HomeMy WebLinkAboutContract 62093► ew +�101'I93
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation acting by and
through its duly authorized Assistant City Manager, and SafeSite, Inc. ("Vendor") a Delaware corporation
acting by and through its duly authorized representative, each individually referred to herein as a "party"
and collectively referred to as the "parties."
1. Scone of Services. Provide the City with off -site record storage ("Services"), which are set
forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
Date").
2. Term. The term of this Agreement is for 1 year beginning February 1, 2024 ("Effective
3. Comnensation.
3.1 Total compensation under this Agreement will not exceed Fifty Thousand
Dollars and Zero Cents ($50,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit
"B," which is attached hereto and incorporated herein for all purposes.
3.3 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 at least 30 days' written notice of termination.
4.2 Non-annromiation of Funds. In the event no funds or insufficient funds are
appropriated by City Council 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.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor will return all City information or 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 to immediately 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. Vendor understands that City is a government entity under
the laws of the State of Texas and that all documents held or maintained by City may be subject to
disclosure under the Texas Public Information Act. In the event there is a request for information
marked by Vendor as Confidential or Proprietary, City will promptly notify Vendor. It will be the
responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General's
Office. 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
workspace 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
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and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, subvendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, or 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 of
Vendor's 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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY— FOR THE ASSURANCE THAT VENDOR WILL PROPERLY
CARE FOR RECORDS OWNED BY THE CITY, CITY IS RELYING AND SHALL RELY,
SOLELY ON VENDOR'S DESIRE AND INCENTIVE TO ESTABLISHAND MAINTAINITS
REPUTATION FOR SAFEKEEPING RECORDS. ACCORDINGLY, CITYSHALL HAVE NO
CLAIM OR ACTION AGAINST VENDOR FOR ANY MATTER RELATED TO THIS
AGREEMENT EXCEPT FOR VENDOR'S FAILURE TO PERFORM ITS CONTRACTUAL
OBLIGATIONS UNDER THIS AGREEMENT, AND, IN NO EVENT, SHALL VENDOR'S
LIABILITY FOR FAILURE TO PERFOM SUCH CONTRACTUAL OBLIGATIONS
EXCEED THE FEES AND AMOUNTS PAID UNDER THIS AGREEMENT DURING THE
TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING SUCH FAILURE. CITY
UNDERSTANDS AND ACKNOWLEDGES THAT NORMAL DETERIORATION AND
AGING OF ALL RECORDS MEDIA OCCUR WITH TIME.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND 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 PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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,MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS UP TO THE AMOUNTS OF INSURANCE COVERAGE
REQUIRED UNDER THIS AGREEMENT.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - Vendor agrees to
defend, settle, or pay, at its own cost and expense, up to the amounts of insurance coverage
required under this Agreement, any claim or action against City for infringement of any
patent, copyright, trademark, trade secret, or similar right arising from City's use of software
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
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City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against City for infringement arising under this Agreement, City will have the sole right to
conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Vendor will fully
participate and cooperate with City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action along 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: (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 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 at law or in equity.
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 will agree to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will remain 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
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10.2
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 include any vehicle owned, hired, and non -owned.
(c) Workers' 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): I01 Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy or through 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.
General Reurrements
(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 with
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. A minimum of ten (10) days' notice
will be acceptable in the event of non-payment of premium. Notice must be sent
to the City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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(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. ComDliance 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 given, 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 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; or (2) 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
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
SafeSite, Inc.
Mark Ferraro, General Manager— Dallas Branch
4601 W. Ledbetter Dr.
Dallas, TX 75236
I
14. Solicitation of EmDlovees. 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 other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general solicitation
or 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
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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 in 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 maj eure 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 State; 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 that 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, or have had the opportunity to review and revise, 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 any attachments or subsequent amendments.
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 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 performed. 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.
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25. Immigration and 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 and 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 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 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 or instrument of
transfer, free from any claim, lien for balance due, or rights of retention thereto.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement and any amendment hereto may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. For the purpose of maintaining updated City
records, Vendor must notify City's Purchasing Manager in writing of a company name, ownership, or
address change. The president of Vendor, or the person's designee, 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, a copy of a board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation 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" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
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30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. 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 the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited
from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid
wholly or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the Vendor 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 the City that Vendor:
(1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file, email, 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, and the parties' respective 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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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
E)ana SUrjk7doff
By:
Dana Burghdoff (Oct $ 2024 21:45 CDT)
Name:
Dana Burghdoff
Title:
Assistant City Manager
1 0/08/2024
Date:
Vendor:
MGl-k T-v-ral-o
By:
Mark Ferraro (Oct 8, 2024 08:06 CDT)
Name: Mark Ferraro
Title: General Manager — Dallas Branch
Date: 1 0/08/2024
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
ooF°RT�a
Vo'
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���I ���, daan nE4p56q
By:
Name: Jannette Goodall
Title: Director
Approved as to Form and Legality
O
By:
Name:
Trey Qualls
Title:
Assistant City Attorney
Contract Authorization:
M&C:
NA
Form 1295:
NA
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.
�c
t
By:
Name: Jayson McClendon
Title: Records & Information Management
Officer
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
Page 10 of 13
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
The Vendor shall furnish secure offsite records storage and associated services for City records.
The Vendor shall provide accommodations for additional boxes at the rate offered for the contract
term.
The Vendor shall maintain an accurate bar coded and computer based inventory tracking system
and provide access to authorized City employees online access to the inventory.
The Vendor shall allow authorized City employees access to all records and the opportunity to
tour the facility to verify compliance with the contract on an ongoing basis. The Vendor shall
store records in a manner that complies with the following minimum storage conditions for
permanent records:
o Protection from fire, water, steam, structural collapse, unauthorized access, theft,
exposure to direct sunlight, and other similar natural and man-made hazards
o Shall be protected by an operational fire detection system and must be in compliance with
local fire codes
o Shall not be stored in an area that is located in a 100 year flood plain area unless the floor
of the said area is at least five feet above the 100 year flood level
o The City requires the Vendor to maintain strict control procedures to safeguard
confidential City records throughout record care and/or term of the contract. Such records
shall be maintained in a secure area until the final disposition process is completed and
transported to the location designated by the City in a secure vehicle to ensure a certified
beginning -to -end chain of custody.
At the commencement of the contract, the Vendor must assume full responsibility for the retrieval
and transfer of all City records stored at its current storage facility in transition to the new Vendor
location. The responsibility includes cost of permanent removal from current Vendor, new bar
coding, labeling, and inventory for boxes to be stored at new facility, if applicable. Any costs
related to this requirement must be included in the pricing section of this record.
At the end of the contract, including termination before the full term of the contract, the Vendor
shall retrieve and allow the City or its designee to withdraw all City records at no additional costs
to the City. The Vendor must propose a process for preparing records for transfer to a new
location at the end of the contract. The documentation must address transfer of boxes and
inventory control information.
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Mark Ferraro
general Manager
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Services {per haxl
Accession New Box: $0
Permanent Withdrawal: $0
Pick up/De livery: 0
ShippingjHandling: 0
Transportation (pertripj:0
Onsite h5pectian!
Please let me know if you requi reanythi ng else.
Thank you,
Mark
Austln Houston Dallas Scan Anbanio
Page 12 of 13
EXHIBIT B
PAYMENT SCHEDULE
Following delivery and acceptance of the goods or services delivered by the City, the Vendor must
provide the City with an invoice summarizing (i) the goods or services delivered, (ii) requesting payment,
and (iii) listing the purchase order number on the invoice. If the City requires additional reasonable
information, it will request the same promptly after receiving the above information, and the Vendor must
provide such additional reasonable information to the extent the same is available. Invoices must be
submitted to the City of Fort Worth by email at Supplierinvoices(&,,fortworthtexas.2ov, or by mail to Attn:
Accounts Payable, 100 Fort Worth Trail (formerly Energy Way), Fort Worth, Texas 76102.
Page 13 of 13
INTER -OFFICE MEMORANDUM
RECORDS AND INFORMATION MANAGEMENT
TO: Jo Gunn, Chief Procurement Officer
FROM: Jayson McClendon, Interim Records Manager
DATE: May 22, 2024
SUBJECT: Waiver for Offsite Storage Contract
This document is requesting to use the City's request for quote process for off -site storage.
Background on previous contract: After utilizing Iron Mountain and Vital Records Control as
previous storage providers, both of which lost City boxes, we landed on Safesite via the State -
managed contract, 962-M7 Record Storage Services, which expired on January 31, 2024.
Safesite currently has 1,784 City boxes in their possession from three departments. The City
believed the contract would be renewed based on conversations with the General Manager for
Safesite. The contract did not get renewed as it was not re -solicited, and the State was taking
over the services which are based in Austin, Texas.
In seeking this temporary waiver, I reached out to Safesite and two storage companies from
the HUB list, namely A -Rocket Moving & Storage and Embassy Records Management, for
quotes. I sent out the request for quotes on May 20, 2024. A -Rocket did not respond to my
request for a quote (see attached correspondence). Embassy did respond and their quote is
attached to this memo. Safesite responded to the request for quote and it is also attached to
this memo. Located in Grand Prairie, Safesite is relatively close, can deliver same -day if
needed, and only charges for storage. Embassy's closest location is Waco, they only deliver to
Fort Worth twice a month, and they charge for every service (sending, retrieving,
withdrawing, transportation, etc.). Safesite is the best deal for the City.
We realize this waiver will only be good for up to a year or $50,000, whichever one comes first,
while we prepare for bidding. Thank you for your consideration, and please sign or give me a
call at 817-392-6668 if you need to discuss further.
Thanks!
APPROVAL FOR WAIVER
Recommended:
Approver:
Ronald Gonzales, Assistant City Secretary
Jannette Goodall, City Secretary
Approved: Jo Gun Jun11, 202413:23 CDT)
Jo Gunn, Chief Procurement Officer
McClendon, Jayson
From: Mark Ferraro <mferraro@safesite.cc>
Sent: Monday, May 20, 2024 9:00 AM
To: McClendon, Jayson <Jayson.McClendon @fortworthtexas.gov>
Subject: Re: Fort Worth Contract
CAUTION: This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments
unless you recognize the sender and know the content is safe.
Hi Jason,
Here are our fees:
Monthly Storaee (per box/cu. ft.)
Standard: $0.50
Large: $0.50
Services (per box)
Accession New Box: $0
Permanent Withdrawal: $0
Pickup/Delivery: $0
Shipping/Handling: $0
Transportation (per trip): $0
Onsite Inspection: $0
Please let me know if you require anything else.
Thank you,
Mark
Mark Ferraro
General Manager -Dallas / Ft. Worth
Safesite, Inc.
(o) 214-331-0905
(f) 214-331-0775
(m) 805-298-2810
mferraro@safesite.cc
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McClendon, Jayson
From: Jared Snow <jared@embassyrms.com>
Sent: Monday, May 20, 2024 4:38 PM
To: McClendon, Jayson
Subject: Re: Service Quote
CAUTION: This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments
unless you recognize the sender and know the content is safe.
Good afternoon Jayson.
Our service prices are as follows:
Services (per box)
Accession New Box: New client initial inbound is free, after that $2.50 per
Permanent Withdrawal: $3.00
Pickup/Delivery: $2.89 per box/ file
Shipping/Handling: N/A
Transportation (per trip): $22.00
Onsite Inspection: Free
Small box (Standard) per month: $.35 per box
Letter size box per month: $.70 per box
The vast majority of clients we service require Scan On Demand Service. This option allows you to receive
your file requests in a secure electronic format. We also can FedEx secure files to you. Both of these options
are typically the same cost (or less) than a standard delivery. Our standard delivery service runs every other
week for pick ups.
Thank you sir.
You can get me on my cell any time at 512-466-2260.
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McClendon, Jayson
From:
McClendon, Jayson
Sent:
Monday, May 20, 2024 10:11 AM
To:
dmsam@arocket.com
Subject:
Service Quote
Hello, Rachel.
I work for the City of Fort Worth and am reaching out to see if y'all offer the services that we require. Do y'all handle
the storage of records in a climate -controlled environment, with per -box indexing and regular pickup and retrieval
services? If so, please complete the table below with estimated costs associated with each task.
Monthly Storage (per box/cu. ft.)
Standard:
Large:
Services (per box)
Accession New Box:
Permanent Withdrawal:
Pickup/Delivery:
Shipping/Handling:
Transportation (per trip):
Onsite Inspection:
Thanks!
Jayson McClendon
Records Inventory Coordinator
City Secretary's Office/Records & Information Management
817-392-6668 (office)
682-444-2015 (cell)
100 Fort Worth Trail, Fort Worth, Texas 76102
iayson.mcclendon@fortworthtexas.gov
FORTWORTH.<
Working together to build a strong community.
Cl1ck nw. whdnwra�xwai —... � f�
Please note: As of April 8, 2024, The City Secretary's Office has moved to a new physical location at 100 Fort
Worth Trail (100 Energy Way), Fort Worth, Texas 76102. Please continue to send any communication to our
previous address (200 Texas Street, Fort Worth, Texas 76102) until notified otherwise.
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