HomeMy WebLinkAbout064620 - General - Contract - Shawnee Mission Tree Service, Inc. dba Arbor Masters Tree ServiceCSC No. 64620
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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 representative, and SHAWNEE MISSION TREE SERVICE, INC. DBA
ARBOR MASTERS TREE SERVICE ("Vendor"), a Kansas Corporation, and acting by and through its
duly authorized representative, each individually referred to as a"party" and collectively referred to as the
"parties."
1. Scope of Services. Vendor will perform tree removal services ("Services"), which are set
forth in more detail in Exhibit A, attached hereto and incorporated herein for all purposes. In the event of
any conflict between the terms of this Agreement and the terms of Exhibit A, this Agreement shall control
and Exhibit A shall be deemed amended and reformed to the extent required to eliminate any such conflict
or inconsistency.
2. Term. The term of this Agreement is for one year(s), beginning on the date that this
Agreement is executed by the City's Assistant Ciry Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term").
3. Comqensation.
3.1 Total compensation under this Agreement will not exceed Fourteen Thousand
Five Hundred Twenty Four pollars and Zero Cents ($14,524.00).
3.2 The City will pay Vendor in accordance with the Prompt Payment Act (Chapter
2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit
B, which is attached hereto and incorporated herein for all purposes.
3.3 Vendar will not perform any additional services or bill for expenses incurred for
the City not specified by this Agreement unless the City requests and approves in writing
the additional costs for such services. The City will not be liable for any additional expenses
of Vendor not speci�ed by this Agreement unless the City first approves such expenses in
writing.
Termination.
4.1. Written Notice. 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 Non-apnropriation of Funds. 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 will terminate on the last day of the fiscal period
OFFICIAL RECORD
Shawnee Misson Tree Service, Inc. DBA Arbor Master Tree Service CITY SECRETARY
Vendor Services Agreement FT. WORTH, rx page 1 of l3
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.
4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City will pay Vendor for services actually rendered up
to the effective date of termination and Vendor will 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 will provide the City with copies of
a11 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 Ciry provided data to the Ciry in a machine readable format or
other format deemed acceptable to the City.
Disclosure of Conflicts and Con�dential 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. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by the City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of the
City.
5.3 Public Information Act. The City is a government entity under the laws of the
State of Texas and all documents held or maintained by the City are subject to disclosure under the
Texas Public Information Act. In the event there is a request for information marked Confidential
or Proprietary, the City will promptly notify Vendor. It will be the responsibility of Vendor to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will
not be decided by the 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 the
City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with the
City in identifying what information has been accessed by unauthorized means and will fully
cooperate with the City to protect such City Information from further unauthorized disclosure.
6. Ri�ht to Audit. Vendor agrees that the 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 the City. Vendor agrees that the City wi11
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.
The City will give Vendor reasonable advance notice of intended audits.
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7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights, privileges, and work performed under this Agreement, and not
as agent, representative or employee of the City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor wi11 have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between the 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 the City and Vendor. It is further
understood that the 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 the 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.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCL UDING, B UT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS
OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTIDN WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.3 INTELLECTIIAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against the City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from the City's use of the software or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
the City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against the 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, the City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect the City's interest, and the City agrees to
cooperate with Vendor in doing so. In the event the City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against the
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City for infringement arising under this Agreement, the City will have the sole right to
conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Vendor will fully
participate and cooperate with the City in defense of such claim or action. The City agrees to
give Vendor timely written notice of any such claim or action, with copies of all papers the
City may receive relating thereto. Notwithstanding the foregoing, The City's assumption of
payment of costs or expenses wiIl not eliminate Vendor's duty to indemnify the City under
this Agreement. If the software and/or documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,
such use is materially adversely restricted, Vendor will, at its own expense and as the
City's sole remedy, either: (a) procure for the City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect the
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and documentation at no additional charge to the 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 the City may seek any
and all remedies available to the City under law.
Assi�nment and Subcontractin�.
9.1 Assi�nment. Vendor will not assign or subcontract any of its duties, obligations
ar rights under this Agreement without the prior written consent of the City. If the City grants
consent to an assignment, the assignee will execute a written agreement with the City and Vendor
under which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If the 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 the City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide the 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 Coveraee 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
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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 warkers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable � N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to the City to evidence coverage.
102 General Reauirements
(a) The commercial general liability and automobile liability policies must
name the City as an additional insured thereon, as its interests may appear. The
term the City includes its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The warkers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of the City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to the City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
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 the City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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(� Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws. Ordinances, Rules and Re�ulations. 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 the 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, 1TS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE C1TY
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 con�rmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
To VENDOR:
Shawnee Mission Tree Service, Inc. DBA Arbor
Masters Tree Service
Brian Spear, Branch Manager
1510 Jelmak St.
Grand Prairie, TX. 75050
Facsimile: N/A
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emplovees. Neither the 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,
the City does not waive or surrender any of its governmental powers or unmunities.
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 hercin does not constitute a waiver of the
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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 / 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. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legaliry and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. The 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 ar pandemics; government
action or inaction; orders of government; material or labor restrictions by any governmental authoriry;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the Ciry in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controllin�. 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 de�ne or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
22. Amendments / Modi�ications / Extensions. No amendment, modi�cation, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warrantv of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. The 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 the City to Vendor for the nonconforming
services.
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25. Immigration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perfonn work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by the City, Vendor will provide the City with copies of
all I-9 forms and supporting eligibiliry documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no seroices will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY THE CITY AND HOLD THE CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, OR AGENTS. The City, upon written notice to Vendor, will have the right to
immediately terminate this Agreement for violations of this provision by Vendor.
26. Ownershiu of Work Product. The 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, the
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
the 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"wark-made-for-hire" within the meaning of
the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to the 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 the 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
the City.
27. Si�nature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Comuanv Name or Ownershiu. Vendor must notify the City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated the City records. The president of Vendor or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change, copy of the
board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure
to provide the specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing
this Agreement, Vendor certifies that Vendor's signature provides written verification to the City
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Vendor Services Agreement Page 8 of 13
that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
30. Prohibition on Bovcotting Energv 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 2274 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract contains a written verification from the 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 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (l) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination A�ainst 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 in accardance with Chapter 2274 of the Texas Government Code, the City is
prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the 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 ar firearm trade association. The terms "discriminate," "firearm
entity" and "firearm trade association" have the meaning ascribed to those terms in Chapter 2274 of the
Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to
this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a�rearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic 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 scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entiretv of A�reement. This Agreement 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.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
By:
Name:
Title:
Date:
�GZlu'� � L/��
D� rghdoff (Jan 24, 2026 11� .04 CST)
Dana Burghdoff
Assistant City Manager
O1/24/2026
Vendor:
P��f�i�k ���h
Patrick Fem (Jan 13, 2026 1321:04 CST)
By:
Name: Patrick Fern
Title: Branch Manager
Email: pfern@arbormasters.com
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
�
By:
Name: Dave Lewis
Title: Director
Park & Recreation Department
��� "�`�°��
By: ! .i
Name: Joel McElhany
Title: Assistant Director
Park & Recreation Department
Approved as to Form and Legality:
�
By:
Name: Hye Won Kim
Title: Assistant City Attorney
Contract Authorization:
M&C: n/a
Form 1295: n/a
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible far the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
�,,�_�'a�°-'-�,.
By. Hannah Johnson (Jan 13, 2026 13:16:20 CST)
Name: Hannah Johnson
Title: Interim City Forester
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poFFORr�°a
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ho
P�jo g=0
City Secretary: po, ,� oo0 00 �;
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By:
Name:
Title:
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Jannette S. Goodall
City Secretary
OFFICIAL RECORD
CITY SECRETARY
Shawnee Misson Tree Service, lnc. DBA Arbor Master Tree Service FT. W��TH, TX
Vendor Services Agreement . Page 10 of l3
EXHIBIT A
SCOPE OF SERVICES
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Proposa[Far
City af Fart Worth Parks and Rec
2525 Jce S.Rushi�tg Rd.
Fort worth 1x �6i 1 s
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Shawnee Misson Tree Service, lnc. DBA Arbor Master Tree Service
Vendor Services Agreement
Proposal #2Q4220
C reated: 12l�8�"20�''S
Frar!e: Ca'f Flerpel
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Page L of 1
Page 11 of l3
PERFORSfdsNCE 6Y AR64A hL45TEFi5 CHn Plarrt Health{are pra�ams are designed to rnan�e and rw3#eradi�[e, iriset�, rni[es, a�ddis+�sse. Hrx�ticuihfra�y
to�erable �r.�els a# irE�, mit�, and d"uease may stilf be pres�e�t af�er treatrflerm. Epidemic i�rfestatiorc rnay requae additior�al �risi� at a�dddoraal task ta you,
pe�ngyaur approral, Eachtime we are anyau property, an�ralua4wa will heemai�ed indi�ating lfiesiwiae�s) per#cmried and,'rfne€essary, anya�di6anal
re�ammendatiors a�d pre�uuaru ta t+e ohserred, Rerneasurement of your lav�n, trees ca shrubs may aksa 6e done'rf there is a disuepa�ryr t�tw6en [9re original
estimateand tlseactual squarefaotage a pruduc4�s� required. Yauwal he noliEedof any price a�ustme�ts for FLRure serviaes, Lvarkr.rews wnll arrrve at thejob
sroe unannwnced u►IEsx otherwise nade+d h,�ein. Arha 6.taste� sir311 nat be li�a6ie for daonage or lr�sses due tn dela}s fnr vreather cr �aus�es beyand our untrol,
or for iaiure #8 observe pre�utian notices, ey a€aep�ting tl�s,y�eerr�ent and engaging oui serui� �, yw aaept tlwt euery day during ttie Agree�nent's berm is a
da}� on whido appGmtinns may he applied, arad you are aantinwwsly on rwtite that Arhor F�ers will perfarrn applicaPiare an a�y day during the term of tlris
A�eemerrt "rf any other day heoomes unne€essary ur ir�feasible far per#armenoe �due ta weatlrer, schedu5ng canifir�, insedK, rnRe and �sease cydes� in which
r,�e you vraive Arbcr h9��ers' �CfififTflallC2 Ofl iLI�Y � A�j'� A�Sffl# L. s, �R t dramstanaes, yourequpst tha# Arbor h�rte�s nak further tan#act yau
tanaernirq; dat s o� appfieatian as sudr ivrther aoMact wauld Ue a Mxden to }bu, You ���+�� d�a�, in ccmner4an v.ith renderi�g our services ro yoq Ar6ar
M1as4eamay te required ro bringtnd�s and otherheavp equprnent nnto yourdrrvewayandotF�erpar[; afyour prap�erry. Art+�xlMlasGers apewat� underthe
asungtion that any and all par� of You prapertY onto whid� we miat 6ring w�h equprnent �n s�io tF� pr�sence, weight, and m�+ement oE tlrat
equipmen#, arid You hereby hald Arbar �+lasters hamdess iur, and agree noc ta bring any daims a�i�# Arhar hAasters as a resutt af, any damage ar de�ad3tian
to am part oG yo�v prcpa�ty that resul� frcan tM presenre on it a€ such equpment. You urderstand Uwt �iain wark that Arh�.a MasLers will rz�der for you,
such as drsmamlEng lar� trees, willlikely haMeavisible imp�tcm yaur latim and otherpar�oP 11�FP'f4P'2rtY�e.g., drrots, F�,s.awd�at, etc,]. WFai4rvrewal da
our best 6v rninimQ.e, rniti�ate, aod repair airy sueh imPer� 3mu herehy hold Arha l4�sters hamde� for, aod �ee nort 6a bri� arc� �� against ArLrx h7�
as a resulk nf, any wch �rnpa�t nn 1'ou► Pra�ert'1, Yau unders#and that afder remowa� oE sdmpa{roo� #hat snme shr�aJ�s wi II comim�e tv produoe sprau� that
roay require multiQle trea�nents, at addtianai cvst W yo�, fur cnntrol and that these treaEmenes may resuR in �m�e to near6y plants}shru�s/#re s and iha#
you hereby hold,4rhar F�sEers harmle� #or,and a�eenot La hri�gany r[aims a�ainskAr6�v Mastersas a rewlkof, any darnagetu neazby� pla�rts/shrubs/trees,
rn�; a���,a �y � a���r�d ,�,a�r ��� �c �y u� n,� ��� �m�,
woRl€k1xNV#IR WI v�orkis periomud inapra#essiorel rnanner hyexperienr.ed persannel cutTrt4ed wikfi the apprapr�atetaaksaodequipmerrtm aarnplete the
jab properly, �ur work meets and ewoeeds tlre ��delines and xtandar�s se# farth hy ANSI �the Ameri�an Na4anal Standar� Irys#mrtef fii041. Mast wark to he
perfaa�rn�i will he evaluated duing an an site i�€tion by an arh�orG# wha will submh an �stimate, propusal, aod}�r �eruic� �reeme��t iar �liem apprar I. You
are r�ihle far advisin�Cuhur AAasters r�rdrt�gtF�e locatian af undergruund utilities inthe area vA�erework isto he dar,a Arbor ���ersshaCl nat he
resprnseMefor dar��ageta sudr utifities, urtlec tMe la�tion I�s heen indica4ed �riarLott�e [ammen[emeM a[wuQk. Poeaor�[�endatia�are ir�kendedta rtenimixe
ar reduce !►azardaus candi4ons a�ccxiated with trees �he onner or owr�s represen�t3ve is respans�ie €w the annual sdred�dr� of the required inspe�ction of
supPl�exr�l wpQart systie�s. vau harre a duty ta inspett your praperty witlrnfr{xeen (isf talendar dx�s af s�erwice and provide vnitoen naFxe witlrn tlraa time n�
a Ikeged darnagen€ any nature. Ff written notioe is �ak prarided v�ithin tlwk time,l'au �rez tlrat a� daiim alle��damage of a�y r�aivre an�or ri�tr 6a
withhaldfimre payrnenEswtider this Ag��nentare waiv$d, Sdmp�indi� will not �le place anthe �yof tr$e ren►owal.7ypically, s#urnpswnll he gra�nd �7
days a�der remawal, �weathee pe�mi#ting.
Shawnee Misson Tree Service, lnc. DBA Arbor Master Tree Service
Vendor Services Agreement Page 12 of l3
EXHIBIT B
PAYMENT SCHEDULE
Following delivery, and acceptance of the goods delivered by the City, the Vendor must provide
the City with an invoice summarizing (i) the goods delivered, (ii) requesting payment, and (iii)
listing the purchase order number on the invoice. If the City requires additional reasonable
information, it will request the same promptly after receiving the above information, and the
Vendor must provide such additional reasonable information to the extent the same is available.
Invoices must be submitted to the City of Fort Worth by email at
Supplierinvoices@fortworthtexas.gov or by mail to Attn: Accounts Payable, 100 Fort Worth Trail,
Fort Worth, Texas 76102.
Shawnee Misson Tree Service, lnc. DBA Arbor Master Tree Service
Vendor Services Agreement Page 13 of 13
F�RT` ��RTH�
City Secretary's Office
Contract Routing & Transmittal Slip
COntraCtOr'S Name: Shawnee Mission Tree Service Inc. DBA Arbor Masters Tree Service
Subject of the Agreement: Please review and complete the attached VSA with
Shawnee Mission Tree Service Inc. DBA Arbor Masters Tree Service for crane tree removal.
M&C Approved by the Council? * Yes ❑ No 0
If so, the M&C must be attached to the cont�act.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, provide the original contract nurnbeY and the amendinent number.
Is the Contract "Permanent"? *Yes ❑ No 8
If unsuNe, see back page foN permanent cont�^act listing.
Is this entire contract Confidentiial? *Yes ❑ No 8 Ifonly specific info�mation is
Confidential, please list what information is Confidential and the page it is located.
EffeCtlVe Date: ACM Signature EXplratlOri Date: One year from ACM signature
If �different from the approval date. If �applicable.
Is a 1295 Form required? * Yes ❑ No 0
*If so, please ensure it is attached to the appv�oving M&C or attached to the contract.
Project Number: Ifapplicable. N/A
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO nrocessin� in the followin� order:
L Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. A1lison Tidwell (Form Fi11er)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.