HomeMy WebLinkAboutContract 63580CSC No. 63580
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and
PROFESSIONAL TURF PRODUCTS, LP ("Vendor") each individually referred to as a "party" and
collectively referred to as the "parties."
1. Scope of Services. The Vendor will provide parts, maintenance, and repair services for
Toro Brand Commercial Mowers and Specialty Equipment. The City will purchase these 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 expire one year later ("Expiration Date"), unless terminated earlier
according to 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 four (4) one-year renewal options
("Renewal Term").
3. Compensation.
3.1 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. Total annual
compensation under this Agreement will be an amount up to Forty -Five Thousand
Dollars and Zero Cents ($45,000.00). Vendor will not perform any additional services or
bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City will not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
3.2 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.
3.3 The Parties may engage in multiple transactions under this Agreement. For each
purchase made pursuant to this Agreement, Vendor must supply a quote and the quote must
conform with the then -current pricing under the agreement or the discount provided on the
Vendor's bid response if it is for an additional product and service of the same general
category, as described above. If the City accepts the quote and places the order, that quote
will be considered an addendum to this agreement but is not required to be filed in the City
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 17
FT. WORTH, TX
records. The Parties will maintain all quotes for the 3-year Audit period included herein.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
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.
Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third parry without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
Vendor Services Agreement Page 2 of 17
6. Ri2ht 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. Indenendent 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, 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 EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
Vendor Services Agreement Page 3 of 17
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement, City
will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Vendor will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non -
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
9. Assignment and Subcontracting.
9.1 Assisnment. 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 Coverase and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
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10.2
$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
(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.
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
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
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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 Reaulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other 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
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Professional Turf Products, LP
Keith Wertelka, Service and Autonomous Director
1010 N Industrial Blvd.
Euless, TX 76039
14. Solicitation of Emvlovees. 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.
Vendor Services Agreement Page 6 of 17
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
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24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv 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
Vendor Services Agreement Page 8 of 17
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 Bovcottina Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file 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)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
Vendor Services Agreement Page 9 of 17
City:
Y: Valerie Washington (Jul 2, 202511:48 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: 07/02/2025
' Vendor: Professional Turf Products, LP
By:
Name: Keith WertelL
Title: Service and Autonomous Director
Date
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name: Marilyn Marvin
Title: Property Management Department
Director
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 Certification No.: N/A
i 43 A -C—
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
Denise Garcia (J 1, 202516:23 CDT)
By:
Name: Denise Garcia
Title: Purchasing Manager
City Secretary: 4FORr°Il�o
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I A ��°da�Il °E4p54q p
By:
Name: Jannette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 17
EXHIBIT A
SCOPE OF SERVICES
1.0 INTENT
1.1 Vendor will provide parts, maintenance, and repair services for Toro Brand Commercial
Mowers and Specialty Equipment as listed but not limited to the scope of work described
herein. The City will purchase these products and services on an "as needed basis" for the
Property Management Department.
2.0 DEFINITIONS
2.1 The City: The City of Fort Worth
2.2 PMD Fleet: The City of Fort Worth's Property Management Department Fleet Division
2.3 OEM: Original Equipment Manufacturer (OEM) — is a company that supplies equipment
to other companies to resell or incorporate into another product using the Manufacturer's
brand name. It also may be used to refer to the company that acquires a product or
component and reuses or incorporates it into a new product with its own brand name.
2.4 PO: Purchase Order
3.0 PERFORMANCE OF SERVICES
3.1 The Vendor will provide a point of contact for parts and service repairs.
3.2 The Vendor agrees to perform all work between the hours of 7:00 am and 4:00 pm
Monday through Friday.
3.2.1 This excludes all City observed holidays; New Year's Day, Martin Luther King
Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving
Day (Thurs and Fri) and Christmas day.
3.3 Upon arrival at each facility the vendor will contact the PMD Fleet on -site supervisor
prior to performing any work, as well as, signing out with said supervisor upon
completion of duties.
3.4 The Vendor will provide the City an acceptable level of service in terms of cost, time and
workmanship. Upon return and inspection of services completed, PMD Fleet personnel
will notify the Vendor if any issues regarding the services or parts are found to be
unsatisfactory.
3.5 The Vendor will be given opportunity to correct any unacceptable levels of service.
Failure of Vendor to correct services or parts to a satisfactory condition may be
considered grounds for terminating the agreement.
3.6 The Vendor will be required to perform the work using the most up to date and
appropriate methods available from the Original Equipment Manufacturer (OEM) or
equivalent OEM standards. This includes, but is not limited to, all suitable repair
equipment and parts to insure the satisfactory execution of any repair or installation.
Vendor Services Agreement Page 11 of 17
4.0
5.0
3.7 The Vendor will possess all needed diagnostic equipment and tools to support the
services and products the Vendor is offering.
3.8 At the City's request, the Vendor will be required to provide industry training and
certification documentation on their personnel.
3.8.1 Certifications could include, the National Institute for Automotive Service
Excellence (ASE) or Manufacturer required training, which qualifies the vendor
to perform said work.
RESPONSE TIMES & LOCATIONS
4.1 The Vendor will have and operate a full-time, permanent business address with the ability
to be reached by email and telephone.
4.2 The Vendor will have a minimum of five people available to provide the services as
outlined in the scope of work.
4.3 The Vendor will respond to /acknowledge all emails and calls from PMD Fleet Division
within 24 - 48 hours.
4.4 The Vendor will return completed mowers and equipment to the designated Fleet Service
Center, Monday through Friday between 7:00 a.m.— 4:00 p.m. unless authorized in
writing by the Fleet Service Center Supervisor(s) or their designee.
4.4.1 Any deviation from this timeframe will require written approval from the Fleet
Service Center Supervisor(s) or their designee.
4.5 The list of service locations and addresses are listed below. The City reserves the right to
add/delete locations as needed.
Service Center Location
Brennan Body Shop 2500 Brennan Street
Fort Worth, TX 76106
James Avenue Service Center 5021 James Avenue
Fort Worth, TX 76115
Northside Service Center 317 Hillshire Drive
Fort Worth, TX 76131
Water Service Center 2222 West Daggett
Fort Worth, TX 76102
PARTS
5.1 Vendor will have the ability to look up OEM parts based on vehicle identification
number, serial number, or engine number.
5.2 All parts used for repair will meet the strict OEM standards and specifications.
Vendor Services Agreement Page 12 of 17
5.3 All parts utilized in repairs, replacements or installations on City equipment must be new
unless otherwise requested in writing by PMD Fleet personnel.
5.3.1 Any rebuilt or remanufactured parts can be considered but must be approved in
writing by City PMD Fleet personnel prior to being utilized by a vendor.
5.4 The City reserves the right to supply parts as the City determines is necessary.
5.5 The Vendor may charge a list less (-) for parts, unless otherwise approved by the City.
The list less pricing should be included in Exhibit B; updated lists should be made
available for review by the City as requested.
5.6 The Vendor will provide a minimum of one-year warranty on all parts and repairs. The
warranty will begin upon installation and final acceptance by the City of provided
products.
5.7 Vendor will warranty all work and products supplied under this Agreement against any
defects in design, workmanship, materials and failure to operate satisfactorily.
5.7.1 Each product will be constructed to the highest industry standards. Products
manufactured of poor workmanship will not be accepted.
6.0 ESTIMATES
6.1 The Vendor will be required to provide electronically produced estimates to PMD Fleet
personnel before the start of any work. The estimates must be emailed to the PMD Fleet
employee(s) and/or PMD Fleet facility location who requested the services to be
completed.
6.2 Estimates will be approved and authorized by PMD Fleet personnel in writing via email
with purchase order number prior to work being performed. Verbal approvals will not be
considered valid.
6.2.1 Fleet will create necessary work order for tracking.
6.2.2 Vendor will be notified, via email, of repairs needed and/or diagnosis from PMD
Fleet.
6.2.3 Vendor will identify the repair direction and will email an estimate with specific
details of the repairs needed regardless of warranty or non -warranty.
6.2.4 Warranty and billable repairs will be on separate estimate(s) / invoices in ALL
cases.
6.2.5 Fleet will document the approval and will update the work order detailing all
communications and repairs with denial or approval information.
6.2.6 PMD Fleet will issue a purchase order for billable repairs via email. Repairs are
NOT to be performed until a purchase order has been issued and provided to the
Vendor by PMD Fleet Division. This ensures proper tracking and documentation
are in place for the Vendor and the City.
6.3 All estimates provided by Vendors will be quoted on a `time and materials' basis,
adherence to the agreed upon contract rate(s) and itemized to illustrate the cost of each of
the following, if applicable, to the service or work performed:
Vendor Services Agreement Page 13 of 17
6.3.1 Estimates will include quantity and cost of each part(s) to be installed.
6.3.2 Estimates will include cost of labor to perform repair and/or installation; itemized
by number of labor hours per labor line and labor rate per hour.
6.3.3 Shop fees will not be allowed. These costs should be broken down in labor, parts,
or other established fees defined in Exhibit B.
6.3.4 Travel mileage for will be considered at a standard flat rate and only charged
once per job.
6.4 If during the course of the originally estimated repairs, it is noted that further repairs will
be needed, a revised estimate must be prepared by the Vendor and sent to the City for
approval.
6.5 Final submitted invoices submitted to the City for work performed should always match
the final estimate received by the City. All revised estimates must be approved in writing
prior to billing.
6.5.1 All estimates must match contract pricing, specifications, and standards.
6.6 If City vehicle or equipment is serviced by a Vendor for warranty work, the estimate
provided by the Vendor to the City will state `Warranty Service'.
6.7 There are no guarantees the City will accept or be held financially liable for costs outside
of labor and materials/parts if the submitted pricing is deemed excessive and not included
in Exhibit B, Payment Schedule.
7.0 INVOICES
7.1 All invoices must include the vehicle or equipment's VIN#, Unit #, mileage, labor hours,
and Purchase Order #.
7.2 If the final invoice needs to be updated for any reason (i.e. charges, unit number, etc.) the
date on the final invoice must be updated to match the date the revised invoice was
submitted for processing.
7.2.1 All invoices must match prior City approved estimates or payment may be
delayed.
7.3 INVOICE SUPPORTING DOCUMENTATION
7.3.1 Supporting Documentation for Labor charges must include, at a minimum: 1) the
total number of labor hours performed; and 2) the labor rate. Vendor must
provide the City with documentation which identifies the per hour labor rate.
7.3.2 Supporting Documentation for Parts charges must include, at a minimum: 1) a
short and plain description of the part; 2) the vendor part number; and 3) the
vendor's cost for the part and any markups.
7.3.3 Supporting Documentation for Freight Charges must include, at a minimum, the
total cost of the freight charges. Vendor must provide the City, at a minimum,
with a Bill of Lading or Purchase Order as documentation of the freight charges.
7.3.4 The Vendor must obtain a Purchase Order number before performing any
services.
Vendor Services Agreement Page 14 of 17
7.3.5 The Vendor must itemize all charges on the Vendor's invoice and provide
documentation clarifying the charges on the Vendor's invoice.
8.0 INVOICING REQUIREMENTS
8.1 The City of Fort Worth has implemented an automated invoicing system.
8.2 The Contractor shall send invoices electronically to our centralized Accounts Payable
department invoice email address: supplierinvoicesnfortworthtexas.aov. This email
address is not monitored so please do not send correspondence to this email address. The
sole purpose of the supplier invoices email address is to receipt and process supplier
invoices.
8.3 Please include the following on the subject line of your e-mail: vendor name, invoice
number, and PO number, separated by an underscore (ex: Example,
Inc._ 12345 6_FW013-0000001234)
8.4 To ensure the system can successfully process your invoice in an expedient manner,
please adhere to the following requirements:
8.4.1 All invoices must be either a PDF or TIFF format.
8.4.2 Image quality must be at least 300 DPI (dots per inch).
8.4.3 Invoices must be sent as an attachment (i.e. no invoice in the body of the email).
8.4.4 One invoice per attachment (includes PDFs). Multiple attachments per email is
acceptable but each invoice must be a separate attachment.
8.4.5 Please do not send handwritten invoices or invoices that contain handwritten
notes.
8.4.6 Dot matrix invoice format is not accepted.
8.4.7 The invoice must contain the following information:
8.4.7.1 Supplier Name and Address;
8.4.7.2 Remit to Supplier Name and Address, if different;
8.4.7.3 Applicable City Department business unit# (i.e. FW021)
8.4.7.4 Complete City of Fort Worth PO number (i.e. the PO number must
contain all preceding zeros);
8.4.7.5 Invoice number;
8.4.7.6 Invoice date; and
8.5 Invoices should be submitted after delivery of the goods or services.
8.6 To prevent invoice processing delays, please do not send invoices by mail and email and
please do not send the same invoice more than once by email to
sunnlierinvoices(&,,fortworthtexas.2ov. To check on the status of an invoice, please
contact the City Department ordering the goods/services or the Central Accounts Payable
Department by email at: ZZFIN AccountsPavable(a,fortworthtexas.2ov.
8.7 If you are unable to send your invoice as outlined above at this time, please send your
invoice to our centralized Accounts Payable department instead of directly to the
individual city department. This will allow the city staff to digitize the invoice for faster
processing.
Vendor Services Agreement Page 15 of 17
8.8 If electronic invoicing is not possible, you may send your paper invoice to: City of Fort
Worth, Attn: FMS Central Accounts Payable, 100 Fort Worth Trail, Fort Worth, Texas,
76102.
8.9 The City's goal is to receive 100% of invoices electronically so that all supplier payments
are processed efficiently. To achieve this goal, we need the Contractor's support.
8.10 If Contractor has any questions, please contact the Accounts Payable team at (817) 392-
2451 or by email to ZZ FIN AccountsPavablena,fortworthtexas.2ov.
8.11 Contractor shall not include Federal, State of City sales tax in its invoices. City shall
furnish a tax exemption certificate upon Vendor's request.
Vendor Services Agreement Page 16 of 17
EXHIBIT B
I6A.\'/0IWNIWO110111000
Unit Of Unit
Line Item
Measurement Price
Equipment Repair, Hourly Labor Rate, Shop Services
HR $180.00
Equipment Repair, Hourly Labor Rate, Field Services
HR $180.00
Travel Mileage, Service Technician, from Vendor's Euless
Location to designated City Facility, Flat Rate, 0-50 miles,
charged once per job
EA $ l 50.00
Travel Mileage, Service Technician, from Vendor's Euless
Location to designated City Facility, Flat Rate, 51-100 miles,
charged once per job
EA $200.00
Travel Mileage, Service Technician, from Vendor's Euless
Location to designated City Facility, Flat Rate, 101-150 miles,
charged once per job
EA $250.00
Travel Mileage, Service Technician, from Vendor's Euless
Location to designated City Facility, Flat Rate, 151-300 miles,
charged once per job
EA $300.00
Travel Mileage, Service Technician, from Vendor's Euless
Location to designated City Facility, Flat Rate, 301 or more
miles, charged once per job
EA $350.00
Parts, List - 0% Discount off Price List. The Vendor will provide
the list price of the part(s) on the invoice or attached to it, so the
City can confirm the pricing on the invoice aligns with the
contract pricing.
DO $0.00
Freight, Cost + 0% Markup from Vendor's Cost. The Vendor's
freight costs will just be passed through to the City. The City
must approve in writing the products to be shipped incurring
freight prior to the Vendor shipping the products.
DO $0.00
Vendor Services Agreement Page 17 of 17