HomeMy WebLinkAboutContract 63928CSC No. 63928
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, acting by and
through its duly authorized Assistant City Manager, and Republic Services, Inc. dba Specialized
Response Solutions, L.P. ("Vendor"), an Arizona corporation, acting by and through its duly authorized
representative, each individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule;
4. Exhibit C — Verification of Signature Authority; and
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 Agreement
shall control.
Scone of Services. Vendor will provide complete repair, refurbishment, and maintenance services
of Honeywell -branded equipment used by the City of Fort Worth Fire Department on an "as -needed"
basis ("Services"), which are set forth in more detail in Exhibit A — Scope of Services, attached hereto
and incorporated herein for all purposes.
1. Term. This Agreement shall begin on the date signed by the Assistant City Manager
("Effective Date") and shall expire one (1) year from that date ("Expiration Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). Upon the expiration of the Initial Term, the Agreement
shall renew automatically under the same terms and conditions for up to four (4) one-year renewal periods
(each a "Renewal Term"), unless City or Vendor provides the other party with notice of non -renewal at
least 90 days before the expiration of the Initial Term or Renewal Term.
2. Comoensation.
3.1 Total compensation under this Agreement will not exceed one hundred thousand
dollars and zero cents ($100,000.00) annually.
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 — Price
Schedule, which is attached hereto and incorporated herein for all purposes.
Vendor Services Agreement — Republic Services, Inc. dba Specialized Response Solutions, L.P. Page 1 of 16
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-ADDromiation 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 Oblisations 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 records 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
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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. ftht 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 Conti -actor. 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.
S. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CA USED 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 ANYRESULTING 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, REPRESNTATIVES,
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
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ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, 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 APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY
SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR
COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER,
CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S
INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE
EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR
PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT
AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY
WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE 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 CITY MAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y 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
MA TERIALL Y AD VERSEL Y AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALL Y 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 ANYAND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontractint'.
9.1 Assianment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vaadgr and ASsignee will he inintiy liable, for all obligations of Vendor under this --A aret-mnn prior
to the effective date of the assignment.
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9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General-Reauireme—
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(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. Comaliance 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.
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, (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-fallowe:
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To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Republic Services, Inc. dba Specialized Response
Solutions, L.P.
Ryan Dissinger, Operations Supervisor
411 Bolliger Boulevard
Fort Worth, TX 76108
817-246-3338
rdissinger@republicservices.com
14. Solicitation of E.mulovees. 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.
19. Force Majeure. 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 Parry'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.
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20. Headines 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, Exhibit A, and Exhibit 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. Entirety of Agreement. This Agreement, including Exhibits A and B, 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. Counteraarts. 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. Imm ration and Nationality 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.
27. 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
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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.
28. Sienature 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. Chanae in Comnanv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No Boveott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Chapter 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.
31. Prohibition on Boveottin2 Enerev 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 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.
32. Prohibition on Discrimination Aeainst 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 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
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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 Sienatures. 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.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By:
�J� 9,L-,
Name:
William Johnson
Title:
Assistant City Manager
Date:
09/08/2025
VENDOR:
REPUBLIC SERVICES, INC. DBA
SPECIALIZED RESPONSE SOLUTIONS,
L.P..
By:
Name' n Diss er
Title: Operations Supervisor
Date: 13- Z 7- 45—
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By. James Davis (Sep 7, 2025 21:53:41 CDT)
Name: James Davis
Title: Fire Chief
Attest:
By:
Name:
Jannette Goodall
Title:
City Secretary
Contract Authorization:
M&C: N/A
Date M&C Approved: N/A
Form 1295: N/A
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: AW
Name: Brenda Ray
Title: Purchasing Manager, Fire
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Sr. Assistant City Attorney
Vendor Services Agreement — Republic Services, Inc. dba Specialized Response Solutions, L.P. Page 11 of 16
EXHIBIT A
SCOPE OF SERVICES
In addition to the Scope of Services enumerated herein, services under the Agreement include all
elements proposed in Vendor's response to the City's RFQ 25-0182, which formed the basis of contract
award.
Vendor will provide complete repair, refurbishment, and maintenance services of Honeywell -branded
equipment used by the City of Fort Worth Fire Department on an "as -needed" basis, as detailed below.
1. Vendor will provide diagnostic reports and repair records during equipment pick up.
2. Vendor will provide use of Original Equipment Manufacturer (OEM) Honeywell parts only.
3. Vendor will provide warranty on repairs consistent with Honeywell standards.
4. Vendor will service but not limited to:
a. Honeywell gas detection systems
b. Honeywell air monitoring instruments
c. Honeywell safety and industrial sensors
d. Honeywell self-contained breathing apparatus (SCBA)
e. Honeywell calibration and software tools
5. Vendor will be an authorized Honeywell Partner.
6. Vendor will have access to proprietary Honeywell parts, tools, and calibration software.
7. Vendor will have manufacturer -trained technicians for Honeywell product lines.
8. Vendor will have authorization to maintain warranty status on repaired units.
9. Vendor will maintain warranty and service records in Honeywell's national repair tracking
system.
10. Vendor will have exclusive regional rights granted by Honeywell for certified repair services.
11. Vendor will have possession of Honeywell -certified diagnostic equipment and parts, not available
to non -authorized vendors.
12. Vendor will have proprietary use of Honeywell software required for calibration and compliance
with Occupational Safety and Health Administration and National Fire Protection Association
(OSHA/NFPA) standards.
13. Vendor will respond to repair request for any unit requiring urgent or emergency repairs within
24 hours.
14. Vendor will provide loaner equipment during repairs, upon request from the department.
15. Vendor will provide onsite repairs services for units that do not require removal from the
premises.
Vendor Services Agreement— Republic Services, Inc. dba Specialized Response Solutions, L.P. Page 12 of 16
a. Onsite repairs will be serviced at Fort Worth Fire Department Station 2, 200 Texas Street,
Fort Worth, TX 76102
Vendor Services Agreement — Republic Services, Inc. dba Specialized Response Solutions, L.P. Page 13 of 16
EXHIBIT B
PRICE SCHEDULE
Primary Responses
S.—, AJI W1.v Iidl
anmx,c
tnf ,�
25-0182
Repair, Refurbishment,
and Maintenance
of Honeywell -Branded Equipment
So,cass:
MI-1... provald
Bid
#1-1
Tech/Labor
Hour
5000
$7650
RAE Systems
$382.50000
Success:
All values provided
Bid
#1-2
AreaRae Pro Calibration
EA
200
$4275
RAE Systems
$8,55000
Success:
All vela. provided
Bid
0-3
Multi Rae Lite Calibration
EA
200
$ 42 75
RAE Systems
$ 8,550 00
Success:
All values provided
Bid
#1-4
Gras 3 Calibration
EA
100
$4275
RAE Systems
$4.27500
Success.
All values provided
Bid
#1-5
Upgrade Firm
EA
200
$40.00
RAE Systems
$8,00000
Success:
All values provided
Bid
#1-6
Diagnostic Charge
EA
200
$ 18000
RAE Systems
$ 36,000 00
Success:
All values provided
Bid
#1-7
RAE Sensor Module, Mart EC, 02, 30 % , 4R Plus
EA
50
$ 272 70
RAE Systems
$13,635 00
Success: All values provided Bid #1-6 Sensor, RAW, LEL/rC, 3R, 2.30V 110M EA 50 $ 27270 RAE Systems $ 13,635 00
Success: All values provided Bid #1-9 LEL Combustible Sensor EA 50 $ 27270 RAE Systems $ 13,63500
$ 488,700.00
8 485,780.00
Price adjustments may only be requested on an annual basis in conjunction with the contract's renewal:
1. Vendor must submit its price adjustment request, in writing, at least 60 days before the requested
effective period. Vendor shall provide written proof of cost increases with the price adjustment
request.
2. If the City concludes that the rate increase being requested is unacceptable, the City reserves the
right to adjust the rate request or reject the rate request in its entirety and allow the contract to
expire at the end of the contract term. If the City elects not to exercise the renewal option, the
Purchasing Division reserves the right to issue a new solicitation or procure the services by any
other allowable means.
3. Prices shall remain firm for the term of the Agreement and shall include all associated freight and
delivery costs, unless otherwise specifically stated and agreed to by City.
4. Upon expiration of the Agreement term, Vendor agrees to hold over under the same terms and
conditions of the executed Agreement for a reasonable period of time to allow the city to re -bid
an agreement, not to exceed ninety (90) days.
5. The provision of goods and/or services shall not be suspended by Vendor except as expressly
Vendor Services Agreement — Republic Services, Inc, dba Specialized Response Solutions, L.P. Page 14 of 16
allowed by the contract's terms and conditions.
Vendor shall invoice after delivery of the goods and/or services.
Vendor shall send invoices electronically to City's centralized Accounts Payable department invoice
email address: sut)nlierinvoices[cufoirtwot•tlitexas.-ov
Payment Terms are Net 30 Days.
Vendor Services Agreement — Republic Services, Inc. dba Specialized Response Solutions, L.P. Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUTIIORITV
FOR,I'WUgjI, CITY OF FORT WORTII - PURCHASING DIVISION
AUTHORIZED SIGNATURE AND CONTACT DETAILS
RFP Ref, #; 25-0182 Doc. IRef#: RFP-03 Page 1 of I
RFP Title.:itepair, Refurbishment, and Maintcnancc of Honeywell-Brarided Equipment
Legal Name of Proposer: Republic Servims
D/$/A Name of Proposer: Specialized Response Solutions
City of Fort Worth Bidder/Supplied Id or Federal Id Number (TIN)-. 65-0716904
Address:411 Solliger Blvd Fort Worth Texas 76108
Name of the Authorized Representative: Ryan Dissinger
Title: Operations Supervisor
The undersigned, by his/her signature, represents that hc,/she is submitting a binding
Proposal and is authorized to bind the respondent to folly comply w•ilh the
solicitation document contained herein. The Respondent, by submitting and signing
below, acknowledges that he'she has received and read the entire document packet
for this RFP and agrees to be bound by the terms therein.
The undersigned agrees if the Proposal is accepted, to furnish any and all items
arid/or services upon which prices are offered, at the price(s) and upon the terms,
conditions, and scope/specifications contained in this RFP.
Signature of the Authorized Representative:
1'mail: Rdissinger@republicservices.com Phon ,. - .25-7744
Name of Contact Poison - 1; Terry Rockwall
Title of Contact Person - 1: Emergency (Response Operations Manager
Email: Trockwoll@republicservices.com Phone; 8 17-246-3338
Name of Contact Person - 2: Kent Farquhar
Title of Contact Person - 2: Branch Manager
Fntail: Kfarquhar@republicservices.com Phone; 817'246'3338
Name of Contact Person - 3: Ryan Dlssinger
Title of Contact Person - 3: Rdissirlger@republicservices.eom
Email: Rdlssinger@republicservices_co:m Phone:817-246-333,8
Vendor Services Agreement— Republic Services, Inc. dba Specialized Response Solutions, L.P_ Page 16 or16