sent. 7.4 Vendor must be onsite at the `requested response location' within the following time limits based on Vehicle/Equipment Class Codes or Type of Vehicle/Equipment requesting Roadside Tire Repair Service. 7.5 The time allotment(s) for each service request, as shown in the table below in Page 19 of 28 Vendor Services Agreement 8.0 7.5.1, begins when authorized City Personnel initiate a verbal request for Roadside Tire Service from the Vendor. 7.5.1 Vendor's Maximum Response Times Vehicle Class and/or Type of Vehicle Light Duty Vehicles First Responder Vehicles/Equipment (Regardless of vehicle size) Vehicles/Equipment utilized during Disaster Relief/Declared Emergencies (Regardless of vehicle size.) Medium/Heavy Duty Vehicles Specialty / Off -road Equipment Vehicle Vendor's Classification Code(s) Maximum Response Time < 8500 GVW 60 minutes < 8500 GVW & > 8500 GVW 60 minutes < 8500 GVW & > 8500 GVW 60 minutes < 8500 GVW & > 8500 GVW 30 minutes < 8500 GVW & > 8500 GVW 30 minutes 7.6 Vendor service trucks will be equipped and staffed to properly service all type of units owned and operated by the City, in regards to the service request during the initial contact by authorized City Personnel. The vendor will be responsible for the provisions of adequate and proper safety precautions for both the Vendor's employee and all persons in or around the work area(s). VENDOR RESPONSIBILITIES AND REQUIRED EQUIPMENT 8.1 Vendor will not substitute required tire brand without prior authorization from authorized City Personnel. 8.2 During the recovery of a declared disaster the Vendor will give first priority rights of service to the City for any road service tire request regarding equipment/vehicles utilized in the response of the declared disaster efforts. 8.3 Vendor will advise authorized City Personnel if in the vendor's expert opinion improper operator procedure was the cause of or contributed to any tire failure/repair. 8.4 The Vendor will keep an inventory of tires of the appropriate sizes in stock and readily available to meet time requirements of the City's needs based on the tires requested on the pricing sheet of this agreement. This will include all rarely used but critically necessary limited production manufacturer runs of tires for fire apparatus. 8.5 Vendor's equipment and tools will comply with all local City, County, State and Federal rules, ordinances, laws and regulations as set forth now and any enacted in the future and will remain current throughout the life of this Page 20 of 28 Vendor Services Agreement agreement. 8.6 All equipment and tools used in the performance of this agreement will be fully maintained, clean, in good working condition, suitable for their intended purpose and operated by fully qualified and licensed personnel. 8.7 Vendor will, during all periods of the agreement, make available, competent supervision of employees to assure complete and satisfactory fulfillment of the work and the terms of the agreement. The Vendor or a capable, fully authorized representative must be available during all work activities to receive any and all instructions from authorized City Personnel. 8.8 The Vendor must be thoroughly familiar with and incorporate all safety measures pertinent to its operations into the services provided. This will include, but not be limited to any local, City, County, State and Federal rules, ordinances, laws and regulations as set forth now and any enacted in the future and will continue throughout the life of the agreement. Vendor will be responsible for instructing and training its employees in all safety measures and compliance. The Vendor will at no time permit use of equipment or tools owned by Vendor or operate City -owned vehicles(s) being serviced in a manner as to create a safety hazard or cause damage and/or injury to any person, vehicle or property. 8.9 Vendor will be given a REPAIR WORK ORDER NUMBER and EQUIPMENT NUMBER each time a request for tire repair service is placed for tracking and accountability purposes. The City will NOT be held financially responsible for any requested service and its accompanying invoice/receipt of service that does not contain the Repair Order Number, PO Number and Equipment Number. As the majority of service requests for disabled vehicles occur do not occur on City property, this information is critical for reconciliation, payment and auditing purposes. 9.0 SAFETY 9.1 The Vendor will be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all licenses, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). 9.2 The Vendor is required to notify authorized City Personnel immediately of any hazardous conditions and/or damage to City property. 9.3 Material Safety Data Sheets 9.3.1 A Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or mixture containing such substance, pursuant to Revised Statutes Annotated (RSA) Chapter 277-A (277-A), will Page 21 of 28 Vendor Services Agreement accompany each delivery. Delivery of toxic or hazardous substance or mixtures containing such substance without MSDS sheets will not be accepted. Delivered containers will be properly labeled pursuant to RSA 277-A 9.3.2 Failure to submit the required MSDS sheets and/or label each container in accordance with RSA 277-A, will place the Vendor in noncompliance and will result in civil or criminal penalties. The Vendor furnishing substances or mixtures subject to RSA 277-A, is responsible for adhering to and being in compliance with this law. Failure to comply with RSA 277-A, will result in the cancellation of an order. Page 22 of 28 Vendor Services Agreement EXHIBIT B PAYMENT SCHEDULE # Line Description Unit of Amount Measurement (UOM 1 Service Charge EA $ 50.00 2 Flat -rate Plug EA $ 15.00 3 Flat -rate Plug and patch EA $ 25.00 4 Flat GVW>8,500 or Specialty Equipment EA $ 75.00 5 New Tire Mount (per tire) EA $ 25.00 6 Spare Mount on vehicles EA $ 25.00 7 Spare Mount, GVW>8,500 or Specialty Equipment EA $ 25.00 8 Tire Rotation EA $ 15.00 9 Repair a Bent Rim All Sizes EA $ 25.00 10 Bent Rim - Trailer or Specialty Equipment EA $ 25.00 11 Wheel Balancing (when applicable) EA $ 6.00 12 Mileage fee (*outside the thirty (30) mile zone specified in ITB) EA $ 5.00 13 Installation, removal or replacement of antifreeze in specialty LB $ 20.00 equipment tires 14 Installation, removal or replacement of silicon in specialty LB $ 20.00 equipment tires 15 Installation, removal or replacement of water in specialty LB $ 20.00 equipment tires 16 Installation, removal or replacement of foam in specialty LB $ 20.00 equipment tires 17 Disposal Services of Tires - Preselected EA $ 5.00 • Prompt Payment Discount Terms: 0 Percent Net 30 Days (i.e. 3% Net 15, etc.) • Tires, accessories, and parts will be will be offered at a discount of 45% off the price list. (All parts and replacement parts may be added on an as -needed basis throughout the life of the agreement) • Services not listed in the price submittal will be offered at a discount of 30% Page 23 of 28 Vendor Services Agreement 1.0 PRICING 1.1 Road service tire repair charges shall include all travel time, supplies, and any other expenses relative to providing a technician at the repair site for service; The Vendor shall provide a Flat Rate fee for these service requests, in addition to the cost(s) incurred for parts and materials used for repair or replacement in accordance with the price table and discounts above. 1.2 All Roadside Tire service requests within the thirty (30) mile area of the City Limit boundaries are included in the Flat Rate service fee. The thirty (30) mile boundary coordinates are detailed as a zone with a center reference point of the City of Fort Worth, 100 Fort Worth Trail, Fort Worth, TX 76102. If a tire repair service request is made within the thirty -mile limits of the boundaries, only the service request charge will apply, not mileage fees. 1.3 All applicable mileage fees for roadside tire service outside the designated thirty (30) mile boundaries must be calculated on the invoice/receipt by the Vendor as a separate line item. The mileage must be noted on the original response receipt as well as the Vendor's billing invoice to the City. These fees will be notated on the pricing sheet as a separate line item. 1.4 The mileage fees quoted by the Vendor must be accurate and calculated in terms of the actual distance to the response location from the last boundary point of the City to the response location dispatched. 1.5 Only one (1) Flat Rate Service Charge may be charged per service request. For example, if multiple tires need to be repaired or replaced on one (1) vehicle/equipment unit, then only one (1) Flat Rate Service Charge may be charged, not multiple Flat Rate Service Charges. 1.6 Vendor is not permitted to charge any separate fees for additional tire/tube accessories, such as, valve stems, weights, etc. All tire/tube accessories should be included in the cost of the tire, tube, or wheel/hub assembly. 1.7 Vendor is permitted to charge for the disposal of tires but not permitted to charge for other related parts or fluids relevant to the tire repair or replacement, such as specialty tire injection fillings of antifreeze, non -potable water, silicone, foam, etc. 1.8 Vendor is not permitted to charge for environmental fees or any other miscellaneous shop supplies. 1.9 Additional price list(s) copies shall be provided throughout the term of the contract at no cost. Prior to any price increases to the line items above (excluding the price of tires), the Vendor must submit the price changes in written documentation to authorized City Personnel at least sixty (60) days prior to contract renewal of each annual term the City chooses to renew the Contract(s). Without the City's written approval and notification, the Vendor is Page 24 of 28 Vendor Services Agreement not permitted to increase costs. This written approval by authorized City Personnel shall apply to any and all supplements, amendments, or revisions to this contract and is subject to any and all chargeable fees to the City. 1.10 The Vendor will provide updated price lists for tires as market prices change but will still apply a 45% discount off of the prices. If the City accepts the new price lists and places an order based on that list, it will be considered as an addendum to this agreement but is not required to be filed in the City records. The parties will maintain all price lists for the three year audit period. 1.11 The City's needs and requirements for twenty-four (24) hours per day, seven (7) days per week services availability does not recognize holidays, overtime, after-hours, or emergency services as additional fees to be charged to the City. 2.0 WARRANTY 2.1 The Vendor shall provide a warranty to include at a minimum, but not limited to the following: 2.1.1 In addition to any other warranties in this contract, the Vendor warrants that all work and products supplied under this agreement conform to the agreement requirements and are free from any defect in workmanship, equipment, material, or design furnished by the Vendor or any supplier at any tier. 2.1.2 Vendor agrees to repair or replace promptly, on a one -for- one basis without additional cost to the City, any and all defective work and products. The City defines "prompt" repair or replacement to be within twenty-four (24) hours after notification by authorized City personnel. 2.1.3 This warranty shall continue for a period of 90 days from the date of acceptance of products and work by the City. 2.1.4 The Vendor shall remedy at the Vendor's expense any non- conforming or defective products or work. In addition, the Vendor shall remedy at the Vendor's expense any damage to real or personal property owned by the City, when that damage is the result of a defect of products furnished. 2.1.5 The Vendor's warranty with respect to products repaired or replaced will run for 90 days from the date of installation and acceptance of such by the City. 2.1.6 The City shall notify the Vendor, within 7 business days after the discovery of any failure, defect, or damage. 2.1.7 If the Vendor fails to remedy any failure, defect, or damage within a reasonable time after receipt of the notice, the City shall have the right to replace, repair, or otherwise remedy the failure, defect, or damage at the Vendor's expense. Page 25 of 28 Vendor Services Agreement 2.1.8 This warranty shall not include failures attributable to accident, fire, or negligence on the part of City personnel. 2.2 Concerning all warranties, expressed or implied, from manufacturers, or suppliers for work performed and materials furnished under this contract, the Vendor shall: 2.2.1 Obtain all warranties that would be obtained in normal commercial practice; 2.2.2 Enforce all warranties for the benefit of the City. 3.0 INVOICES 3.1 All invoices from the vendor will include the following: 3.1.1 The date and time of the service request 3.1.2 Name and Phone Number of personnel with the Unit 3.1.3 Name and Number of Authorized City Personnel 3.1.4 The Vehicle's Unit number & the last 6 digits of the Vehicle's VIN 3.1.5 The Vehicle's Make/Model/Color 3.1.6 Mileage of the vehicle, or hours of the equipment as applicable 3.1.7 Location where the services were provided 3.1.8 Itemized list of services and goods rendered 3.1.9 Vendor Contact 3.1.10 Work order number 3.1.11 Full purchase order number (i.e. FW021-OOOOOXXXXX) 3.2 Invoices cannot be submitted if the information outlined above in section 3.1 is not included. 3.3 Any time a correction is needed, the date on the invoice must be updated. 3.4 The Vendor's invoices must be itemized. Line items for labor, parts, and chemicals must include supporting documentation, as discussed below. 3.5 INVOICE SUPPORTING DOCUMENTATION 3.5.1 Supporting Documentation for Labor charges must include, at a minimum: 1) the total number of labor hours performed; and 2) the labor rate. The Vendor must provide the City with documentation that identifies the per -hour labor rate. 3.5.2 Supporting Documentation for Parts charges must include, at a minimum: 1) a short and plain description of the part; 2) the Vendor's part number; and 3) the Vendor's cost for the part and any markups. Page 26 of 28 Vendor Services Agreement 3.5.3 Supporting Documentation for Chemicals must include, at a minimum: 1) the amount and name of chemicals used; and 2) the cost of each chemical used. 3.5.4 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. 3.5.5 The Vendor must obtain a Purchase Order number before performing any services. 3.5.6 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. 4.0 INVOICING REQUIREMENTS 4.1 The Vendor will send invoices electronically to a centralized Accounts Payable department invoice email address: supplierinvoicesnfortworthtexas.aov. 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. 4.2 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) 4.3 To ensure the system can successfully process your invoice in an expedient manner, please adhere to the following requirements: 4.3.1 All invoices must be either a PDF or TIFF format. 4.3.2 Image quality must be at least 300 DPI (dots per inch). 4.3.3 Invoices must be sent as an attachment (i.e. no invoice in the body of the email). 4.3.4 One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable but each invoice must be a separate attachment. 4.3.5 Please do not send handwritten invoices or invoices that contain handwritten notes. 4.3.6 Dot matrix invoice format is not accepted. 4.3.7 The invoice must contain the following information: 4.3.7.1 Supplier Name and Address; Page 27 of 28 Vendor Services Agreement 4.3.7.2 Remit to Supplier Name and address, if different; 4.3.7.3 Applicable City Department business unit# (i.e. FW013) 4.3.7.4 Complete City of Fort Worth PO number (i.e. the PO number must contain all preceding zeros); 4.3.7.5 Invoice number; 4.3.7.6 Invoice date; and 4.3.7.7 Invoices should be submitted after delivery of the goods or services. 4.4 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 supplierinvoices(a fortworthtexas.aov. 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_AccountsPavableafortworthtexas.2ov 4.5 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. 4.6 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. 4.7 Contractor will not include Federal, State of City sales tax in its invoices. City will furnish a tax exemption certificate upon Vendor's request. Page 28 of 28 Vendor Services Agreement City of Fort Worth, Texas Mayor and Council Communication DATE: 06/11/24 M&C FILE NUMBER: M&C 24-0469 LOG NAME: 13P RFP 24-0143 ROADSIDE TIRE SERVICES KQ PMD SUBJECT (ALL) Authorize Execution of Agreement with Rick's Tire Service, Inc. for Roadside Tire Services for the Property Management Department in an Annual Amount Up to $2,040,500.00 for the Initial Term and Authorize Four, One -Year Renewal Options in an Amount Up to $2,346,575.00 for the First Renewal, $2,698,561.00 for the Second Renewal, $3,103,345.00 for the Third Renewal, and $3,568,847.00 for the Fourth Renewal RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with Rick's Tire Service, Inc. for roadside tire services for the Property Management Department in an annual amount up to $2,040,500.00 for the initial term and authorize four, one-year renewal options in an amount up to $2,346,575.00 for the first renewal, $2,698,561.00 for the second renewal, $3,103,345.00 for the third renewal, and $3,568,847.00 for the fourth renewal. DISCUSSION: The Property Management Department (PMD) approached the Purchasing Division for assistance with securing an agreement for roadside tire services on an as -needed basis. The Purchasing Division issued an Invitation to Bid (ITB) that consisted of specifications for roadside tire services for all 4,961 vehicles in the City's Fleet, including but not limited to emergency services vehicles, specialty and off -road equipment, and heavy-duty vehicles. The solicitation included requests for roadside tire services such as patching and plugging tires, changing tires, and providing tires for PMD to purchase when not in the City's stock. The ITB was advertised in the Fort Worth Star -Telegram on February 28, 2024, March 6, 2024, March 13, 2024, March 20, 2024, and March 27, 2024. The City received one response. At the time the solicitation was issued, the City's existing agreement for roadside tire services expired. The Purchasing Division set up a bridge agreement using cooperative agreement TIPS 230403 with Southern Tire Mart, LLC. in an amount of up to $800,000.00 (Mayor and Council Communication (M&C) 24-0296). Per M&C 24-0296, the agreement with Southern Tire Mart, LLC. will be canceled upon execution of this agreement with Rick's Tire Service, Inc. An evaluation panel consisting of representatives from the Property Management and Environmental Services Departments reviewed and scored the submittal using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below. Bidder Evaluation Factors a b c d Total Score Rick's Tire Service, Inc. 26.0 16.7 116.0 I30 I88.67 Best Value Criteria: a. Contractor's ability to meet the City's needs b. Contractor's qualifications and experience c. Contractor's approach to perform services d. Cost of service After evaluation, the panel concluded that Rick's Tire Service, Inc. presented the best value to the City. Staff certifies that the recommended vendor's bid met specifications. Therefore, the panel recommends that the City Council authorize an agreement with Rick's Tire Service, Inc. No guarantee was made that a specific amount of services would be purchased. Funding is budgeted in the General Operating & Maintenance category within the Fleet & Equipment Sery Fund for the Property Management Department. PMD is requesting an annual increase for each renewal to account for the projected 3% yearly increase on the City's fleet and the average 15% yearly cost increase the Department has seen on past renewals for roadside tire services contracts. DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, per the Business Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date. RENEWAL TERMS: This agreement may be renewed for four additional, one-year terms. This action does not require specific City Council approval provided that the City Council has appropriate sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Fleet & Equipment Sery Fund. Prior to an expenditure being incurred, the Property Management Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office by Oriainatina Business Unit Head Additional Information Contact: Reginald Zeno 8517 Dana Burghdoff 8018 Reginald Zeno 8517 Marilyn Marvin 7708 Jo Ann Gunn 8525 Karen Quintero 8321