HomeMy WebLinkAboutContract 63638CSC No. 63638
FORTWORTH.
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 TEXAS INDUSTRIAL SECURITY, INC.
("Vendor"), a Texas 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 Sole Source Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Texas Industrial Security, Inc. Contract for Security Services
Exhibits A, B, and C, 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 A, B, or C, and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Vendor
Services Agreement shall control.
1. Scope of Services. The Vendor will provide hospital security guard services for jail
arrestees ("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 1 (one) 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.
3. Compensation.
3.1 Total compensation under this Agreement shall not exceed one hundred
thousand dollars and zero cents ($100,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit "B"
("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.
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement FT. WORTH, TX Page 1 of 17
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-Annropriation 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
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. 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 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, INCLUDING, BUT 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,
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
A CTIONA GAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
Vendor Services Agreement Page 3 of 17
OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,
IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY
WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANYSUCH CLAIM
OR ACTIONAND 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 INTERESTS, 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.
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 MA TERIALL Y AD VERSEL Y RESTRICTED, 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 IT NON -INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C)
REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE
AND DOCUMENTATIONAT 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 A VAILABLE TO CITY UNDER LAW.
9. AssiEnment and Subcontracting.
9.1 Assimment. 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 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
Vendor Services Agreement Page 4 of 17
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) 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): ❑[ Applicable I❑[ 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.
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.
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(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, Ordinances, Rules, and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, 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 Texas Industrial Security, Inc.
Attn: Assistant City Manager Attn: Scott Westmoreland, Director
100 Fort Worth Trail (formerly Energy Way) 1712 Pennsylvania Ave.
Fort Worth, TX 76102 Fort Worth, TX 76104
Facsimile: (817) 392-8654
s.westmoreland@txsecurity.com
With a copy to Fort Worth City Attorney's Office
at same address
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general solicitation
or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that, by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
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 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
Vendor Services Agreement Page 7 of 17
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 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. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by
an authorized representative of each party.
23. 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 I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
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
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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 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 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 fled 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 Govermnent 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 Bovcotting Enemv Companies. 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.
Vendor Services Agreement Page 9 of 17
32. Prohibition on Discrimination Against Firearm and Ammunition 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
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 Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(signature page follows)
(remainder ofpage intentionally left blank)
Vendor Services Agreement Page 10 of 17
ACCEPTED AND AGREED:
CITY OF FORT WORTH
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Name: William Johnson
Title: Assistant City Manager
Date: 07/10/2025
APPROVAL RECOMMENDED:
By:
Robert'Alldredge (Jul 10, 202511:02 CDT)
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.
By:
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
pad 4 poat°
0 0=° oda
ATTEST: o'=d
Pp.d By:
)j dao4 QEop544� Name: Amarna Muhammad
Title: Assistant City Attorney
By:
Name: Jannette Goodall CONTRACT AUTHORIZATION:
Title: City Secretary M&C: (None Required)
Date Approved:
TEXAS INDUSTRIAL SECURITY, INC.
Scoff Wesftnoreland
By: Scott Westmoreland (Jul 10, 2025 09:42 CDT)
Name: Scott Westmoreland
Title: Director
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 11 of 17
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE
1.1 Vendor shall provide security guard services on an as needed basis for the Fort
Worth Police Department (FWPD) in accordance with the following scope of services.
1.2 FWPD will utilize this Agreement for unarmed and optional armed security guard
services for arrestees admitted to John Peter Smith Hospital and other area hospitals on
an as -needed basis.
1.3 Vendor shall ensure that its security guards possess all required licenses,
certifications, permits, and authorizations, including the appropriate Texas Private
Security Bureau License if retired and still not commissioned.
2.0 GENERAL REQUIREMENTS
2.1 Hospital Unarmed and Optional Armed Security Guard Services
2.1.1 The Vendor shall provide hospital unarmed and optional armed security
guard services on an as needed basis, as requested by the City.
2.1.2 Vendor shall respond and supply requested security guard services
required within a 45-minute response time or less for reporting to John Peter
Smith Hospital or other area hospitals from the time original request is made by
the FWPD.
2.1.3 The Vendor shall provide uniforms to its officers that include identifiable
patches clearly designating them as Vendor security guards. Security guards shall
not wear any clothing or jackets over their uniforms unless such items are
officially designated as part of the uniform.
2.1.4 In situations where the Vendor does not have an officer immediately
available to respond, the Supplier shall provide an estimated time of arrival for
when an officer will be available and provide update to FWPD Jail sergeants.
2.1.5 Vendor shall provide a 24-hour answering system to immediately notify
and dispatch a security guard upon notification by the FWPD that an arrestee is
being admitted to John Peter Smith Hospital or other area hospitals.
2.1.6 Vendor shall provide one unarmed guard or one optional armed guard per
arrestee when notified that an arrestee is admitted to John Peter Smith Hospital or
other area hospitals. The number of guards per arrestee shall be determined at
FWPD's sole discretion.
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2.1.7 In the event that more than five guards are needed at any one time, one
guard shall be permitted to guard two arrestees provided they are in custody for
misdemeanor offenses, are hospitalized together in the same room or adjacent
rooms and are secured to their beds.
2.1.8 A FWPD officer shall inventory the arrestee's personal property and the
property shall be maintained by the FWPD.
2.1.9 Vendor shall not be involved in transportation of the arrestees to and from
the John Peter Smith Hospital facility or other area hospitals.
2.1.10 Vendor shall provide and arrange for guards' lunch break in compliance
with labor laws.
2.1.11 The Vendor shall not assign any individual security guard to work more
than sixteen (16) hours within a twenty-four (24) hour period. This limitation is
intended to prevent fatigue and to ensure the consistent delivery of effective and
reliable security services.
2.1.12 Vendor shall ensure that appropriate restraints remain on arrestees at all
times.
2.1.13 The Vendor shall, upon request, provide documentation verifying that all
security guards assigned to arrestee guard duties have received appropriate
training. The Vendor is also responsible for ensuring that all newly onboarded
security personnel receive initial training, as well as ongoing, continuous training
throughout the term of the contract.
2.1.14 The City reserves the right to terminate this contract upon three
documented instances of the Vendor's failure to perform contractual duties.
Grounds for termination include, but are not limited to: leaving arrestees
unattended or unrestrained, sleeping while on duty, or engaging in conduct
deemed unprofessional, unbecoming, or otherwise detrimental to the City's
reputation.
2.1.15 While on duty, Vendor security guards must adhere to the FWPD Post
Orders. The Post Orders include, but are not limited to:
2.1.15.1 Security Guard shall not furnish any item that is not supplied by
the FWPD to an arrestee, including food, drink, reading material, writing
materials, or the use of a cellphone. No arrestee is allowed to use any
phone unless the appropriate FWPD personnel provide authorization either
by phone or in writing.
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2.1.15.2 Security guards shall verify the identity of the arrestee they are
assigned to guard by confirming the arrestee's name with hospital staff or
the officer previously assigned to the post. The confirmed identity must
match the information provided to the guard prior to assuming guard
duties.
2.1.15.3 Security guard shall notify the Jail Sergeant's Office upon arrival
to their guard detail. This requirement also applies when the officer is
relieved by a FWPD officer, another security guard, or personnel from the
Tarrant County Sheriff's Office.
2.1.15.4 The Vendor's security personnel shall always remain with the
arrestee. Under no circumstances shall the arrestee be left unattended.
Security guards may only leave their post when properly relieved by
another Supplier security officer, a FWPD officer, or personnel from the
Tarrant County Sheriff's Office.
2.1.15.5 Security guards are required to know and understand the
company's security policy.
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EXHIBIT B
PAYMENT SCHEDULE
This Rate Schedule becomes effective on the 11' day of Julv 2025 and sets out a rate of service at:
$25.35 per guard -hour for an unarmed guard and $34.15 per guard -hour for an armed guard (armed guard
must possess a Level 4 license and perform duties in approved TIS uniform).
TIS will bill a minimum 2hr shift fee for all FWPD coverage requests that are staffed by TIS guards.
Holiday Rate of $38.03 unarmed / $51.23 armed per guard -hour shall apply for all 6 legal holidays. Holidays
included are New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas
Day
SPECIAL SERVICES AND/OR CHARGES: Tax exempt
BILLING ADDRESS: City of Fort Worth
505 W. Felix Street
Fort Worth, TX 76115
THIS RATE SCHEDULE MAY BE REVIEWED FROM TIME TO TIME BY T.I.S. AND CUSTOMER TO
DETERMINE ANY NECESSARY ADJUSTMENT IN RATES OR IN INSTRUCTIONS BY EITHER
PARTY. BY MUTUAL AGREEMENT, THE ADJUSTED ENDORSEMENT SHALL BECOME A PART OF
THE CONTRACT.
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Exhibit C
Texas Industrial Security, Inc. Contract for Securitv Services
TEXAS INDUSTRIAL SECURITY, INC.
CONTRACT FOR SECURITY SERVICES
This agreement is made the 17' day of June 2025, by and between City of Fort Worth, hereinafter called
"Customer," and Texas Industrial Security, Inc., hereinafter called "T.I S.," State License No C-00111, organized under the
laws of the State of Texas, having its office located at 1712 Pennsylvania Ave Fort Worth, Texas 76104.
WITNESSETH:
WHEREAS, Customer desires to have T.I.S. furnish a uniformed security officer to the property owned, leased and/or under the
care, custody, and control of Customer, which property is located at:
505 W. Felix Street
Fort Worth, TX 76115
(to include anv address Citv of Fort Worth requires)
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth, the parties agree as follows
1 The term of this contract shall be for a period of one year beginning the I" day of July 2025 This contract is renewed
automatically unless one party notifies the other party to the contrary prior to 30 days before the expiration of this
contract.
2. The number of security officers, guard posts, their location, and the hours and nature of security officers' duties may vary
from time to time to meet the Customer's requirements, (subject to rates/charges as specified) It is the Customer's
responsibility to establish the number of security officers and the hours necessary Failure to communicate schedule
changes to the T.I S. office in writing that results in an officer showing up for a cancelled assignment will generate a four
hour show -up fee.
3 The security officers shall perform such security related services as the Customer shall require, but they shall be
employees of T.I.S., an independent contractor, and the hiring, training, uniforming, equipping, supervising, directing, and
discharging of all security officers shall be the sole function and responsibility of T.I. S. The payment of Federal and State
taxes, Social Security and Medicare benefits, unemployment compensation taxes and overtime wages (other than
overtime authorized by the Customer) shall also be the sole function and responsibility of T IS. The Customer, however,
may request T I.S to remove any security officer from its premises for any reason whatsoever The Customer is entitled
to receive a written report.
4 T.I.S. agrees to furnish and keep in force all insurance required by state regulation during the term of this contract:
a. Workers Compensation Insurance coverage on persons employed by T.I.S. engaged in the performance of
the work described.
b. Public Liability Insurance in the name of T.I. S. covering liabilities for damages or injuries directly caused
by the security officer.
5 If, at the request of the Customer, a security officer is assigned duties other than normal security duties described in
written post orders and agreed to by both parties, the Customer assumes complete responsibility At no time is the
customer to require a T.I S. employee to operate a vehicle owned by the Customer, unless such duties are specifically
described in the post orders. Texas Industrial Security services are for the exclusive benefit of the Customer. No
representation shall be made that the services provided are for the benefit of any third party
6 T.I.S will pay all State and Federal Taxes and comply with the Minimum Wage Act of 1938. However, in the event of
any increase or decrease whatsoever in tax rates or minimum wages, it is understood and agreed that the contract price
will be increased or decreased accordingly from the date that the increase or decrease goes into effect.
7 The Customer and T I. S agree that the services provided maybe discontinued 30 days after notice in writing by the
authorized representative of either party Termination of services shall not be less than 30 days after such written
notification The sole exception being non-payment of service, in which case T I.S. can give a written 24 hour
cancellation notice
8. The sale of the Customer's property will not relieve the Customer from the obligation to pay for services rendered after
the sale, unless the Customer cancels the agreement in accordance with the terms described.
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9 T.I.S. shall not be held responsible for loss, theft, harm, or damage from same, to persons or property on the customer's
premises when such premises are being guarded by T I. S , with the only exception being loss or damage caused by a
dishonest or fraudulent act of its company or employees.
10. The parties agree that during the term of this contract and for a period of one year thereafter, neither party shall hue or
employ any present or former employee of the other party for employment in Tarrant or Dallas counties or in any county,
which touches Tarrant, or Dallas counties without written consent of the other party. In the event either party violates this
covenant, the party in violation shall pay to the other party a sum equal to 50% of all wages paid to the employee by the
party in violation for a period of one year from the date of hue by the party in violation, said 50% amount to be paid to the
injured party in violation each time wages are paid to the employee It is agreed that the actual damages which might be
sustained by the parties by reason of the breach of this covenant are uncertain and would be difficult to ascertain. It is
further agreed that the said 50% amount would be reasonable and just compensation for such breach and the parties
hereby agree to accept said amount as liquidated damages, and not as a penalty, in the event of such breach
11 This instrument constitutes an entire agreement between T.I S and Customer, and it shall not be amended, altered, or
changed except by a written agreement signed by both parties.
12. Payment on all invoices is due within 30 days of receipt. A 1.5% late payment will be charged monthly for any unpaid
amount over 45 days old until paid in full. In the event client defaults in making timely payments of any invoiced charges
and Texas Industrial Security places the matter with an attorney for collection, client hereby agrees to pay all reasonable
attorneys fees incurred thereby, including fees incurred prior to or during any related litigation. Payment of invoiced
charges shall be considered timely if postmarked not more than thirty days from receipt of the related invoice. Receipt of
the invoice will be presumed to be three days after the invoice date.
TIS will follow items outlined in the SCOPE of Work provided by FWPD.
IN WITNESS WHEREOF, the parties hereto execute this agreement as of the day and year written above
Customer. City ofFort Wor,7th TEXAS INDUSTRIAL SECURITY, INC.
Signature: 9'` Signature:
Name: William Johnson Name: Scott Westmoreland
Title. Assistant City Manager Title Director
Telephone 817-392-1234 Telephone (817) 335-3046
Texas Industrial Security, Inc. is licensed by the
Texas Dept of Public Safety, Private Security Bureau
P.O. Box 4087, Austin, Texas 78773
(512)424-7710
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