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HomeMy WebLinkAbout064492 - General - Contract - Vican, Inc. dba Etech Parts PlusCSC No. 64492 FORTWORTH� VENDOR SERVICES AGREEMENT (Information Technology) This Vendor Services Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and Vican, Inc. dba Etech Parts Plus ("Vendor"). City and Vendor are each individually referred to herein 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— Payment Schedule; 4. Exhibit C— Signature Verification Form; and 5. Exhibit D— Vendor Response to Request for Proposals (RFQt) No. 26-0034. All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Agreement shall control. 1. Scope of Services. The City issued Request for Proposals No. 26-0034 to establish a Vendor Services Agreement to provide the City with technology repair services including but not limited to cell phones, iPad, or tablets for the Information Technology Solutions Department, on an as needed basis, per descriptions and specifications listed in the Scope of Services ("Services"), which are set forth in more detail in "Exhibit A", attached hereto and incorporated herein for all purposes. Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal, state, and locallaws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall eXpire no later than one year from execution date ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement ("Initial Term"). This Agreement may be renewed for five (5) one-year renewals at the City's option, each a"Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. Compensation. The City shall pay Vendor an annual amount not to eXceed one hundred thousand dollars and zero cents ($100,000.00) in accordance with the provisions of this Agreement. Vendor shall not perform any additional services for the City not specified by this OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY page 1 of 20 FT. WORTH, TX Agreement unless the City requests and approves in writing the additional costs for such ser- vices. The City shall not be liable for any additional eXpenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all in- voices of Vendor within thirty (30) days of receipt of such invoice. Vendar may charge interest on late payments not to exceed one percent (1%). 4. Termination. 4.1 Convenience. Either the 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 Breach. If either party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3 Fiscal Fundin� Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior to the EXpiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the 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 shall return all City provided data to the City in a machine-readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to the 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 the City in writing. 5.2 Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's Vendor Services Agreement Page 2 of 20 provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have eXecuted a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the 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 shall promptly notify Seller. It will be the responsibility of Seller 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 shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the 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 shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Ri�ht to Audit. 6.1 Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 6.2 Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and Vendor Services Agreement Page 3 of 20 provisions of this Agreement, Vendor shall 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, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or j oint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall 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 subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1 The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a"Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. Vendor Services Agreement Page 4 of 20 8.3.2 Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 8.3.3 Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall 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 shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall 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 shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), 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 shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) 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 the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 Vendor Services Agreement Page 5 of 20 OF THIS AGREEMENT. 9. Assi�nment and Subcontractin�. 9.1 Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 10. Insurance. 10.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in TeXas or otherwise approved by the City: 10.1.1. Commercial General Liability: 10.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 10.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 10.1.1.3. Defense costs shall be outside the limits of liability. 10.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 10.1.5. Technology Liability (Errors & Omissions) Vendor Services Agreement Page 6 of 20 10.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 10.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 10.1.5.3. Coverage shall include, but not be limited to, the following: 10.1.5.3.1. Failure to prevent unauthorized access; 10.1.5.3.2. Unauthorized disclosure of information; 10.1.5.3.3. Implantation of malicious code or computer virus; 10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 10.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 10.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not eXceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Vendor Services Agreement Page 7 of 20 Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 10.1.5.3.7. Any other insurance as reasonably requested by City. 10.2. General Insurance Requirements: 10.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 10.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, TeXas 76102, with copies to the City Attorney at the same address. 10.2.4. 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, ar 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. 10.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Compliance with Laws, Ordinances, Rules and Re�ulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that Vendor Services Agreement Page 8 of 20 in the performance of Vendor's duties and obligations hereunder, it shall 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, subcontractors or successars in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall 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 follows: TO THE CITY: City of Fort Worth Attn: Dianna Giordano 100 Fort Worth Trail Fort Worth TX 76102 TO VENDOR: Vican, Inc. dba eTech Parts Plus Attn: Legal Department 651 Industrial Blvd Grapevine, TX 76051 With Copy to the City Attorney at same address 14. Solicitation of Emplovees. Neither the City nor Vendor shall, 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. This provision shall not apply to an employee 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, the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governin� Law and Venue. This Agreement shall 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 on the basis of this Agreement, venue for such action shall 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. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any Vendor Services Agreement Page 9 of 20 way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall 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, 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, and/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 hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 20. Headin�s Not Controllin�. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 23. Entirety of A�reement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the 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 shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. Warrantv of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of Vendor Services Agreement Page 10 of 20 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 shall 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 the City to Vendor for the nonconforming services. 26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by eXecution of the Milestone Acceptance Form, which is attached hereto as E�ibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. Immi�ration Nationality Act. Vendor shall 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 shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 28. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own eXpenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to Vendor Services Agreement Page 11 of 20 continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the eXercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or the 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, 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" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that T�endor's signature provides written verification to City that T�endor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Reportin� Requirements. 30.1. For purposes of this section, the words below shall have the following meanmg: 30.1.1. Child shall mean a person under the age of 18 years of age. 30.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 30.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. 30.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. 30.2. Reportin� Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. Vendor Services Agreement Page 12 of 20 31. Si�nature Authoritv. The person signing this agreement hereby warrants that he/she has 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(s) hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as E�ibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 32. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5(Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8(Liability and Indemnification) shall survive termination of this Agreement. 33. Prohibition on Bovcottin� Ener�v Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 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 Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 34. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the 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. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chap- ter 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 Contractor's sig- nature provides written verification to the City that Contractor: (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. 35. Electronic Si�natures. 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 Vendor Services Agreement Page 13 of 20 scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signa- ture, or signatures electronically inserted via software such as Adobe Sign. 36. Entiretv of A�reement. 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 14 of 20 [Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND AGREED:] City: �arv�.�� By. Dianna6iordano(Dcc22,20250&:55:32CST) Name: Dianna Giordano Title: Assistant City Manager Date: 12/22/2025 Vican, Inc. dba eTech Parts us By: � Name: Brett Lanqlinais Title: COO Date: I� t l S ��S i CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: /-� � _ - By: / Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: Contract Compliance Manager: By signing I acknowledge that I am the person re- sponsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By. Pet� izm ec 18, 2025 ll:55:49 CST) Name: Pete Rizzo Title: Sr. IT Solutions Manager Canda�e Pac�liara By: � , ,>>,��a,, � » � „�����,��� Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: N/A City Secretary: �` � .,�� By: � Name: Jannette S. Goodall Title: City Secretary an� 4FORT �ad .aOFo°° °, �L d� o.�a � p a°�o 0�°9-�v PVo 0°°=0 °oa,o oa*d A°Bn nezn544 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 15 of 20 EXHIBIT A Scope of Services The City issued Request for proposals No. 26-0034 to establish to establish a Vendor Services Agreement to provide the City with technology repair services including but not limited to cell phones, iPad, or tablets for the Information Technology Solutions Department, on an as needed basis, per descriptions and specifications listed in this Scope of Services. The repair and maintenance services to be provided under this agreement include, but are not limited to, the following, to be performed only as necessary: Diagnostic Services: • Provide free diagnostic evaluations and comprehensive testing to determine the cause of device malfunctions and provide an accurate repair estimate Hardware Repair Services: • Screen Repair/Replacement: Repair or replace cracked, shattered, or malfunctioning screens. • Battery Replacement: Replace aging, swollen, or faulty batteries that do not hold a charge. • Charging Port Repair: Correct issues preventing proper charging or connection. • Button Repair: Restore functionality to damaged or unresponsive power, volume, or home buttons. • Camera Repair: Repair or replace malfunctioning front or rear cameras. • Speaker and Microphone Repair: Address issues related to sound quality, audio input, or output. • Water Damage Repair: Clean, dry, and replace affected components caused by liquid exposure. Data Recovery and Backup: • Recovering lost or deleted data from damaged or malfunctioning devices and assisting with data backup solutions 'hirnaround Time and Prioritization: • Vendor shall complete standard repairs within 1-2 business days from authorization, unless otherwise approved by the City. • Emergency or priority repairs may be requested by the City and shall be expedited to the extent possible. • Vendor shall notify the City immediately if additional time is required due to parts availability or other delays. • The City prefers vendors who maintain a majority of commonly used parts in stock to reduce downtime and ensure timely repair turnaround. Pickup and Drop off Requirements: • Preferred: Vendor shall provide pickup and drop-off services for devices requiring repair at designated City locations (e.g., Ciry Hall, IT Department, or other City-designated facilities within Fort Worth city limits). • If vendor pickup and drop-off services are unavailable, a designated City employee will deliver and retrieve the devices. • Vendor shall return repaired devices in clean, functional condition, clearly labeled with device ID, work order number, and summary of repairs performed. • Vendor must ensure secure transport and handling of all City devices to protect data and prevent damage during transit. Service Requirements: • Vendor shall maintain data security and confidentiality for all City-owned devices in their possession. • Devices must be fully tested and verified functional prior to return to the City. � If any device is lost, stolen, or further damaged while under the vendor's care, the vendor shall replace the device with an equivalent model at no cost to the Ciry. • Vendor shall provide coverage for loss or damage of goods during transport, handling, or repair. Warranty: • Vendor shall warranty all repairs and replacement parts for a minimum of 90 days from the date of return to the City. • If the same issue recurs within the warranty period, the vendor shall repair or replace the device at no additional cost. • Warranty repairs shall receive priority handling and be completed within one (1) business day of receipt, unless parts are unavailable. • The vendor shall clearly state any warranty exclusions or limitations (e.g., user-caused damage, environmental factors) in their proposal. EXHIBIT B Payment Schedule (Attached) Vendor Services Agreement Page 18 of 20 26-0034 Tablet and Electronic Device Repair & Maintenance Services � _ al-1 Data Recoveryfrom Damaged Device Sss.00 EA #1 Z Screen Repair/Replacement - iPad Pro 12.9-inch (3rd-6th $p19.00 en generation) #1-3 Battery Replacement - iPad Pro 12.9-inch (3rd-6th generation) $es.00 ui-a ui-s ni-s uia ui-a ai-s ui-io ai-u ui-i2 #1-13 si-ia ai-is si-is ai-v si-ia ai-is ui-zo ai-si si-zz Charging Port Repair - iPad Pro 12.9-inch (3rd-6th generation) Ses.00 Button Repair - iPad Pro 12.9-inch (3rd-6th generation) $es.00 Camera Repair - iPad Pro 12.9-inch (3rd-6th generation) Sss.00 Speaker and Microphone Repair - iPad Pro 12.9-inch (3rd-6th $5s.00 generation) Water Damage Repair - iPad Pro 12.9-inch (3rd-6th generation) $as.00 Screen Repair/Replacement - iPad Air 11-inch (M3) $zas.00 Battery Replacement - iPad Air 11-inch (M3) Sss.00 Charging Port Repair - iPad Air 11-inch (M3) $es.00 Button Repair - iPad Air 11-inch (M3) Sss.00 Camera Repair - iPad Air 11-inch (M3) $es.00 Speaker and Microphone Repair - iPad Air 11-inch (M3) Sss.00 Water Damage Repair - iPad Air 11-inch (M3) $as.00 Screen Repair/Replacement - Sonim XP10IXP8 Sss.00 Battery Replacement - Sonim XP10/XP8 Sas.00 Charging Port Repair - Sonim XP10/XP8 Sas.00 Button Repair - Sonim XPI0IXP8 Sas.00 Camera Repair - Sonim XP10/XP8 Sas.00 Speaker and Microphone Repair - Sonim XPI0IXP8 $as.00 Water Damage Repair - Sonim XP10/XP8 Sas.00 En En En EA En En En EA En EA En EA En EA En EA En EA En EA EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Vican, Inc. dba eTech Parts Plus 651 Industrial Blvd Grapevine, TX 76051 Technology Repair Services Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Vendor. Name:�-��-�- � �,t,�l �� Gf �S Position: � � � �� �� � I -v S� e Name: Position: Signature Name: Position: Signature . ._ . _ _ __ DTarrte: `• � �� �; � ` �._ �_ ____-- ���gti�fi�`-ire of President / CEO Other Title: Date: , . , Vendor Services Agreement Page 19 of 20 EXHIBIT D Vendor Response to Request for Proposals (RFQT) No. 26-0034 (Attached) Vendor Services Agreement Page 20 of 20 � —PARTS PLUS— PARTS, TOOLS, KNOWLEDGE Bid Number: 26-0034 Company Profile and Additional Information Experience & Qualifications - Vican Inc d/b/a eTech Parts Plus has been providing customers with Parts, Tools and Knowledge for more than 15 years. We started as a small repair business for our retail customers and grew the business to service over 4,000 retail store fronts, providing in-person training, parts and advanced repair services. As part of this growth, we've conducted training for students, Technical Support teams as well as retail associates that service instore repairs for consumers. In addition, we developed a rapid repair mail-in depot center in our location in Grapevine, TX. A natural part of this progression was to purchase large quantities of parts for repairs. In 2016, we acquired eTech Parts Plus to help us expand our buying power. We further expanded our business in 2019 to introduce Chromebook, Laptop and Gaming parts and repair solutions for our customers. In addition to warehousing over $2 million in parts at our warehouse in Grapevine, TX, we have developed both a rapid turnaround process for iPads and Chromebook repair as well as a just-in-time parts ordering process. This process allows us to minimize the amount of inventory on hand, which provides our customers with the latest competitive pricing and quick delivery meeting our customers' service level requirements. eTech Parts is a parts wholesaler and depot repair service that is under contract with schools, insurance companies and refurbishment centers to provide rapid repair services for technology devices. eTech has trained over 30,000 technicians on Mobile device(cellular), Chromebook, and iPad repair services. This includes Student lead repair services, where students receive credit for internships as well as being part of a school's technology repair service team. We would like to also include that we provide parts and accessories (chargers, cords, and other parts) for Chromebook, Laptop, iPad and other education technology devices. We'd welcome the opportunity to partner with you beyond offering repair services. Systems for tracking device repairs. eTech used a NetSuite/Oracle based processing system for tracking and reporting of devices and invoicing. NetSuite allows us to easily record devices (make/model and serial numbers), document repair needs, provide inbound and outbound shipping information as well as provide status updates on device location and disposition. Customizing this process to your requirements would be easy to accomplish. Additional Repairs — eTech wants to communicate with you. If a device needs additional repair work, that requires your approval, we will immediately reach out with a description of the service and any additional costs, before performing repairs. We also establish repair thresholds and will advise when this amount is meeting or exceeding this amount. Vican Inc d/b/a eTech Parts Plus — Confidential — Bid: 26-0034 � —PARTS PLUS— PARTS, TOOLS, KNOWLEDGE Turn-around Time — Depending on the models serviced, we work to have available inventory readily available for each model as outlined in the request. We sell repair parts and service all iPad models, cell phone, Chromebooks, Laptops for our education and insurance customers. Our warehouse is located inside our Depot repair facility for easy access. We use our own drivers for pickup and delivery services in the area. Most repairs are completed same day with delivery the next business morning. Communication — We will assign a team that will manage the Tablet and Electronic Device Repair & Maintenance Services program for Fort Worth. This will include an executive sponsor for Technical Support/Depot Repair, Accounting as well as Operations to ensure that each repair is transacted with this team aware of any issues that arise. Accounting — eTech's accounting team has worked with both Fort Worth City as well as ISD administers to establish a process flow for acceptance of the charges associated with repairs, invoices associated with the repairs as individual (or preferred blanket) purchase orders and the terms extended under this bid. We have attached a W9 and Vican, Inc's D-U-N-S number is 043560354 to the proposal. Capacity & Resources — eTech Parts depot repair services utilize technicians from the local Dallas marketplace. The average tenure of our technicians is 6+ years. We also have a network of trainers that provide basic repair to advanced level 3 micro soldering training and support. Our services include rapid repair solutions that have an average SLA of 1-2 business days. Organization — eTech Parts has been providing parts and services solutions to large Retail, Education and Refurbishment community for more than 20 years. Our model provides a just-in-time inventory, that allows us to source the best possible products at the most recent market rates. Our competitively priced products are backed by a lifetime guarantee for parts and a 1-year guarantee for batteries and 90 days for labor. We are a debt free privately held company that has the resources to manage large-scale products, flexing from DIY customer support to providing products and services to multibillion dollar corporations and government entities. Warranty—All our parts carry a lifetime, batteries a one-year warranty from manufacturer defects. Repair services have a lifetime warranty on parts, from manufacturer defects and a 90-day labor warranty on repairs. Vican Inc d/b/a eTech Parts Plus — Confidential — Bid: 26-0034 � —PARTS PLUS— PARTS, TOOLS, KNOWLEDGE Tablet and Electronic Device Repair & Maintenance Services Ref# 26-0034 Specific answers to the Scope of Work 2.1 We have more than 15 years of providing nationwide Depot repair services. eTech has provided large scale device pickup support, depot repair and deployment services for Fort Worth ISD. We have also been a repair parts supplier for MedStar for their iPad repairs. 2.2 We will offer pickup and drop off service at each of the campuses outlined in the scope as well as other locations that may be designated. We also allow for drop-off and pickup services in our Grapevine location. 2.3 We will provide repair services as outlined in the services document. 2.4 Diagnostics and estimates will be provided prior to any repair services and repair will only begin upon approval. 2.5 eTech will provide repair services for the items included in the services spreadsheet (BT- 04UW) 2.6 eTech will make effort to recover data where accessible as well as provide data destruction confirmation and reporting for devices Fort Worth deems as waste. 2.7 eTech will have the parts and services available to fix the items outlined in paragraph 2.7 and expects that from time to time new device models will be added for repair services. 2.8 eTech agrees to repair response time as well as will make every effort to go above and beyond for priority or emergency repair services. 2.9 eTech is one of the largest parts companies in the US with all modern device parts in stock. 2.10 eTech agrees to all the pickup and drop off locations outlined in the scope of work and recognizes new locations maybe added from time to time. In addition to eTech employees conducting pickups, we also work with insured couriers when necessary. 2.11 We will make every effort to ensure that drop-off services are not needed. 2.12 Hours of operation match with our service hours. 2.13 eTech is open Monday through Friday 8am to 6:30pm and walk in services are welcome. 2.14 We agree. 2.15 We agree. All devices will be cleaned and have work order content included. 2.16 All devices will be secured for transport and return delivery. 2.17 Our facility along with our employees understand the importance of data security and protection. Only certain employees will have access and this is strictly for testing devices. 2.18 Testing will be conducted on both intake of the device and also before it's cleaned and returned. 2.19 We agree. We'd asked that any managed device software be replaced by the City's technical support staff. 2.20 All products will be covered for loss or damage during transport. Vican Inc d/b/a eTech Parts Plus — Confidential — Bid: 26-0034 FORT ��RTH� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: vican, Inc. dba Etech Parts Plus Sub�eCt Of the Agreement: New Vendor Services Agreement with Vican, Inc. dba Etech Parts Plus M&C Approved by the Council? * Yes ❑ No 8 If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 8 If �unsure, see back page for pernianent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.