HomeMy WebLinkAboutContract 61970City Secretary Contract No. 61970
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WO TH ("City"), a Texas home rule municipal corporation, and Action
Cleaning Systems, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to
as the "parties."
1. Scope of Services. Vendor will provide maintenance and repairs for City's high pressure
washers, parts washers, and floor scrubbers ("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. 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.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will not exceed Seventy -Five Thousand Dollars ($75,000.00).
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.
Following the award of this Agreement, additional products and services of the same general
category that could have been encompassed in the award, and that are not already made a part of the
Agreement, may be added based on the discount provided on Vendor's bid response (if applicable) and
price sheet provided with Vendor's bid response or a current quote provided from the Vendor.
The Parties may engage in multiple transactions under this Agreement. For each purchase made
pursuant to this Agreement, Vendor must supply a quote and the quote must conform with the then -current
pricing under the agreement or the discount provided on the Vendor's bid response if it is for an additional
product and service of the same general category, as described above. If the City accepts the quote and
places the order, that quote shall be considered an addendum to this agreement but is not required to be
filed in the City records. The Parties will maintain all quotes for the 3-year Audit period included herein.
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.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 18
FT. WORTH, TX
City Secretary Contract No. 61970
4.2 Non-aDDronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are 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
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City Secretary Contract No. 61970
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. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, 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
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City Secretary Contract No. 61970
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assienment and Subcontracting.
9.1 Assiamnent. 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:
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City Secretary Contract No. 61970
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$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 Reauirements
(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.
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City Secretary Contract No. 61970
(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 parry, 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:
100 Fort Worth Trail
Fort Worth, Texas 76102
WIN��"1 19
Action Cleaning Systems, Inc.
JD Nelms, Office Manager
PO Box 4910
Tyler Texas, 75712
Facsimile: N/A
14. Solicitation of Emolovees. 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.
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City Secretary Contract No. 61970
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 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 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
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City Secretary Contract No. 61970
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 consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Comnanv 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.
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City Secretary Contract No. 61970
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 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)
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City Secretary Contract No. 61970
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Data L4462a responsible for the monitoring and administration of
By. Dana Burghdoff (Sep 16,202411:4 CDT) this contract, including ensuring all performance and
Name: Dana Burghdoff reporting requirements.
Title: Assistant City Manager
Date: BY: Denise Garcia (So 10, 202409:23 CDT)
Name: Denise Garcia
APPROVAL RECOMMENDED: Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Marilyn Marvin
Title:
Interim Director Property
B Y:
Management Department
Name: Jessika J. Williams
Title: Assistant City Attorney
ATTEST:
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CONTRACT AUTHORIZATION:
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Form 1295: N/A
By:
Name:
Jannette Goodall
Title:
City Secretary
VENDOR:
Action Cleaning Systems, Inc.
BY: Joe lfAelms (Sep 6, 202412:39 CDT)
Name: JD Nelms
Title: Office Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 18
City Secretary Contract No. 61970
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE OF WORK
1.1 Vendor will provide maintenance, repairs, replacement equipment, and parts for, but not
limited to, Landa, and Hotsy high pressure washers, Cuda parts washers, and Tennant,
Dayton, and Karcher floor scrubbers, on an as needed basis for Property Management
Department (PMD) Fleet Division.
2.0 PARTS
2.1 Vendor will provide stock or have access to the complete line of parts and supplies
needed for maintenance and repairs.
2.2 Vendor will provide 5 to 55-gallon, biodegradable, non -clogging formula, high-pressure
washer soap used to clean heavy soil, degreaser and bulk soap.
2.2.1 Vendor must provide a printed copy of SDS' sheets which may be required for
chemicals stored at the City.
2.3 All items supplied will be of recent production, unused, and suitable for their intended
purpose meeting OEM specifications for equipment used.
2.3.1 All parts used for repair shall meet the strict OEM standards and specifications.
2.4 Vendor will warranty all work and products supplied under this Agreement against any
defects in design, workmanship, materials and failure to operate satisfactorily.
2.4.1 Each product will be constructed to the highest industry standards. Products
manufactured of poor workmanship will not be accepted.
2.4.2 Vendor will provide parts, service, sales and warranty service for any high -power
pressure washer and floor scrubber equipment the City may need.
3.0 REPLACEMENT EQUIPMENT
3.1 If the Vendor concludes that they are unable to complete the repair due to: (1) Equipment
reaching its end of life; (2) Equipment no longer supported by the manufacturer; or (3)
Parts no longer available, the Vendor will notify the City and provide an estimate for
replacement equipment. The estimate must include:
3.1.1 Make and Model of the replacement equipment;
3.1.2 Equipment status, new or refurbished;
3.1.3 Warranty on parts and labor;
3.1.4 Technical documentation, listing the replacement equipment specifications;
3.1.5 Installation Cost;
3.1.6 Price list;
3.1.7 Discount; and
3.1.8 Final Unit Cost including all shipping costs.
Vendor Services Agreement Page 11 of 18
City Secretary Contract No. 61970
3.2 Vendor will have any OEM required certification on the replacement equipment offered
to the City.
3.3 The City reserves the right to:
3.4.1 Approve or disapprove any and all substitutions.
3.4.2 Purchase the replacement equipment from other current agreements to replace the
obsolete equipment if the cost is less.
4.0 QUALITY OF SERVICE AND WORK
4.1 Upon arrival at each facility the Vendor will contact the on -site PMD Fleet supervisor
prior to performing any duties, as well as checking out with said supervisor upon
completion of duties.
4.2 The Vendor agrees to perform all work between the hours of 7:00 am and 4:00 pm
Monday through Friday.
4.2.1 This excludes all observed City holidays; New Year's Day, Martin Luther King
Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving
Day (Thurs and Fri) and Christmas day.
4.3 Upon return and inspection of services completed, PMD Fleet Supervisor will notify the
Vendor if any issues regarding the services or parts are found to be unsatisfactory.
4.4 Vendor will be given opportunity to correct unacceptable levels of service. Failure of
Vendor to correct services or parts to a satisfactory condition will be considered grounds
for termination.
4.5 Vendors is required to perform the work using the most up to date and appropriate
methods available from the Original Equipment Manufacturer (OEM) or equivalent said
work under those standards. This includes, but is not limited to, all suitable repair
equipment and parts to insure the satisfactory execution of any repair or installation.
4.5.1 Repair services shall be performed by certified and/or licensed representative,
and must meet or exceed all national, state, and local codes requirements.
4.6 Vendor guarantees that all technicians are certified and/or licensed, and trained to
perform the required maintenance and repair on supported product lines.
4.7 The Vendor possesses all needed diagnostic equipment and tools to support the contract
requirements.
4.8 The Vendor will provide a thorough inspection/walkthrough after each repair with a City
of Fort Worth Fleet Representative to ensure that quality and performance standards have
been maintained and met.
4.9 Vendor provides a minimum of 90-day warranty on all parts and repairs. The warranty
begins upon installation and final acceptance by the City of provided products.
5.0 RESPONSE TIMES & LOCATIONS
5.1 Vendor will respond/acknowledge to written correspondence from the PMD Fleet within
24 hours of original request.
Vendor Services Agreement Page 12 of 18
City Secretary Contract No. 61970
5.2 Regular Business Hours for the Service Center Sites will be considered as Monday
through Friday between 7:00 a.m.— 4:00 p.m. unless expressly authorized by the PMD
Fleet supervisor.
5.2.1 Any deviation from this timeframe shall require written approval from the PMD
Fleet supervisor.
5.3 PMD Fleet Service Center sites with High Pressure Washer and Floor Scrubber Systems:
SERVICE CCENTER
SITES
Brennan Body Shop
ADDRESS
2500 Brennan Street
Fort Worth, TX 76106
James Avenue Service Center 5021 James Avenue
Fort Worth, TX 76115
EQUIPMENT
(1) Landa High Pressure Washer
(2) Landa High Pressure Washers
(1) Cuda Parts Washer
(1) Tennant Floor Scrubber
(1) Dayton Floor Scrubber
(2) Karcher Floor Scrubber
North Service Center 309 & 317 Hillshire Dr (2) Landa High Pressure Washers
Fort Worth, TX 76131
Southside Service Center 4100 Columbus Trail (1) Landa High Pressure Washer
Fort Worth, TX 76133 (1)Hotsy High Pressure Washer
Water Service Center 2222 W. Daggett St (1) Landa High Pressure Washer
Fort Worth, TX 76102 (2) Cuda Parts Washer
(1) Dayton Floor Scrubber
5.4 The City of Fort Worth reserves the right to add/delete any additional locations and
equipment as required.
6.0 ESTIMATES
6.1 Vendor will provide written or electronically produced estimates to PMD Fleet personnel
before the start of any approved estimate of work. The estimates must be emailed to the
PMD Fleet employee(s) and/or the PMD Fleet facility location who requested the
services to be completed.
6.2 Estimates must be approved and authorized by PMD Fleet personnel in writing via email
with purchase order prior to work being performed.
6.2.1 Fleet will create necessary work order for tracking (if applicable).
6.2.2 PMD Fleet will notify Vendor via email of repairs needed.
Vendor Services Agreement Page 13 of 18
City Secretary Contract No. 61970
6.2.3 Vendor will identify the repair direction and email an estimate with specific
details of the repairs needed regardless of warranty or non -warranty.
6.2.4 Warranty and billable repairs must be on separate estimate(s) and invoices in
ALL cases.
6.2.5 PMD Fleet will document the approval and update the work order detailing all
communications and repairs with denial or approval information.
6.2.6 PMD Fleet will issue a purchase order for billable repairs via email. Repairs are
NOT to be performed until a purchase order has been issued in writing from
PMD Fleet Division. This ensures proper tracking and documentation are in
place for the Vendor and the City.
6.3 Final invoices submitted to the City for work performed should always match the final
approved estimate.
6.3.1 All revised estimates must be approved in writing prior to billing.
6.3.2 All provided estimates must match Contract rates and specifications.
6.4 If City equipment is serviced by a Vendor for warranty work, an estimate provided by the
Vendor to the City will state `Warranty Service'.
6.5 All estimates provided by Vendor will be quoted on a `time and materials' basis,
adherence to the agreed upon contract rate and itemized to illustrate the cost of each of
the following, if applicable, to the service or work performed:
6.5.1 Estimates shall include number of and cost of each part(s) to be installed.
6.5.2 Estimates shall include cost of labor to perform repair and/or installation (this
includes inspecting and diagnosing the issue); itemized by number of labor hours
per labor line and labor rate per hour.
6.5.3 Shop fees will not be allowed. These costs should be broken down in labor, parts,
or established fees defined in the bid lines. This should be considered when
bidding applicable costs in the other time and materials categories.
7.0 INVOICES
7.1 All invoices must match prior City approved estimates or payment may be delayed. All
charges must be identified on vendors invoice billing statement, listed LINE by LINE by
individual charges.
7.2 If the final invoice needs to be updated for any reason (i.e. charges, etc.) the date on the
final invoice must be updated to match the date the revised invoice was submitted for
processing.
7.3 INVOICE SUPPORTING DOCUMENTATION
7.3.1 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.
Vendor Services Agreement Page 14 of 18
City Secretary Contract No. 61970
7.3.2 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/discounts.
7.3.3 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.
7.3.4 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.
7.3.5 Vendor must obtain a Purchase Order number before performing any services.
7.3.6 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.
7.3.7 Vendor will send invoices electronically to the City's centralized Accounts
Payable department invoice email address: supplierinvoices@fortworthtexas.gov.
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
receive and process supplier invoices.
7.3.8 Vendor will 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)
7.3.9 To ensure the system can successfully process invoices in an expedient manner,
Vendor will adhere to the following requirements:
7.3.9.1 All invoices must be either a PDF or TIFF format.
7.3.9.2 Image quality must be at least 300 DPI (dots per inch).
7.3.9.3 Invoices must be sent as an attachment (i.e. no invoice in the body of the
email).
7.3.9.4 One invoice per attachment (includes PDFs). Multiple attachments per
email is acceptable but each invoice must be a separate attachment.
7.3.9.5 Please Vendor shall not send handwritten invoices or invoices that contain
handwritten notes.
7.3.9.6 Dot matrix invoice format is not acceptable.
7.3.10 The invoice must contain the following information:
7.3.10.1 Supplier Name and Address;
7.3.10.2 Remit to Supplier Name and Address, if different;
Vendor Services Agreement Page 15 of 18
City Secretary Contract No. 61970
7.3.10.3 Applicable City Department business unit# (i.e. FW013)
7.3.10.4 Complete City of Fort Worth PO number (i.e. the PO number must
contain all preceding zeros);
7.3.10.5 Invoice number; and
7.3.10.6 Invoice date.
7.3.11 Invoices must be submitted after delivery of the goods or services.
7.3.12 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@fortworthtexas.gov. 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: ZZFIN AccountsPavable(cr�,fortworthtexas.2ov.
7.3.13 If Vendor is unable to send invoices as outlined above at this time, Vendor will
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.
7.3.14 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
7.3.16 Vendor shall not include Federal, State of City sales tax in its invoices. City shall
furnish a tax exemption certificate upon Vendor's request.
Vendor Services Agreement Page 16 of 18
City Secretary Contract No. 61970
EXHIBIT B
PAYMENT SCHEDULE
"Hourly Labor Rate (must
include all fee compensation
for labor, equipment,
#1
inspection/diagnosing,
Hour
$ 110.00
Labor Per Hour
materials, fuel, delivery and
handling) Mon - Fri 7:00-
4:00 PM"
5-gallon, biodegradable high-
#2
pressure washer soap used
Each
$ 80.00
ACS-100 Soap
to clean heavy soil, non -
clogging formula
55-gallon, biodegradable
#3
high-pressure washer soap
Each
$ 350.00
ACS-100 Soap
used to clean heavy soil,
non -clogging formula
#4
Landa High Pressure Washer
Each
$ 10,500.00
VHG4-3000
Replacement
#5
Hotsy High Pressure Washer
Each
NO BID
NO BID
Replacement
#6
Cuda Parts Washer
Each
$ 25,000.00
Cuda
Replacement
#7
Tennant Floor Scrubber
Each
NO BID
NO BID
Replacement
#8
Dayton Floor Scrubber
Each
NO BID
NO BID
Replacement
#9
Karcher Floor Scrubber
Each
$ 7,000.00
B 60 WP
Replacement
Vendor Services Agreement Page 17 of 18
#10
#11
Chemicals not listed above:
List Less (-) Pricing as a
percentage. Example: If you
are offering a discount of
5%, 1000 x.05 = 50, Unit
Cost would be $0.95, Total
Cost would be $950.00.
Leaving this blank will be
considered a $0.00 discount.
Parts & Supplies not listed
above: List Less (-) Pricing
as a percentage. Example: If
you are offering a discount
of 5%, 1000 x.05 = 50, Unit
Cost would be $0.95, Total
Cost would be $950.00.
Leaving this blank will be
considered a $0.00 discount.
Dollar
Dollar
City Secretary Contract No. 61970
$ 1.00 0% Discount
$ 0.90 10% Discount
Vendor Services Agreement Page 18 of 18