HomeMy WebLinkAboutContract 63783City Secretary Contract No. 63783
FORT WORTH,
"**I
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 CUSTOM TRUCK ONE SOURCE dba CTOS ("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
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 19
FT. WORTH, TX
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 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 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.
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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 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,
Vendor Services Agreement Page 3 of 19
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, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTSANDEMPLOYEES, FROMANDAGAINSTANY
AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESSAND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION —
VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND
EXPENSE, ANY CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF
ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR
PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE AND/OR
DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING
UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL
NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF
ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS
SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY
SUCH CLAIM; HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY
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PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR
LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES
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 WRITTENNOTICE OFANYSUCH 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 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
ADVERSELYAFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR
DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND/OR
DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR
DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE
OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO
VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID
TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY
SEEK ANYAND ALL REMEDIES AVAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties,
obligations or rights under this Agreement without the prior written consent of City. If City
grants consent to an assignment, the assignee will execute a written agreement with City
and Vendor under which the assignee agrees to be bound by the duties and obligations of
Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under
this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will
execute a written agreement with Vendor referencing this Agreement under which
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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
(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
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completion of services provided. An annual certificate of insurance must be
submitted to City to evidence coverage.
10.2 General Reauirements
(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.
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
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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:
To VENDOR:
City of Fort Worth Custom Truck One Source dba CTOS
Attn: Assistant City Manager Bart McClary, Part & Service Sales
100 Fort Worth Trail Representative
Fort Worth, TX 76102 7701 Independence Ave.
Kansas City, MO 64125
With copy to Fort Worth City Attorney's
Office at the 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
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.
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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 parry 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. Counterparts. This Agreement may be executed in one or more
counterparts and each counterpart will, for all purposes, be deemed an original, but all such
counterparts will together constitute one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality
and conform to generally prevailing industry standards. City must give written notice of any breach
of this warranty within thirty (30) days from the date that the services are completed. In such event,
at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the
services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor
for the nonconforming services.
25. Immigration 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
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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 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
Vendor Services Agreement Page 10 of 19
term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to
those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
30. Prohibition on Bovcotting Energv Comuanies. 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.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, City is prohibited from entering into a contract for goods or services that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a
company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to City
that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature,
which will be considered as an original signature for all purposes and have the same force and
effect as an original signature. For these purposes, "electronic signature" means electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original
signature, or signatures electronically inserted via software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and
agreement between City and Vendor, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 11 of 19
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
✓avd,_ V"--/L
By: Valerie Washington (Aug 6, 2025 16:30:48 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: 08/06/2025
APPROVAL RECOMMENDED:
By:
U
Y
Name: Marilyn Marvin
Title: Property Management Department
Director
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.
ibmu,g6- Cj"ciw
By. Denise Garcia (Aug 5, 2025 16:41:06 CDT)
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND
LEGALITY:
ATTEST: o4a,
o°pro o9ao By
Name: Jessika J. Williams
o,
Pp*moo o^gyp
��s °°naaXas44p Title: Assistant City Attorney
By:
Name: Jannette Goodall CONTRACT AUTHORIZATION:
Title: City Secretary M&C: N/A
M&C Approved: N/A
Form 1295: N/A
VENDOR:
Custom Truck One Source dba CTOS
East AUam
By: Bart McClary (Aug 1, 202510:4169 CDT)
Name: Bart McClary
Title: Parts & Service Sales Representative
Date: 08/01/2025
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 12 of 19
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
httr)://www.asme.or2.
2.9 American Society for Testing and Materials (ASTM): a global organization
that is the recognized leader in the development and delivery of
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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.ora.
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
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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
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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
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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
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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 18 of 19
EXHIBIT B
PAYMENT SCHEDULE
Line Items
Unit of
Unit
Measurement
Cost
Inspection & Testing Services, Annual, Truck Mounted
EA
$1,250.00
equipment, per unit
Inspection & Testing Services, Annual, Aerial, Vehicle
EA
$1,250.00
Mounted Elevating Equipment, per unit
Re -Inspection & Retesting Services, Failed Aerial Device Unit
EA
$500.00
After Repairs, per unit
Dielectric Testing
EA
$350.00
Vendor Services Agreement Page 19 of 19