HomeMy WebLinkAboutContract 63217CSC No. 63217
FORT WORTH..lro"�
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 CORNERSTONE DETENTION PRODUCTS,
INC ("Vendor"), an Alabama Corporation, acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement; and
2. Exhibit A — Scope of Services; and
3. Exhibit B — Price Schedule; and
4. Exhibit C — Replacement Parts/Spare Parts; and
5. Exhibit D — Cornerstone's Standard Terms and Conditions; and
6. Exhibit E — Vendor's Sole Source Letter
Exhibits A, B, C, D, and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits B, C,
D, or E and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scone of Services. The Vendor shall provide all equipment, materials, labor, tools,
incidentals, expendable items, personal protective equipment, sanitation items and transportation necessary
for the proper execution and completion of services including but not limited to, preventative maintenance,
repair or replacement of like items or items of similar use/kind, and general maintenance. ("Services"),
which are set forth in more detail in Exhibit "A" ("Scope of Services"), attached hereto and incorporated
herein for all purposes.
2. Term. The Initial Term of this Agreement is for one (1) year, beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement. The 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. Compensation.
3.1 Total compensation under this Agreement will not exceed fifty thousand dollars
and no cents ($50,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 74
FT. WORTH, TX
of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"
("Payment Schedule"), 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-Aonromiation 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 for 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 to the Texas Attorney General. 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
Vendor Services Agreement Page 2 of 24
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. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to, all electronic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as an 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 shall 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 and Vendor's
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 its 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 - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES, 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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCL UOING, B UT NOT LIMITED TO, DEATH, TO ANYAND
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,
Vendor Services Agreement Page 3 of 24
REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPFflTr INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY 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 ORACTIONSAGAINST CI.TYPURSUANT TO THIS SECTION,
VENDOR WILL.HAVE THERIGHT TO CONDUCT THEDEFENSE OFANYSUCHCLAIM
ORACTIONANDALL NEGOTLITIONSFORITSSETTLEMENT OR COMPROMISEAND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUITAS NECESSARY TO PROTECT CITY'S INTERESTS, AND
CITYAGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY,
FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF
COSTSAND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITYFOR
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 WILLFULLY PARTICIPATE
AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.
CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM
OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY 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 MATERIALLYADVERSELYRESTRICTED, VENDOR
WILL, AT ITS 0WNEXPENSE: (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 ITNON-INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'S A UTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C)
REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE
AND D 0 CUMENTA TION A T NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF
THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR,
TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY
CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL
REMEDIES AVAILABLE TO CITY UNDER LAW.
9. Assisnrgent and Subgontractinz.
9.1 Assianment. 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
Vendor Services Agreement Page 4 of24
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and assignee will be jointly 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 Coveraae 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) 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): iEIJ 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 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.
Vendor Services Agreement Page 5 of 24
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 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. At least ten (10) days' notice will be
acceptable in the event of cancellation due to 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 address
below.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordipgcest Rules, and Rggulations. 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-DiscrimApatipn 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.
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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) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth Cornerstone Detention Products, Inc.
Attn: Assistant City Manager Attn: Brian Burleson
100 Fort Worth Trail (formerly Energy Way) 2391 NE Loop 410, Suite 208
Fort Worth, TX 76102 San Antonio, TX 78217
Facsimile: (817) 392-8654
bburleson@cornerstoneinc.com
With a copy to Fort Worth City Attorney's Office
at same address
14. Solicitation of Empoovees. 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. Goverpment#1 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. GoverninLF 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 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
Vendor Services Agreement Page 7 of 24
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 the notice section 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 had the
opportunity to review and revise this Agreement and that the normal rule of contract 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.
22. Amenojnents / Modifications / FxrtensiQAs. 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. 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.
24. 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.
25. 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.
26. 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 1-9
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.
27. 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
Vendor Services Agreement Page 8 of 24
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 theret.
28. 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.
29. Change in Company 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 may adversely impact invoice payments.
30. 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 Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 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 Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on povcottinu Energy Coipp#hies. 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 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services 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. The terms "boycott energy company" and "company" have the meanings ascribed to those
terms in Section 2276 of the Texas Government Code. 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.
32. Prohibition on Docrimination Against Firearm and AN)pugilion Industries. 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 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services unless the contract contains a written
Vendor Services Agreement Page 9 of 24
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. The terms "discriminate," "firearm
entity," and "firearm trade association" have the meanings ascribed to those terms in Section 2274 of the
Texas Government Code. 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.
33. Electronic SiLrna�gres. 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.
(signature page follows)
Vendor Services Agreement Page 10 of 24
ACCEPTED AND AGREED:
CITY OF FORT WORTH
W)Lqj--In
William Johnson (N y 2, 2025 13:33 CDT)
By:
Name: William Johnson
Title: Assistant City Manager
Dap5/02/2025
APPROVAL RECOMMENDED:
By: PnhIH,'Pdg_eNav2.202513:00CDT)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
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.
B Xe4A�
Y�
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
IJM, .� 7OZ64 r
g4UpIl� By.
ATTEST: p FFORTaa Name: Amarna Muhammad
c °°° ° o 0
pro °o9.;do Title: Assistant City Attorney
OVa 8=d
" ' a� nezA5o4CONTRACT AUTHORIZATION:
By: i M&C: None Required
Name: Jannette Goodall Date Approved: N/A
Title: City Secretary
CORNERSTONE DETENTION PRODUCTS,
INC.
By: _
Name: b�v3'd Watt
Title: - ief Financial Officer
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 11 of 24
EXHIBIT A
SCOPE OF SERVICES
Vendor hereinafter "Vendor", shall provide all labor, materials, equipment, supplies, and
tools required to complete the work as specified, and in compliance with all applicable Jail
Commission standards. The Vendor shall be responsible, at no additional cost for cleanup
and disposal of all trash and construction debris generated by the project, disposal of any
existing items removed but not used in the new installation, and repair of any damage
caused by the Vendor. Services under this Agreement shall include but not be limited to
preventative maintenance, general maintenance, repair or replacement of like items or
items of similar purpose, and like -and -kind replacement. No services that impact the
structure will be performed under this contract or require architectural or mechanical
engineering, drawings, or plans.
HOURS OF SERVICE:
The Vendor shall perform all non -emergency repairs and maintenance during normal
business hours, which are Monday through Friday from 8:00 a.m. to 5:00 p.m.
The Vendor may be required to perform door repair services during non -regular business
hours, which is defined as Monday through Friday from 5:01 p.m. to 7:59 a.m., weekends,
and official City holidays. The Vendor shall not invoice the non -regular business hour rate
for services unless requested and approved in writing by the City Contract Manager or
designee (representative) before starting the work.
The Vendor shall not charge an overtime rate due to lack of available staff for services
performed during non -regular hours that could reasonably be completed during regular
business hours. Labor charges will begin no sooner than when the Vendor's technicians
sign in to the City Jail and shall end no later than when the technician signs out of the City
Jail. Labor charges shall be invoiced to the nearest I/4 hour.
The Vendor shall provide the City with a Vendor Point of Contract (VPOC) person. The
VPOC shall be available and on -call twenty-four (24) hours daily, including weekends and
holidays. Vendor shall provide the office number, email address, and cell phone number for
the VPOC. During times, the VPOC
If the VPOC is unavailable (due to vacation, travel, etc., for example), the Vendor shall
provide a designee for the VPOC. The designee shall meet the same requirements as
specified for the VPOC and shall have the same authority as the VPOC.
VENDOR RESPONSIBILITIES:
The Vendor shall provide all equipment, materials, labor, tools, incidentals, expendable
items, personnel protective equipment, and transportation necessary for the proper
execution and completion of maintenance, repair, and replacement services. The materials
and services provided by the Vendor shall comply with all current Federal, State, and local
laws, City of Fort Worth ordinances, rules, and regulations.
The Vendor shall notify the City's identified point of contact at each work site with an
estimated time of arrival one (1) business day before beginning work at the City location,
unless the City representative indicates additional notification time at the time of the request.
In response to a repair call, the Vendor shall inspect the entire door and mechanism before
repairs begin to ensure that no other repairs are required.
Vendor Services Agreement Page 12 of 24
The Vendor shall repair all doors, components, and associated equipment when requested by
the City so that they operate to the original manufacturer's performance specifications.
The Vendor shall provide the City representative with a work order ticket detailing all
maintenance and/or repairs performed. Upon completion of the work, the City
representative shall sign the work order ticket.
The Vendor shall provide a minimum one (1) year warranty against defects of materials,
services, and workmanship.
The Vendor shall immediately clean the work area and remove debris to a broom -clean
status. Cleaning of the work area shall be subject to the City representative's inspection and
approval.
The Vendor's technicians shall have passed a pre -employment background check paid for
by Vendor. Any technicians arrested during employment under this Contract shall not be
assigned to work on City premises.
The Vendor shall be responsible for damage done to property or equipment as a direct result
of the Vendor's actions. Should the Vendor and/or his employees cause any damage to City
property, the Vendor shall immediately inform the City representative. The Vendor shall
make repairs or replacement to the satisfaction of the City representative at no cost to the
City. The City may, however, at its sole discretion, elect to make repairs or replacements of
damaged property and deduct the cost from any payments owed to Vendor or to recover costs
if no payments are owed.
MAINTENANCE SERVICE REQUIREMENTS:
The Vendor shall work with the City to establish and perform a routine and preventative
maintenance schedule on any of the City doors as requested by the City representative.
The Vendor shall conduct a preliminary jail door assessment at the request of the City
representative within two (2) weeks upon request. The City anticipates developing a
comprehensive assessment of all doors this contract covers within 45 days of contract
award.
The assessment report shall be provided to the City in an electronic format approved by the
City representative and a minimum shall include the following:
• Location and designation of the jail doors
• Door Size and Manufacturer name
• An overall assessment of the entire door system which shall include each major
component (component list shall be mutually agreed upon between the Vendor and the
City representative), and a recommendation by the Vendor for service or replacement
• A capital replacement schedule based on the end of useful life expectancy of the
equipment, and shall include an estimated cost
The Vendor shall respond to non-scheduled preventive maintenance requests within one (1)
business day and acknowledge receipt of the request by phone or email with the City
representative. The Vendor shall complete the non-scheduled preventative maintenance
request within one (1) week of the request, or as otherwise mutually agreed to between the
Vendor and the City representative.
The Vendor's routine maintenance schedule shall include but not limited to the following:
• Inspection and testing of all mechanical door and associated component parts,
Vendor Services Agreement Page 13 of24
transmitters, and receivers with terminals.
Adjustment, lubrication, cleaning, and repair or replacement of any parts and
mechanisms as necessary to keep door equipment in proper and safe operating condition.
Lubricants and cleaning supplies shall be included in the flat fee charged for preventative
maintenance services
• Maintain the efficiency, safety, and rated opening and closing speeds for each door unit,
per the manufacturer's specifications and within the applicable codes' limits.
• Examination, maintenance and repair of all safety devices and governors for each door.
Door safety devices and/or governors shall never be left in a bypassed state.
Electrical Service:
Replace switches and receptacles as needed
Review/Inspect Power Source and connections to the load center. Quote repairs as
needed. The Vendor shall provide a Preventive Maintenance Schedule within one (1)
month after request by the City.
The Vendor shall notify the City representative at least two (2) business days before
scheduled maintenance activities.
The Vendor shall develop and maintain preventive maintenance documentation on all jail
doors, door systems, and equipment that details regular maintenance tasks and service
intervals in accordance with this scope of work. The Vendor shall provide a copy of the
preventive maintenance documentation within five (5) business days following the City's
request.
The Vendor shall invoice routine and preventative maintenance services separately from non -
emergency and emergency repair services. Repair services shall be paid at the hourly bid
rate for labor service and the cost of repair parts, including any mark-up or discount per the
terms of this contract.
City jail door location and preventative maintenance frequencies: Fort Worth City Jail, 350
West Belknap Fort Worth, Texas 76102. Frequency: Every six months - two (2) times per year.
Dates to be determined by mutual agreement of the parties.
NON -EMERGENCY REPAIR SERVICES:
The Vendor shall perform non -emergency repair services on an as -needed basis for City jail
location when requested by the Police Department. Non -emergency repairs are defined as
minor repairs that are needed, but not required, to keep an overhead door functioning
(immediately opening and closing).
The Vendor shall acknowledge receipt of non -emergency repair requests by phone or email
to the City representative within two (2) business hours.
The Vendor shall provide a quote that clearly distinguishes the cost of parts and labor in
writing or email within one (1) business day for approval by the City representative in
writing or email before the start of the work.
The Vendor shall complete non -emergency repairs within two (2) business days of the City's
request, or in a mutually agreed -upon timeframe between the Vendor and City
Vendor Services Agreement Page 14 of 24
representative.
EMERGENCY REPAIR SERVICES:
The Vendor shall respond to emergency service requests twenty-four (24) hours per day,
seven (7) days per week (including holidays). Emergency services are defined as a repair
situation where a door will not open or close, either manually or electronically, to allow for
entry and exit. The need for immediate repair will be determined and approved by the City
representative.
The Vendor shall acknowledge receipt of an emergency request within twenty (20) minutes
or less and be on -site within four to six hours unless otherwise approved or agreed upon by
the City representative. The response time shall begin when the call is made and end when
the appropriate Vendor's employee signs in at the work site.
The Vendor shall provide a quote that clearly distinguishes the cost of parts and labor in
writing or email within one (1) day of the emergency repair request for approval by the City
representative.
The Vendor shall provide emergency service to restore the door to its original operational
status, or complete atemporary repair if the components needed are not available as spares
at the facility to restore the door to a manual operation status, within four (4) hours from
arrival onsite unless mutually agreed to between the Vendor and City representative.
The City understands that at times major parts or parts that are not commonly stocked may
affect the Vendor's ability to complete an emergency repair in the specified timeframe. If
there is a delay in completing an emergency door repair, the Vendor shall secure the opening
in a way to keep unauthorized personnel from entering and/or exiting.
REPLACEMENT PARTS:
The Vendor shall maintain an adequate inventory of replacement parts to ensure minimal
downtime during door maintenance and repair. The City and Vendor can estimate an
adequate parts inventory for repairs. Based on the doors in use at city locations, the Vendor
and the City will mutually agree on what an adequate parts inventory is.
The Vendor shall use parts, lubricants, and chemicals associated with the maintenance and
repairs of the doors that meet the manufacturers' specifications and standards for the type of
doors being repaired.
All replacement parts shall be of the same or higher quality and of the same manufacturing
design as the parts being replaced. Replacement parts may be new or reconditioned to the
original manufacturer's specifications. The Vendor shall invoice all parts used for door
maintenance or repair at the percentage discount off the parts and supplies manufacturer's
suggested retail price lists. The replacement parts list is included as Exhibit C — Replacement
Parts/Spare Parts.
Vendor Services Agreement Page 15 of 24
EXHIBIT B�
Price Schedule
`- Cc:::p" VEi2STOfVE
Proposers shall provide a price schedule for nil items needed to provide all services required in the
Scope oYticrvices. Lshibit A. with their proposals.
1. Regular I lours Labor Ratc: S 105.00 :I lour
2. Non -regular I fours I ahor hate: $ I90.00 11 lour
3. Preliminary Jail Iktor Assessment and Report: S 635.00 jh.h
4. Routine Preventative Mainrcna i- s—iu•, as +pccfrc 1 $ 11.000.00 /each
5. Jail Door Motor.as SWcii-cd g 930-00 !Each
State Make and hlodcl of Motor Ullcred: Alabamw Airteu
146-7300-003 --
6. Other Replacement llatu arul Supplies. 13i+vroun( rimn Price List 10 _ %
'Rcsptmras shalt state Ua)s ind-I-imes Non -regular I fours I abor Rule applies
Vendor Services Agreement Page 16 of 24
CORNERSTONE
TO: Raquel Cleveland
Raauel.Cleveand(@fortwortexas.com
817-392-4122
(Customer) City of Fort Worth
Facility Location: 505 W. Felix St.
Fort Worth, TX 76115
From: Cornerstone Detention Products, Inc.
Corina Rodea
crodea(o.cornerstoneinc. com
256-560-4432
(Contractor) 2391 NE Loop 410 Suite 208
San Antonio, TX 78217
Proposal No.: 04172025-CR01
Proposal Date: 04/17/2025
— Preventive Maintenance Agreement Proposal —
Comerstone Service & Supply is pleased to present you with this quote to provide a Preventive Maintenance
Service Agreement for your facility. As a Security Detention Company, we take pride in the quality of products that we
use to make your systems function and our workmanship of the installation. Our company also maintains the
contractual obligation to secure the documentation of the facility and its sensitive security components within it. The
Service Agreement program is designed to increase the longevity and functionality of the Detention Unit Safety and
Locking Systems within the City of Fort Worth Jail. The Service Program offers peace of mind to the customer by
having Comerstone Service & Supply perform the services below.
• Annual -commissioning and testing of the Detention system (Installed devices and components)
• Verification on Internal Components measuring of parts
• Minor Repairs and Service (Swing & Slider Doors)
• PM Service Report for each door location
• Recommended Modifications, Updates and Changes
As a Prime Company in the Security Detention Industry, we can provide each customer with technicians that are
Certified in Detention Hardware. Having a team of Correctional professionals. Comerstone Service & Supply can
self -perform the work within your facility on most of your components and not have to outsource to external
contractors. We work on and design high security systems utilizing the intercom systems, CCTV systems and door
controls, which are all integrated together as a system for the customer. Another important talent is that we also
provide the detention type glass, detention locks, detention hardware and furniture for your facility with our own
teams doing the installations, warranty and repairs. Training in new technologies or in existing systems is an ever -
evolving service that we provide to better educate the owners on their systems, while at the same time minimizing
lost time to solve problems. The following is a written description of the services that will be performed and supplied
by Cornerstone Service & Supply
Exhibit A- Recommend Inventory Parts List.
Exhibit B- Price Schedule: Cornerstone will be using this form to process invoices.
Exhibit C- Service Level Chart
Vendor Services Agreement Page 17 of 24
�r C-- 4Z3 E Ft S T O f V E
Programs to Include System Reports:
Detention Hardware Specialist Preventive Maintenance Check List:
Slider and Swing Doors Testing and Inspection (,SERVICES ELECTED)
Swing Doors
• Check for proper door alignment per manufacturer's specification.
• Check locking mechanism to ensure maximum setting and engagement.
• Check for proper operation of locking mechanisms per manufacturer's specifications.
• Check for excess grease deposits.
Check Limit switch adjustment settings for proper indication
• Check and test individual key release and re -locking functions.
• Test electrical operation of door control and indication mechanism.
• Check for proper door alignment per manufacturer's specification.
• Check the calibration and alignment of doors by manufacturer's specifications.
• Check locking mechanism to ensure maximum setting and engagement.
• Check for proper operation of locking mechanisms per manufacturer's specifications.
• Check for excess grease deposits.
• Check the limit switch adjustment settings for proper indication (if required).
• Check and test individual key release and re -locking functions.
• Test electrical operation of door control and indication mechanism
A. The services Drovided underthis agreement if elected are:
Preventive Maintenance Inspection (PMI) Contractor will perform thorough cleaning,
testing, servicing, and adjustments of all door control equipment. Contractor will identify
any major equipment malfunctions or irregularities to the Customer immediately upon
discovery. All discrepancies will be documented by Contractor in a detailed PMI report
within ten (10) business days of the conclusion of the PMI.
Vendor Services Agreement Page 18 of 24
CORNERSTONE
Repairs and Service:
Cornerstone Service & Supply will provide a detailed system status report to the facility including any abnormalities
and troubles found. Upon completion of the commissioning system test and if there is allotted time left as per contract
the technician will perform minor operational repairs within the facility on the components identified. Any component or
devices found needing replacements or repairs will be documented in the report. Should the facility decide to replace,
or repair noted items, please call or email a request for a quote on equipment or repairs needed. The report will also
include recommendations for any additional services or upgrades if required. All materials needed for repairs or
replacement will be supplied from facility stock or purchased separately from Cornerstone Service & Supply
Cornerstone Service & Supply Inc.: will provide Detention Hardline Technicians for a 12-month biannual
service contract for a Qtv 8 5700 Track Sets. Qtv 8 Mechanical 30 Series Locks, and Qtv 3 7350 Slider Devices
every 6 months 2 times a vear onsite in performing the PMA. The quote is good for 90 days from the date of issue.
City of Fort Worth will be billed Biannual Services Concluded
Option No.1 -Additional Emergency Pre -Sold hours package (40 Pre -Sold Service Hours)
Option NO -ADD $3.800.00
Option No.2 -Service Material Allowance, Allowance that can be added to the Base Contract for material
purchases to service the systems.
Option No.2 ADD $1.600.00
(Proposal Cost for PMA Services: Lump Sum Discount I $23,270.00
IBi-Annual Payment I $11 635.00
Vendor Services Agreement Page 19 of 24
CORNERSTONE
Customer
Approved by Authorized Representative
Date:
Signatur"a
-
Print Name -
Title:
Proposal No.:
Option No. 1 Acceptance:
Option No. 2 Acceptance:
Signature Paae
Cornerstone Detention Products, Inc.
Approved by Authorized Representative
Date:
Signature:
Print Namw
Title:
Hardline PMI Acceptance -
Vendor Services Agreement Page 20 of 24
CORNERSTONE
Service
QualifyingCotditiot
Lcrcl
• Any condition that renders a large group
of doors inoperable (5 or more opening)
• Life Safety issues such as emergency
release system inoperable.
• Public Safety issues such as exterior
security door rail locking.
• Critical Doors as detemnined by the
Lo
Customer.
• Multiple intercom llilure_
• Multiple CCTV comern failure.
• Booking Area CCTV failure.
• StalTDuress receiver failure.
• Corridor door failure.
• Vehicle gate failure.
n
c
• UPS failure.
U
Response
Contractor will have a qualified technician respond, via
telephone, to the facility within 4 hours of notification. Service
response lime is defined as the period between the placing of a
service request and established communications behiroen
Contractor and Customer personnel. Contractor personnel
will be on site within 8 hours of notification if deemed
necessary. Contractor will affect repairs with Cus(runer
provided spare parts. If parts are not available, Contractor's
technician will arrange for deliver' of dte required parts by die
fastest method possible and be on site when the pans arrive.
Contractor will have it qualified ttchniciau respund, via
telephone, to the facility within 4 hours ofnotificalion Service
response time is defined as live period between the placing of a
service request and established communications between
Contractor and Customer personnel. Contractor personnel
will be of site within 24 lours of notif ication, or by noon of
the next business day. Contractor will affect repairs with
Customer provided spare parts. If Ilarls are not available,
Conlroclor s technician will arrange for delivery of the
required parts by the fastest method possible and be on site
kvhcn the parts arrive.
• Individual Cell door failure. Contractor will have a qualified technician on site within live
• Individual CCTV comem failure. (5) business clays. Contractor's technician will olfect repairs
• Individual intercom failure. using Custoniersuppliedsparcparts. Ifpansarc not available,
• Any failures of non -critical systems. Contractor's technician will arrange delivery of the required
$ parts. Once five parts arc received, Contractor will schedule a
e lechnician to complete live repair within five (5) business days.
Table DI —Response Matrix
Vendor Services Agreement Page 21 of 24
i.Aninl -t C
Replacement Parts/Spare Parts
=ram COROVERSTOkVE
7300 Sliding
Device and SS 57100 Track Set -Recommended S are Parts
WS-0000.102
Sow Lube Gn—A cartridge
1
3190000.104
Sayer Luke Spray (or-103 CAN;.
1
SM.01
$49,51
146-7306003
Matar lasemhy wllST Pin. Geer 120V
1
541.26
$37.13
$930 00
$837.00
82008801
Switch, SPOT LmiL Lmg hrri
5
340-7300-001
Fdjustabie Resists
1
$8.39
S7.55
340-7300-100
Resstor Cater
1
$149.03
$134.13
3060006359
Capactar.120V/C
1
E13.52
$12.17
1467300-010
7300 Wheel Assembly
2
$4264
S38.38
E248 38
SM 54
317-7300-022
Bail Bearhg, Dd Ron,39pu 7/BODn7/16
2
$4885
$43.97
10003401
Co -+sr Screw. BHM1tS 3re-16z1 Sec Tong
3160006089
Carer Pin, 1/®GY4 Lang Zinc
2
$1.91
$1,72
317-7300-011
B—ng BRZ.SID X&Wd X 3i&' X 7/8
$0.18
$0.16
8-015462-005
FLNG
2' DMRder Amy wlBearing
2
p
$386
$3,47
$146,40
$131.76
B-015292-001
Floor BRKT Pssy 55000
1
&030231-001
Flan Rdlar 55100
1
50
S57.15
$7B0
$6.84
Vendor Services Agreement
Page 22 of 24
EXHIBIT D
Cornerstone's Standard Terms and Conditions
Standard Inclusions, Exclusions, Terms, & Conditions
.SY P,d/
1. Proper engnneaing documents for submittal, installation and operation and
maintenance
_. Field meanuements and verifications for Cornerstone's scope ofwork ordY
3. Termination ofwciog for electric locks, locking devices, strikes and door
position switches as controlled by our scope of work only (ESS)
4. The necessary tort -pin soucity screws for our materials eNy
SrmudmdEnhcdoarr.;
I. Sales and we=a unless otherwise noted in Cornerstone's scope of-d"
2. Paver relays for other systans(ge., 1-IVAC. Electrical, etc.)
3. All main electrical supply AC paver, per division 16. including power to
security and detention equipment
4. Terrpanary power and lighting for final testing of equipment
5. Fire labels on doors and franca where field installation, hardware, andforglass
prevents U.L. labeling. However, doors and frames will be manufactured to
U.L. construction standards with doranentation provided.
6. Security caulking and sealants
7. Caulking not required as a par of glass in4allatim
S. Field finish painting atmch-up cfprime pact
9. Final Qeanmg
10. Trash debris container -it its removal
11. Anchors, screws, fasteners, etc.. including security type, not directly required by
our insindlaim scope ofwod:
12 The protection ofmgtaial. firomhedby oar company rmcethey have been
installed in place
13, Field measurements of am' kind
14. Fumistdngorinstalling lowers ofany kind
15. Furnishing or installing aluminum windows and storefronts ofaM kind.
including hardware
16. Demolition work patching orrepairing of nu-ting stmcnaes and removal,
relocatim or re -installation of arty existing materials
17. Cutting wpatching ofcmcrete or masonry materials
I& Furnishing orinstalling any standard/commercial type access doors and franc
19. Any chain link fencing material and associated supporting materials or
hardware
20. Core drilling of-y kind
21. Flashing or counter flashing of any kind
22 Roll up doors, or cou ner shutters
23. Repairs to frames installed by others
StaadmdT & Coadici u
1. Allowing Cornerstone to commence work orpreparafion for work will
constitute acceptance by Customer of ills bid proposal. Cornerstone and
Customs will exente a CoosenausDOCS 750 subcontract form to no—crlalim
their agreement, supplemented and modified only as provided by this bid
proposal which shall be incorporated by reference into the final subcontract In
the event of awry conflict between the turns of this bid proposal and arty other
decnmaxs stating tams ofthefund subcontract, this bid proposal shall govern.
_. A change in the price of an item ofmaterial of more than 50 o between the date
of this bid proposal aid the date of inscallatm shall warred an equitable
adjustmntt in the subcontract price,
3. Cornerstone will not be required to name additional insureds to its general
liability, excess liability, or autanobile insurance policies, nor to waive
subrgatim for claims covered try wakes' eonVenatirit or crigan—rid
general liability nnsmrmce, Cornerstone shall maintain insurancewith coverage
and limits only as provided by Comerstone's existing insurance program
evidenced by it certificate of instance available request
4. Comersto ne's Schedule of Values shall be used to determine progress
payments. All sums notpaidforwhen dueshall bearinterest at the rate ofl''A
%per mondn from due date until paid or the rnadmmn legal rate permitted by
law whicheveris less; and all costs of collection, including reasonable anomey
fees, shall be paid by Oustomen The proper venue to resolve try disputes
arising under the subcontract shall be the place where the project is located, and
the laws of said place shall govern all such disputes arising out of the
subcontract
Any rdainagc withheld from progress payments to Comastone shall not exceed
the lesser of the retsmage terms set fonb in (1) the cmtracfoes agreement with
the owner. or (2) the statutes of the state in which the work is being performed.
Cornerstone shall be given a reasonable time in which to make delivery of
materials andlor labor to commence and comphstthe pttfomtance of the
subcontract All deliveries and work perfom i d shall be in accordancewidh a
mutually agreed to project schedule and stbsequmtmuhu3ly speed to updates.
Cornerstone shall be entitled to adjustments of tine and price where occasioned
by any cause of any kind and exiact beyond Cornerstone's control, including
but not limited to: delays caused by Customer, the owner, general contractor,
architect and/or engineers; armed conflict or economic dislocatim resulting
there f xim; embargos, shortages of labor, raw materials production facilities or
transportation; labor dfficultiea; civil duordem of any kind; action of civil or
military authorities: vendor priorities and allocations; fires, floods, accidents
andactsol'God Should work be delayed by any ofthe aforementioned causes
for a period exceeding ninety (90) days, Cornerstone shall be entitled to
temgmacthcsubcmuact Comminne change proposals roust be processed in
not more than 30 calendar days or as otherwise indicated on the change
proposal
This performance of this proposal may be affected by unavailability of, limited
ability or inability to obtaim labor or materials by reason of ads of any
governmental body which disrupts, slows or affects the supply or availability of
labor or materials, including but not limited to those arising or resulting from
the spread of. or efforts to contain the spread of, illness on a global, national,
state or local level or any other Acts of and or forces majeure, for which
Commune will notbe liable and shall receive excusable delays under any
ag cement to perform the work
The express warranties set frith in the subcontract documents an, provided in
lieu of all other warganties, mp—csi or implied, and the warranties of
merchantability and fitness for a partimlar purpose are hereby disclaimed by
Cornerstone Cornerstone is not responsiblefor special, incidental. or
crosequentuddamagm. Comersto isnotraponsiblefadamagetoilswuk
by Delta patties, and awry rcpairwodg naessitaed by such damage is edra
work. All materials shall be fumished in accordance with the respective
industry tolrrance of -lor variation, thickness, situ, finish, and mcorre and
performance standards. Cornerstone maatreceive all warranty claims not more
than one (1)year after completion ofCOmast-c's work and Comerotone most
be provided a reasonable opportunity to inspect and make corrections. or such
warranty claims are barred.
6. Except as specifically required by the work and specifications included in this
bid proposal. Customer shall furnish all temporary site facilities, including site
seems. storage space, hoisting facilities, guard rails. coven for floor, roof and
wall openings, security, parkin¢, safety orientation, break and lunch facilities,
toilet and wash facilities, drinking water and other water facihtia, electrical
service, tch commumication service, lighting. heat, weather protection, firs
protection. and mash and recycling services.
7. To the carat that performance and payment bonds are included in this bid
proposal or in the case that it is added by charge order, the limit forms must be
the AGC 606 (2004) and AGC 607 (2004) publised by the Associated Gen"
Contractors ofAmerica. or substantially equivalent to the A312-1984 published
by the American Institute ofArchiterts.
g. Cornerstone will not provide any credits for emollment in an owner- or
contractor- controlled inuatance program No calculation of credits by wrap-up
administrator shall be binding on Canerstme.
9. Lim waivers andror waivers of claim(.) shall not apply to any remimge
withheld; shall not *ply to urmbilled changes, to claims which have been
asserted in writing awhich have nay become known to Comncrstons, shall
be co nditiatal upon receipt of funds to Cornerstone's account.
10, Proposal is based entirely on materials considered to bet he standard products of
cornerstone Detention products, Inc.
11. Comerture will nor be required to indemnify other patties. including but not
limited to, the general emtradm. construction manager, architect and owner,
for incidences that are not the sole responsibility of Criner'stme Detention
products, Inc. or that may violate statutory law in the scale ofthe project.
Vendor Services Agreement Page 23 of24
EXHIBIT E
Sole Source Letter
CORNERSTONE
February 6, 2025
City of Fort Worth Police Department
Jail Operation Unit
350 W Belknap Street
Fort Worth, TX 76102
Re: Airteq Systems Equipment Sole -Source
To: Jason Kim #3759
Lieutenant
Airteq Systems manufactures locks, hardware and locking devices for the detention and
correction industry. We are the original equipment manufacturer of the Airteq Series
7350 Sliding Door Device Locking System. Airteq is the sole manufacturer of repair
parts for these products. Your security and liability are very important to us.
Airteq and Service & Supply Division can engineer and install Airteq OEM detention
locking systems for your needs. As the manufacturer, Airteq factory technicians can
certify that our engineered products have been assembled, installed and adjusted to
factory specifications and provide a direct factory warranty for this work.
The use of unauthorized after -market or modified parts and non -factory trained and
certified Technicians voids not only time -based warranties but also any other expressed
or implied warranty of merchantability or liability. Also, the use of unauthorized repair
parts will void any U.L listing and ASTM testing of the product and therefore void any
ratings for fire rated door openings.
Thank you for considering the OEM factory direct parts and service.
Sincerely
Brian Burleson
Regional Sales Manager
bburleson@cornerstoneinc.com
256-560-4434 Office
210-326-261 B Cell
2391 NE Loop 410, Suite 208, San Anionio, TX 78217
cornerstoneinc.com
(256)560.4432
Vendor Services Agreement Page 24 of 24