HomeMy WebLinkAboutContract 62465Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No. 62465
SORT WORTHO
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 HOLT
TEXAS, LTD. ("Vendor"), each individually referred to as a "party" and collectively referred to as the
"parties."
1. Scoue of Services. Vendor will supply the City with labor and parts to service, repair,
maintain and upgrade City's Caterpillar equipment ("Services"), as set forth in more detail in Exhibit "A,"
attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on the day the contract is signed by the Assistant City
Manager ("Effective Date") and expires one year from that date ("Expiration Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion,
to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s)
(each a "Renewal Term").
3. Comuensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will be an amount up to One Million Eighty Thousand Dollars and
Zero Cents ($1,080,000.00). Vendor will not perform any additional services or bill for expenses incurred
for City not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City will not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 16
FT. WORTH, TX
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
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 parry 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. 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
Vendor Services Agreement Page 2 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
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.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
Vendor Services Agreement Page 3 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
Vendor Services Agreement Page 4 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
$100,000 -
$100,000 -
$500,000 -
Bodily Injury by accident; each accident/occurrence
Bodily Injury by disease; each employee
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Comuliance with Laws, Ordinances, Rules and ReLyulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor Services Agreement Page 5 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
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 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:
Holt Texas, LTD.
Michael Puryear, General Counsel
5665 Southeast Loop 410
San Antonio, TX 78222
14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
Vendor Services Agreement Page 6 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
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
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
Vendor Services Agreement Page 7 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
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 Comvanv 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
Vendor Services Agreement Page 8 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 9 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
T�c2 BeL�Qe zb By; Dana Burghdoff(Dec 2024 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: 12/18/2024
APPROVAL RECOMMENDED:
By:
�74'—
Name: Marilyn Marvin
Title: Property Management Director
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Holt Texas, LTD.
�DocuSigned by:
�ir.�iaoe Pst�Lr2PiGb2
Na l ���1'7Gy"ear0
Name: Mic ae
Title: General Counsel
a44
p� FOR...
od
v— °mod
dojo s=a°
ddoa*�a4n�6�s�gd
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.
Denise Garcia
By: Denise Garcia (Dec 17, 202410:42 CST)
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-0955 (11/12/24)
Form 1295: 2024-1212587
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
1.0 INTENT
1.1. Vendor will supply the City with labor and parts to service, repair, maintain, and
upgrade City's Caterpillar equipment. There are approximately 106 Caterpillar
engine and heavy equipment in the City's fleet.
1.2. Vendor will provide any warrantable repairs using OEM parts.
2.0 OUALITY OF SERVICE AND WORK
2.1. Vendor will provide the City an acceptable level of service in terms of cost, time and
workmanship. Upon return and inspection of services completed, Property
Management Department (PMD) Fleet personnel will notify Vendor if any issues
regarding the services or parts are found to be unsatisfactory. Vendor will be given
opportunity to correct. Failure of Vendor to correct services or parts to a satisfactory
condition will be considered grounds for terminating this agreement.
2.2. Vendor will be required to perform the work using the most up to date and
appropriate methods available for said work under industry standards. This includes,
but is not limited to, all suitable repair equipment and parts to ensure the satisfactory
execution of any repair or installation.
2.3. Vendor will be required to provide documentation on their personnel authorized to
perform work on City vehicles and equipment. This includes all certifications, such as
the National Institute for Automotive Service Excellence (ASE), that qualify them to
perform said work.
2.4. Vendor must give the City priority service, as many City vehicles are utilized for
public safety. Expeditious turn -around is critical to City operations. However,
additional fees for priority services are prohibited.
3.0 ORDERED SERVICES
3.1. The City is only obligated to pay for services actually ordered by an authorized City
employee and then received and accepted as required by the City.
4.0 PARTS
4.1. All parts utilized in repairs, replacements or installations on City vehicles and
equipment must be new unless otherwise requested by PMD Fleet personnel. Any
rebuilt or remanufactured parts must be approved in writing by City PMD Fleet
personnel prior to being utilized by a vendor.
4.2. The Vendor warrants and/or guarantees all work and products supplied under this
Agreement against any defects in design, workmanship, materials and failure to
operate satisfactorily. Each product will be constructed to the highest standards.
Products manufactured of poor workmanship will not be accepted.
4.3. All parts used for repair will meet the strict OEM standards and specifications.
Vendor Services Agreement Page 11 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
4.4. There are no guarantees the City will accept or be held financially liable for costs
outside of labor and materials/parts if the submitted pricing is deemed excessive and
not included in the Agreement's pricing schedule.
5.0 ESTIMATES
5.1. Vendor will be required to provide electronically produced estimates to PMD Fleet
personnel before the start of any work. The estimates may be emailed to the PMD
Fleet employee(s) and/or service center who requested the services to be completed.
5.2. Estimates must be approved and authorized by PMD Fleet personnel in writing via
email and a Purchase Order (PO) prior to work being performed. Vendor should not
accept verbal approvals.
5.3. Repairs are NOT to be performed until a purchase order has been issued and provided
to the Vendor by PMD Fleet. This ensures proper tracking and documentation are in
place for the Vendor and the City.
5.4. If City vehicle or equipment is serviced by a Vendor for warranty work, an estimate
provided by the Vendor to the City will state `Warranty Service'.
5.5. All estimates provided by vendors will be quoted on a `time and materials' basis,
adherence to the agreed upon contract rate(s) and itemized to illustrate the cost of
each of the following, if applicable to the service or work performed:
5.5.1. Cost of part(s) to be installed.
5.5.2. Cost of labor to perform repair and/or installation; itemized by labor hours
except when estimated as a turnkey project/job.
5.5.3. Travel Labor
5.5.4. Travel Mileage
5.5.5. Freight fees
5.6. Shop fees, miscellaneous fees or unspecified costs may not be charged to the City
unless approved and authorized by PMD/FLEET Contract Compliance and Vendor
states on their submittal.
5.7. Final submitted invoices submitted to the City for work performed should always
match the final estimate received by the City. All revised estimates must be approved
in writing prior to billing.
5.7.1. All provided estimates must match Contract pricing, specifications and
standards.
6.0 FLEET SERVICE CENTER LOCATIONS
Service Center
Brennan Body Shop
Page 12 of 16
Location
2500 Brennan Street
Fort Worth, TX 76106
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
James Avenue Service Center
Northside Service Center
Southside Service Center
Water Service Center
7.0 INVOICES
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
7.1. Vendor's Invoices must be itemized. Line items for labor, parts, chemicals, freight,
and sublet charges must include supporting documentation, as discussed below.
7.2. All invoices must include the vehicle VIN#, Unit #, mileage, labor hours, and
Purchase Order #.
7.3. 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.
7.4. INVOICE SUPPORTING DOCUMENTATION
7.4.1. Supporting Documentation for Labor charges must include, at a minimum:
1) the total number of labor hours performed; and 2) the labor rate. Vendor
must provide the City with documentation which identifies the per hour
labor rate.
7.4.2. Supporting Documentation for Parts charges must include, at a minimum: 1)
a short and plain description of the part; 2) the vendor part number; and 3)
the vendor's cost for the part and any markups.
7.4.3. Supporting Documentation for Chemicals must include, at a minimum: 1)
the amount and name of chemicals used; and 2) the cost of for each
chemical used.
7.4.4. Supporting Documentation for Freight Charges must include, at a minimum,
the total cost of the freight charges. Vendor must provide the City, at a
minimum, with a Bill of Lading or Purchase Order as documentation of the
freight charges.
7.4.5. Supporting Documentation for Sublet charges must include, at a minimum:
1) a short and plain statement of the parts and services provided by sublet
providers; 2) the cost for each of the parts and services provided by sublet
Page 13 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
providers; and 3) documentation from the sublet provider establishing the
vendor's authorization of the sublet provider to provide parts and services.
7.4.6. The Vendor must obtain a Purchase Order number before performing any
services.
7.4.7. The Vendor must itemize all charges on the Vendor's invoice billing
statement, and provide documentation establishing the charges on the
Vendor's invoice billing statement.
8.0 INVOICING REOUIREMENTS
8.1. The City of Fort Worth has begun implementing an automated invoicing system.
8.2. 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 will not send correspondence to this email
address. The sole purpose of the supplier invoices email address is to receive and
process supplier invoices.
8.3. 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)
8.4. To ensure the system can successfully process invoices in an expedient manner,
Vendor will adhere to the following requirements:
8.4.1. All invoices must be either a PDF or TIFF format.
8.4.2. Image quality must be at least 300 DPI (dots per inch).
8.4.3. Invoices must be sent as an attachment (i.e. no invoice in the body of the
email).
8.4.4. One invoice per attachment (includes PDFs). Multiple attachments per email
is acceptable but each invoice must be a separate attachment.
8.4.5. Please Vendor will not send handwritten invoices or invoices that contain
handwritten notes.
8.4.6. Dot matrix invoice format is not acceptable.
8.5.The invoice must contain the following information:
8.5.1. Supplier Name and Address;
8.5.2. Remit to Supplier Name and Address, if different;
8.5.3. Applicable City Department business unit# (i.e. FW013)
8.5.4. Complete City of Fort Worth PO number (i.e. the PO number must contain
all preceding zeros);
8.5.5. Invoice number; and
8.5.6. Invoice date.
8.6. Invoices will be submitted after delivery of the goods or services.
Page 14 of 16
Docusign Envelope ID: B1F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
8.7. 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: ZZ FIN AccountsPavablenfortworthtexas.aov.
8.8. 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.
8.9. If electronic invoicing is not possible, Vendor will send Vendor's paper invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable
100 Fort Worth Trail
Fort Worth, Texas, 76102
8.10. Vendor will not include Federal, State of City sales tax in its invoices. City will
furnish a tax exemption certificate upon Vendor's request.
Page 15 of 16
Docusign Envelope ID: 131 F53AA9-3E5C-4652-B253-7C053EFD2D9D
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Description
UOM
Rate
Equipment Repair Shop Labor
HR
$183.00
Equipment Repair Field Labor
HR
$209.00
Lube Services Labor
HR
$175.00
Power Systems Shop Labor
HR
$183.00
Power Systems Field Labor
HR
$209.00
Welding Shop Labor
HR
$183.00
Welding Field Labor
HR
$209.00
Undercarriage Shop Rate
HR
$183.00
Undercarriage Field Rate
HR
$209.00
Travel Labor - Service Tech
HR
$110.00
Travel Mileage - Service Tech (per mile)
EA
$5.00
Travel Mileage - Lube Services (per mile)
EA
$7.00
On Road Truck Shop Labor
HR
$195.00
On Road Truck Field Labor
HR
$205.00
Third Party/Outside Vendor Repair
EA
Quoted at time of repair
Parts —0% Discount off Manufacturer
Suggested Retail Pricing (MSRP) for
Vendor - acquired parts
EA
0% discount
Freight - The City shall pay shipping,
handling, freight at vendors cost
EA
Vendor Services Agreement Page 16 of 16
M&C Review
Page 1 of 2
A CITY COUNCIL AGEND
Create New From This M&C
DATE: 11/12/2024 REFERENCE
NO..
**M&C 24- LOG NAME:
0955
CODE: P TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FORT WORTH
'*41v
21021-SOLE SOURCE-
HOLT TEXAS, LTD.
NO
SUBJECT: (ALL) Authorize Execution of a Sole Source Agreement with Holt Texas, LTD. to
Purchase Original Equipment Manufacturer Caterpillar Parts for the Property Management
Department in an Annual Amount Up to $1,080,000.00 and Authorize Four One -Year
Renewal Options for the Same Amount
I=10101 ,ILy,1=1►117_110101►I
It is recommended that the City Council authorize execution of a Sole Source Agreement with Holt
Texas, LTD. to purchase Original Equipment Manufacturer Caterpillar parts for the Property
Management Department in an annual amount up to $1,080,000.00 and authorize four one-year
renewal options for the same amount.
10]6*401*111*]ZI
The Property Management Department is seeking authority to enter into an agreement with Holt
Texas, LTD. to obtain Original Equipment Manufacturer (OEM) Caterpillar parts from the authorized
service facility to repair and maintain approximately 127 Caterpillar heavy equipment units in the City's
fleet, of which 32 are under warranty. These parts will ensure the equipment is operational and the 32
units maintain the manufacturer warranty. Holt Texas LTD D/B/A Holt Cat is an authorized sole
source distributor for Caterpillar, Inc's heavy equipment, parts and engines for the state of Texas,
including Fort Worth, Texas. Holt is the OEM of Caterpillar heavy equipment. No other vendor has
the diagnostic software to handle the repairs except Caterpillar. Non -OEM parts would directly
influence the performance and reliability of the equipment operation. The City Attorney's Office
approved a Chapter 252 exemption request related to this purchase.
DVIN-BE: This project was approved for a waiver per the Chapter 252 exemption, as a sole source by
the Legal Department. Therefore, the business equity goal requirement is not applicable.
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 Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire one year later.
RENEWAL OPTIONS: The agreement may be renewed for four (4) additional one-year periods. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
The maximum amount allowed under this agreement will be $1,080,000.00 annually. However, the
actual amount used will be based on the needs of the department and the available budget. Funding is
budgeted in the Fleet Service Outside Repair & Maintenance account in the Fleet & Equipment
Services Fund for the Property Management Department.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously
appropriated, in the Fleet and Equipment Sery Fund to support the approval of the above
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32661&councildate=11/12/2024 11/18/2024
M&C Review
Page 2 of 2
recommendation and execution of the agreement. Prior to any expenditure being incurred, the
Property Management Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office by
Oriainatina Department Head:
Additional Information Contact:
Dana Burghdoff (8018)
Marilyn Marvin (7708)
Eliana Guevara (5199)
Brad Hunter (6759)
ATTACHMENTS
21021-SOLE SOURCE- HOLT TEXAS, LTD..docx (CFW Internal)
21021-SOLE SOURCE- HOLT TEXAS, LTD..XLSX (CFW Internal)
Approved Chapter 252 Exemption Form Holt Texas.pdf (CFW Internal)
Business Equity Waiver.pdf (CFW Internal)
Form 1295 Certificate 101262404 (Ft Worth - Sole Source Itr).pdf (CFW Internal)
SAMs Report- HOLT TEXAS, LTD..pdf (CFW Internal)
SOS Holt Texas LTD.PNG (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32661&councildate=11/12/2024 11/18/2024