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HomeMy WebLinkAboutContract 6325863258 City Secretary Contract No. FORT WORTH, NON-EXCLUSIVE VENDOR SERVICES AGREEMENT This NON-EXCLUSIVE 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 IIA LIFTING SERVICES, INC. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. The vendor will provide onsite inspections, testing, and certification of aerial and lifting devices. The City will purchase these products and services on an "as needed basis" for the Property Management Department ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement will begin on the date signed by the Assistant City Manager below ("Effective Date") and expires one year later ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 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 options ("Renewal Terms"). 3. Compensation. 3.1 The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of work. Further, Vendor recognizes that the amount stated below in Section 3.2 is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City for same or similar services and that once the full amount has been exhausted, whether individually or collectively, 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. 3.2 The maximum annual compensation amount allowed under this non-exclusive Agreement will be up to One Hundred Thousand Dollars ($100,000.00). In the event City opts to renew the Agreement, the maximum compensation amount allowed is up to $100,000.00 for each of the Renewal Terms. 3.3 Following the award of this Agreement, additional products and services of the same general category that could have been encompassed in the award, and that are not already made a part of the Agreement, may be added based on the discount provided on Vendor's bid response (if applicable) and price sheet provided with Vendor's bid response or a current quote provided from the Vendor. 3.4 The Parties may engage in multiple transactions under this Agreement. For each OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 18 FT. WORTH, TX City Secretary Contract No. purchase made pursuant to this Agreement, Vendor must supply a quote and the quote must conform with the then -current pricing under the agreement or the discount provided on the Vendor's bid response if it is for an additional product and service of the same general category, as described above. If the City accepts the quote and places the order, that quote shall be considered an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the 3-year Audit period included herein. 3.5 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. 3.6 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 within 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 Obliiiations 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. Vendor Services Agreement Page 2 of 18 City Secretary Contract No. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Vendor Services Agreement Page 3 of 18 City Secretary Contract No. rr."Vljj 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 (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, 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 APPLYIF CITYMODIFIES 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 CITYAGREES TO COOPERATE WITH VENDOR INDOING 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 ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH 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 MA TERIALLYADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALL Y AD VERSEL Y AFFECT CITY'S A UTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING Vendor Services Agreement Page 4 of 18 City Secretary Contract No. ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MA Y SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assisnment 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 $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 Vendor Services Agreement Page 5 of 18 City Secretary Contract No. (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, 100 Fort Worth Trail, 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. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. Vendor Services Agreement Page 6 of 18 City Secretary Contract No. 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 the same address To VENDOR: IIA Lifting Services, Inc. Michael Jolly, General Manager PO Box 5609 Peoria, AZ 85385 14. Solicitation of Emolovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Vendor Services Agreement Page 7 of 18 City Secretary Contract No. 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, including the attached 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. Counteruarts. 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 and Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement Vendor Services Agreement Page 8 of 18 City Secretary Contract No. 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. Chanue 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 BovcottinL, Enerev Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Vendor Services Agreement Page 9 of 18 City Secretary Contract No. 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 SiLynatures. 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) (remainder of this page intentionally left blank) Vendor Services Agreement Page 10 of 18 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: — A& Valerie Washington (May 9, 202515:15 CDT) By: Name: Valerie Washington Title: Assistant City Manager Date: 05/09/2025 APPROVAL RECOMMENDED: By. Name: Marilyn Marvin Title: Property Management Department Director ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: IIA Lifting Services, Inc. By: Name: Michael Jolly Title: General Manager Date: 05/06/2025 4p00 npq p o�Fo►erk°aa va''= `'oP0 �o PV= gSA 0�'*00 000*�d 144" nEzasaa 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. Dex"i e Ganll By: Denise Garcia (May 7, 202516:30 CDT) Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jessika J. Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A M&C Approved: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 18 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1.0 SCOPE OF SERVICES 1.1 The Vendor will provide onsite inspections, testing, and certifications of aerial and lifting devices including, but not limited to, bucket trucks, ground ladders, digger derricks, fire aerial apparatus, scissor lifts, trailer -mounted platform lifts, forklifts, warehouse material lifts, telehandlers, vacuum lifts, and independent platform lifts on an "as needed basis" for the Property Management Department. 2.0 DEFINITIONS 2.1 City: City of Fort Worth 2.2 Non-destructive testing (NDT): testing that includes, but is not limited to, ultrasonic, radiographic, magnetic, penetrant, eddy current, visual, mechanical, leak /vacuum, and infrared. 2.3 Mechanical failure: occurs when equipment is inoperable and prevents the required test from being performed. 2.4 Aerial & lifting devices: consist of bucket trucks, ground ladders, digger derricks, fire aerial apparatus, scissor lifts, trailer mounted platform lifts, forklifts, warehouse material lifts, telehandlers, vacuum lifts, and independent platform lifts. 2.5 Fleet Service Center: any City facility where the rolling stock are: inspected, tested, and certified. 2.6 American National Standards Institute (ANSI): an organization that oversees the creation, official notification, and use of norms and guidelines used by various industries, including the inspection and testing of aerial devices and ladders. Their website is http://www.ansi.org. 2.7 American Society for Nondestructive Testing (ASNT): an organization that promotes the profession and technologies of non-destructive testing through publishing, certification, research, and conferencing. ASNT is a third -party certification body accredited by ANSI. Their website is: http://www.asnt.org. 2.8 American Society of Mechanical Engineers (ASME) is a not -for -profit professional organization that enables collaboration, knowledge sharing, and skill development across all engineering disciplines. Their website is httv://www.asme.ora. 2.9 American Society for Testing and Materials (ASTM): a global organization that is the recognized leader in the development and delivery of Vendor Services Agreement Page 12 of 18 City Secretary Contract No. international voluntary consensus standards. ASTM standards are used to improve product quality, enhance safety, facilitate market access and trade, and build consumer confidence. Their website is htty://www.astm.ori4. 2.10 Hazardous Materials: any substances, materials, or wastes that are or become regulated as hazardous or toxic substances under any applicable federal, state, or local laws, regulations, ordinances, or orders. 2.11 Inspections: to determine the condition or operation of a component(s) by comparing its physical, mechanical, and/or electrical characteristics with established standards, recommendations, and requirements through examination by sight, sound, or feel. 2.12 National Fire Protection Association (NFPA): an international nonprofit organization, which provides and advocates consensus codes and standards, research, training, and education. The NFPA is the authority on fire, electrical and building safety organization. Their website is http://www.nfpa.org. 2.13 Occupational Safety and Health Administration (OSHA): an organization that ensures safe and healthful working conditions for working men and women by setting and enforcing standards and by providing training, outreach, education and assistance. Their website is http://www.osha.gov. 2.14 Testing: verifying serviceability by measuring the mechanical, structural, pneumatic, hydraulic, safety systems, or electrical characteristics of an item and comparing those characteristics with prescribed standards. 3.0 VENDOR REQUIREMENTS 3.1 The Vendor will provide all supervision, personnel, equipment, licenses, certifications, transportation, and supplies necessary for performing the required services. 3.2 All travel expenses are included in the unit cost of the inspection and testing services. 3.3 Shop fees, miscellaneous fees, environmental/hazardous disposal material fees, transportation fees, if any, for pick-up or delivery and unspecified costs may not be charged to the City unless it's included in Exhibit B, Payment Schedule. 3.4 The City reserves the right to request a copy of the Vendor's current employee or employer licenses and certifications. 4.0 PRE -INSPECTION REQUIREMENTS 4.1 Communication between the City and Vendor will be facilitated via phone and Vendor Services Agreement Page 13 of 18 City Secretary Contract No. email. 4.1.1 All technicians will have a cell phone to be reached while out in the field during business hours. 4.2 The Vendor will respond to the City within 48 hours for all issues or service requests. 4.3 Vendor will email an estimate to The Fleet Service Center Supervisor(s) or designee within one (1) business day of receiving a list of equipment for inspection and testing. 4.4 The City will only accept computer -generated estimates; handwritten estimates will not be considered. 4.5 Estimates will be approved and authorized by PMD Fleet personnel in writing via email with the purchase order number provided prior to work being performed. Verbal approvals will not be considered valid. 4.6 Final invoices submitted to the City for work performed will match the final estimate received by the City. All revised estimates will be approved in writing prior to billing. 4.6.1 All estimates will match Contract pricing, specifications, and standards. 4.7 Vendor will schedule and perform services within five business days of the City's request unless otherwise authorized in writing by the City. 4.8 The Vendor will conduct all services during normal business hours, which are 8:00 a.m. to 3:30 p.m. Monday through Friday. Any deviation from this timeframe will require written approval from the Fleet Service Center Supervisor(s) or their designee. 4.9 The Vendor will not perform services on the following City -observed holidays: 4.9.1 New Year's Day 4.9.2 Martin Luther King Jr. Day 4.9.3 Memorial Day 4.9.4 Juneteenth 4.9.5 July 4th 4.9.6 Labor Day 4.9.7 Thanksgiving Thursday and the following Friday Vendor Services Agreement Page 14 of 18 City Secretary Contract No. 4.9.8 Christmas Day 4.10 The list of service locations and addresses are listed below. The City reserves the right to add/delete any additional locations as needed. Service Locations Location Name Address James Avenue Service Center 5021 James Avenue Fort Worth, Texas 76115 Bolt Street Service Center 2920 W Bolt St Fort Worth, Texas 76110 Northside Service Center Will Rogers Memorial Center 317 Hillshire Drive Fort Worth, Texas 76052 3401 W. Lancaster Ave Fort Worth, Texas 76107 4.11 Vendor's test equipment will be mobile in order to conduct all testing at City locations. 5.0 INSPECTIONS & TESTING REQUIREMENTS 5.1 Vendor will provide inspection and testing services using the most current standards applicable to the performance of the services described including ASTM, ANSI, ASME, ASNT, NFPA, and OSHA. 5.2 The Vendor will allow City personnel to observe all testing and inspections. 5.3 Vendor inspection of the fire apparatus equipped with an aerial ladder will include: 5.3.1 a complete visual inspection 5.3.2 a complete non-destructive examination, including all load, drift, oil analysis, and waterway tests per NFPA 1911. 5.4 Vendor's testing techniques utilized will include, but are not limited to, ultrasonic inspection, magnetic particle inspection, dye penetrant inspection, and NDT techniques. 5.5 Vendor will inspect & test the safety interlock during every service and inspection for all aerial and lifting devices. 5.6 Vendor will restore to its pretest condition any safety device disconnected or overridden to be inoperable for testing or inspection purposes. The unit will be retested as required to show the safety device is functioning properly. 5.7 Vendor will not represent nor be a manufacturer of any aerial and/or lifting Vendor Services Agreement Page 15 of 18 City Secretary Contract No. device. 5.8 Vendor will test and recertify the rated lifting/load capacity of cranes, boom trucks, forklifts, and independent lifts including, but not limited to, man lifts, scissor lifts, construction lifts, platform lifts, and any other lifting device. 5.9 Vendor will perform NDT testing on a scheduled annual basis unless otherwise requested. 6.0 REPORT REQUIREMENTS 6.1 The Vendor will provide reports on a pass/no pass basis. 6.2 The Vendor will provide a computer -generated copy of the inspection and testing report and/or certificate of each unit to the Fleet Service Center Supervisor, within three (3) calendar days of completion of each inspection and test. 6.3 The report will contain all the defects found and a recommended course of action, if applicable. 6.4 When an aerial unit successfully meets all requirements of the latest edition of NFPA 1911, the Vendor will issue a certificate of Aerial Lift Device Examination and Testing stating the unit complies with the latest edition of NFPA 1911. 7.0 RE -INSPECTION SERVICES 7.1 The Fleet Service Center Supervisor or designee will contact the Vendor to schedule a re -inspection and retesting of failed units after repairs have been completed on the failed units, if applicable. 7.2 The Vendor will conduct re -inspections and testing at the City Service Center designated by the Fleet Service Center Supervisor within ten (10) business days following notification of completion of repairs, and provide a computer -generated copy of the inspection and testing report and/or certificate of each unit to the Fleet Service Center Supervisor. 7.3 If no additional testing or re -inspection is required, the Vendor will email the passing report to the Fleet Service Center Supervisor or designee immediately upon receipt of the repair report. 8.0 INVOICES 8.1 All invoices will match prior City approved estimates or payment may be delayed. All charges must be identified on vendors invoice billing statement, listed LINE by LINE by individual charges. 8.2 If the final invoice needs to be updated for any reason (i.e. charges, etc.) the Vendor Services Agreement Page 16 of 18 City Secretary Contract No. date on the final invoice will be updated to match the date the revised invoice was submitted for processing. 8.3 INVOICE SUPPORTING DOCUMENTATION 8.3.1 Supporting Documentation for Labor charges will include, at a minimum: 1) the total number of labor hours performed; and 2) the labor rate. Vendor must provide the City with documentation that identifies the per -hour labor rate. 8.3.2 Supporting Documentation for Parts charges will 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. 8.3.3 Supporting Documentation for Freight Charges will 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. 8.3.4 The Vendor will obtain a Purchase Order number before performing any services. 8.3.5 The Vendor will itemize all charges on the Vendor's invoice billing statement, and provide documentation establishing the charges on the Vendor's invoice billing statement. Vendor Services Agreement Page 17 of 18 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE Line Items Unit of Unit Measurement Cost Inspection & Testing Services, Annual, Truck Mounted EA $425.00 equipment, per unit Inspection & Testing Services, Annual, Forklifts (Trucks), per EA $275.00 unit Inspection & Testing Services, Annual, Ground Ladders, per unit EA $30.00 Inspection & Testing Services, Annual, Independent lifts EA $350.00 including but not limited to man lifts, scissor lifts, construction lifts, and platform lifts, per unit Inspection & Testing Services, Annual, Aerial, Vehicle Mounted EA $425.00 Elevating Equipment, per unit Inspection & Testing Services, Annual, Aerial, fire apparatus EA $800.00 equipped with aerial ladder, per unit Re -Inspection & Retesting Services, Failed Aerial Device Unit EA $110.00 After Repairs, per unit Incomplete Inspection, due to mechanical failure EA $220.00 Inspection & Testing Services, Five Year, Non -Destructive, EA $900.00 Aerial, fire apparatus equipped with aerial ladder, per unit Vendor Services Agreement Page 18 of 18