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HomeMy WebLinkAbout065360 - General - Contract - Carey's Heating and Air Conditioning, Inc.CSC No. 65360 SORT WORTH, VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreemenf') is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and CAREY'S HEATING AND AIR CONDITIONING, INC. ("Vendor"), a Illinois Domestic BCA Corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Sole Source Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — (Vendor's Quote and Scope of Services); and 3. Exhibit B -- Sole Source Letter Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scone of Services. The Vendor will monitor, maintain and repair the Air Ventilation System for the Weapons Ranges ("Services"), which are set forth in more detail in Exhibit "A" ("Scope of Services"), attached hereto and incorporated herein for all purposes. 2. Term. The Initial Term of this Agreement is for one (1) year, beginning on September 1, 2026 ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four one-year renewal option(s) (each a "Renewal Term"). 3. Comuensation. 3.1 Total compensation under this Agreement will not exceed One Hundred, Fifty Thousand dollars and zero cents ($150,000.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit "A" ("Payment Schedule"), which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified OFFICIAL RECORD Vendor Services Agreement Page 1 of 15 CITY SECRETARY FT. WORTH, TX by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with at least 34 days' written notice of termination. 4.2 Non -A ro nation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination, and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents, and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas, and all documents held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. Vendor Services Agreement Page 2 of 15 b. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement and not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor, will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors. S. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR Vendor services Agreement Page 3 of 15 ACTIONAGAINST CITY FOR INFRINGEMENT OF ANYPATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF SOFTWARE OR D0CUME_NTATION' IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VEADOR BEARS THE COST AND EXPENSE OF PAYME.NVT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTIO , VENDOR WILL HAVE THERIGHT TO CONDUCT THEDEFENSE OFANYSUCH CLAIM OR ACTIONV AlD ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND CITYAGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING U-VDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AVVD TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH 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 CITYMAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VE-NDOR'S DUTY TO I_XOE VIFY CITY UVDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUiIENTATIO_NV 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 MATERIALLYADVERSELYRESTRICTED, VENDOR WILL, AT ITS 0WYEXPENSE. (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE ANDIOR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH ?MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATIONAT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VEADOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assienment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. Vendor Senzces Agreement Page 4 of 15 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coveraize and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired, and non -owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable .0 N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements Vendor Services Agreement Page 5 of 15 (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers with respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. At least ten (10) days' notice will be acceptable in the event of cancellation due to non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address below. (d) The insurers for all policies must be licensed andlor approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws. Ordinances, Rules. and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws, ordinances, rules, and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, or (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vendor Services Agreement Page 6 of 15 To CITY: To VENDOR: City of Fort Worth Carey's Heating and Air Conditioning, Inc. Attn: Assistant City Manager Attn: Brian Wright 100 Fort Worth Trail (formerly Energy Way) 8201 W. 183rd St. Suite B Fort Worth, TX 76102 Tinley Park, IL 60487 Facsimile: (817) 392-8654 Phone: 708-429-2150 With a copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that, by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governine Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event''). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event and an explanation as to how it prevents or hinders the parry's performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the Vendor Services Agreement Page 7 of 15 reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rule of contract construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a parry hereto unless set forth in a written instrument executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns, and successors in interest as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. _Counterparts. This Agreement may be executed in one or more counterparts, and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warrant} of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration and Nationalirf Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INTDE_! IKIFY CITY AND HOLD CITY HARNYILESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression Vendor Services Agreement Page 8 of 15 (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention theret. 28. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This Agreement, and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager in writing of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Boycott 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" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those terms in Section 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the Vendor Services Agreement Page 9 of 15 term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity," and "firearm trade association" have the meanings ascribed to those terms in Section 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) Vendor Services Agreement Page 10 of 15 ACCEPTED AND AGREED: CITY OF FORT WORTH ZJIL By: 9'e� Name: William Johnson Title: Assistant City Manager Date: 06/14/2026 APPROVAL RECOMMENDED: OAU By: Dakid Carab I (Jun 12, 2026 15:29:06 CDT) Name: David Carbajal Title: Executive Assistant Chief ATTEST: f FOpT�➢ad Odd a°!.= 921 P Uddaen�zp4aatl By: aoo Name: Jannette S. Goodall Title: City Secretary V TING AND AIR ONDI NING, INC. Name: Patrick Tovey Title: CEO Date: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name Title: Kath ryri A qgo Kathryn Agee (Jun 11, 202S,16:08:04 CDT) Kathryn Agee Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: 6 Keanan tthews Hall (Jun 11, 2026 16:07:09 CDT) By: Name: Keanan M. Hall Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0452 Date Approved: 6/9/2026 Form 1295 Certification No.: 2026-1438568 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 15 EXHIBIT A VENDOR'S QUOTE AND SCOPE OF SERVICES � .REWB 82D1 rrrr{eqey a*St suites Park X. eoW •AAM1MM ftA#d"vRIYY"Y1*N PhW&- 094532-2440 Fax: 7M 426-215D Vkbsiw ramysoar rai.00rn October 15, 2025 Fort Worth Public Safety Training Center — Indoor Small .Arms Ranges 505 Felix Street Fort Worth, Texas 76155 RE: Small Arms Range Maintenance The range ventilation, filtration and controls systems are specialized systems requiring the maintenance listed below to insure an environment below the OSHA, required levels of exposure and the safe operation of the systems. The overall Maintenance matrix is bekw. Tag w rtw M wdwwmePart MaSntuww RegWrad FAIT -1 9 Pre-Fdtas Ch&-o evvv 2W txwm X MW Fa;WS Cain c-Aelan hcum X HEPA fits chaytoe fl 24W ha"s X liras .as l ee and wfmth Fipn Luanc*e(if 11tedwith 2�-c '.. s Motor Lubrtcate per manufactures inswicdom X Fan Upbeat Generaa i -Lion. Clain as reqdmd X EeftNDA sonrectonjs T rilon l orwdons Annwr X MAU - 1-9 OA FdWm chame nm COO Naas Bewra Fan Lubroee fj flied with zft fd . s' X Beo " NlotrJr Luhecata r manufachm irsmxtiur s 3S is tr � � t t :an as r Ted - R aae Annual Fa^ yHtcrei General inspecum Clean as regdoed X HeEt:r SecV9er Ctre, F z3ft:r aeon. • 0CWb'-): aL r.a X -Codes.12 Seat on Check Qr -n tan - A"ancWJune 7S Cor densar Col Csea on .art Ks;s in Marck ,i&e. ^ mien X Etertrie al—necduns rgmm aE oornractom Anrw by X Controls MC.C'W"tNY Check rartga operml in all Tom bays ' X knW Carron —=,;,;n sate rr v d all coMral setmm Atr Flaw Annual Rew+anmiss+an Check & flawto unsure meeting rvlCSH sippsled A r Flow X 4 Assumes Internet connection by Owner is set up and functional. Carey's Keating & Air Conditioning, Inc. 8201 West 183" St., Unit B. Tinley Park, IL 60487 Vendor Services Agreement Page 12 of 15 life have reviewed the design and instalfation of the range ventilation system and have prepared an estimate to provide a full maintenance package. We used the fallowing assumptions to price the maintenance of the equipment: 1. Firing rate for contaminate created was based, on approximately 60% occupancy_ 2. The owner — Fort Worth — will provide containers and be responsible for disposal of all contaminated waste including filters and materials used during the changing of filters such as plastic tarps. I Access will be provided to the ranges and building during regular working hours for maintenance of the equipment Pricing: Equipment Maintenance: Provide complete maintenance of the equipment per the previous matrix and manufactures suggested maintenance for the equipment. This work to include Coil Maintenance (Cleaning), Belts, lubrication, and equipment checks. Total Price per year: $94,560.00 Annual Commissioning: Read afl air flaws, check control system and reset anything necessary to put the system back to original balance and performance. Re -Train new range staff on operation of the range ventilation systems. Total Price per year: $112,690.0D Additional services: + Bi-monthly fifter change (6 visitslyear) Fifters provided by city $16,050.00 + Additional 2 coil cleanings a year S 8,300 Total Price per year: TOTAL PRICE PER YEAR: $131,600.00 TOTAL PRICE PER {QUARTER: $32,900.00 Please let me know if there are any questions. Respectfully, Sri an Wright Carey's Heating and Air Conditioning, Inc. $24,350.00 Vendor Services Agreement Page 13 of 15 EXHIBIT B SOLE SOURCE LETTER Tutey Park, I 80487 Fax: 7084M-2151) w£bsder camyFI .ccrn February 11, 2026 Fort ~North Public Safely Training Center- Indoor Small Anus Ranges 505 Felix Street Fort Worth, Texas 76155 To whom it may concern: Carey's Small Arms Range Ventilation has been develop", des'agning and installing successful Indoor Range projects for 26 years. We have specialized our designs in the control of contaminants created by indoor ranges and are currently known as a National leader in the field_ Thee are three purposes for properly ventilating indoor small arms ranges: 1. Remove air -dome contaminates from human respira#i'.ot* created by the firing of a gun in an enclosed range_ These include lean, other heavy metals and carbon monoxide. left unaddressed, OSHA levels for safe- operation are quickly surpassed. 2 Maintain a negative range pros -sure to the surrounding areas of the building. This keeps contaminates created in the range from entering adjoining areas. Heavy metals such as least that are allowed to enter into non -range spaces can cause levels above OSHA allowable limits for surface contaminations. These high levels are unsafe due to the chance of ingestion. 3. Remove smoke from Ve range for proper vision of the targets. The design, installation and commissioning of life range ventilation system can be the difference Between an unsafe range and a range that meets the OSHA, EPA and lvfOSH standards. The critical components are custom fabricated in ouf facility and are the summation of the lessons learned in cover 1,000 past projects. Specitically, the radial air diffusers and plenums are custom buR and have been tested to priwide laminar a5r stow at the firing lane after proper commissioning. `Laminar" flour is a steady, even airpow required to safely clear contaminates from the range. These special diffuses are not avaisabie from a standard diffuser suppiieT. The control system and programming uses standard parts from Johnson Control, but the programming of the equipment is critical_ The programming is done by an experienced programmer who has worked on aO of the ranges that our oampany has completed. it is also critical to have the control system Installed and tested to automatically silut down if unsafe conditions are detected. This will protect both the occupants of the range and tine adjoining offices. The on site supervision is necessary to ensure guaranteed results in meeting these standards. It has been our experience that d the project does not have the proper oversight, it can result in unsatisfactory results and finger pointing. Unlike a standard ventilation project where the system Is installed and the air tes±and balancer sets the design air flog+ at each system outlet, a range ventilation system is designed for proper air flow at the firing fine that is ten to fifteen feet from the distribution point. it must be the designer's responsibility. An installing contractor can only install the project as shorn on the drawings and control the airflow to the distribution device_ Clue to the potential of over exposure to carbon monoxide, lead and other heavy metals on the range as well as the potential to contaminate adjoining areas with surface contaminates, the only way to guarantee peribmiance is to have the system installation and design managed by someone wilth the experience to see potential problems with the installation. The site reviews also look at the building construction to identify potential problems such as a breach in the range wafts that could present problems for the end users_ Carey's Small Anns Range Ventilation has completed over 1,000 indoor range ventilation projects at facilities that have met ail of the required standards, including projects for the US Navy, Air Force, US Marshals, Carey°s Small Awns Range Ventilation 0201 West 1831 St., Unft B. Tinley Patio, IL 6048T Vendor Services Agreement Page 14 of 15 Police Departments and private ranges. In these projects we have similarly provided the critical components with a complete design and build to ensure a successful installation. Each range has met the commissioning requirements of an average air flow of 75 feet per minute with no readings less than 50 feet per minute. Each range has also maintained a negative condition of .04" of static pressure in the range. Al of the United States Navy Ranges have been tested by an independent industrial hygienist who has measured and returned results of less than detectable levels of lead in the respiratory zone. The Ranges have further proven to all have a negative pressure that contains contaminates. Carey's Small Arms Range Ventilation is the sole designer and installer of the specialty range ventilation system for the Fort Worth Police Department weapons range located at the new Public Safety Training Campus_ The system has been designed, installed, and calibrated by Carey's to ensure sate operation of each range. The proprietary prooramOm and design make service by any other contractor a risk to the safety of the ranee environment for the Fort Worth Police Officers. For the above reasons, we have learned through experience that we must be involved in the installation, supervision and commissioning of the indoor ranges we design. In addition, any repairs, service, maintenance or replacement parts not provided by Carey's cannot be supported by Carey's and the specialized, one -of -a -kind components we have developed are essential to a successful and safe system. Unique & specialized scone items Carey's currently performs under the current PM agreement: Carey's provides 2417065 remote technical support via the custom DDC controls graphical interface - built and programmed in-house by Carey's. This service includes answering system questions, providing assistance and diagnostics on range operations, and range remote troubleshooting, supporting the end user in maintaining a safe environment, and minimizi ng range down -time. No other company would have the ability to perform this service. • Carey's performs airflow readings using a Short -Ridge velgrid airflow meter - which is specialized for reading airflow velocities. By doing this. Carey's can ensure to the owner the airflow is remaining laminar or even, and the airflow velocities are meeting the original system design and airflow parameters - which have proven to guarantee exposure levels to lead below OSHA allowable limits. Carey's snakes any necessary adjustments and rebalances the airfloW as needed. • Carey's provides any necessary adjustments to the specialized DDC custom controls while on site (and also can provide this service via remote connection). This feature is crucial to :providing a safe environment, maintaining negative range pressure, which is crucial in the prevention of contaminates from spreading to adjoining spaces and controlling exposure levels. Carey's is the only provider licensed and able to make these changes. • Carey's performs all work to verify that the ranges are rnaintaining a negative pressure and not contaminating the building with lead by pushing contaminate out of range areas. • Improper maintenance could result in the contamination of the building or worse - exposures to the occupants of the range to contaminate over allowable levels resulting in lead poisoning to the occupants of the range and building Should you have additional questions or would like to speak with any of our previous clients as references, let me know. Respectfully, Brian Wright Carey's Small Amis Range Ventilation Vendor Services Agreement Page 15 of 15 M&C Review Page 1 of 2 A CITY COUNCIL AGEND Create New From This M&C Official site of the City of Fort Worth, Texas FORT WORTH �''� REFERENCE **M&C 26- 35WEAPONS RANGE DATE: 6/9/2026 NO.: 0452 LOG NAME: VENTILATION SYSTEM CAREY'S HEATING CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of a Sole Source Agreement with Carey's Heating and Air Conditioning, Inc. to Monitor, Maintain, and Repair the Air Ventilation System for the Weapons Range in the Annual Amount Up to $150,000.00 with Four One -Year Renewal Options for the Same Amount for the Police Department RECOMMENDATION: It is recommended that City Council authorize the execution of a sole source agreement with Carey's Heating and Air Conditioning, Inc. to monitor, maintain, and repair the air ventilation system for the weapons range for an annual amount up to $150,000.00 with four (4) one-year renewal options for the same amount for the Police Department. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to request authorization to execute a sole -source vendor services agreement with Carey's Heating and Air Conditioning. Inc. to monitor, maintain, and repair the air ventilation system for an annual amount up to $150,000.00 with four (4) one-year renewal options for the Police Department (Police) weapons range. The ventilation system was originally designed, installed and calibrated by Carey's Heating and Air Conditioning, Inc. to ensure safe operation of the range. The system is responsible for circulation, filtration, heating and air conditioning of air in the weapons ranges so that the air on the range is free of air -borne contaminants such as lead, other heavy metals, and carbon monoxide, reducing the risk of contamination to personnel. Any service by another contractor can put officers at risk of harm due to the range ventilation system's proprietary design and programming. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. EXEMPT PROCUREMENT: The City Attorney's Office has determined that this sole -source is exempt from competitive bidding under the provisions of Chapter 252 of the Texas Local Government Code due to the unique services provided by and only available from this vendor. AGREEMENT TERM: Upon City Council approval, the agreement shall begin upon execution by the Assistant City Manager and shall expire one year later. RENEWAL OPTIONS: The Agreement may be renewed for up to four (4) one-year renewal terms, at the City's option. This action does not require specific City Council approval, provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. Funding is budgeted in the General Operating & Maintenance category in the General Fund for the Police Department. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the General Fund to support the approval of the above recommendation http://apps.cfwnet.org/council_packet/mc_review.asp?ID=34495&councildate=6/9/2O26 6/10/2026 M&C Review Page 2 of 2 and execution of the agreement. Prior to any expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. O_ Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year Chartfield 2) Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Form 1295.pdf (CFW Internal) William Johnson (5806) Eddie Garcia (4212) David Carabajal (4231) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=34495&councildate=6/9/2O26 6/10/2026 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Carey's Heating and AirConditioning, Inc. Subject of the Agreement: Services to monitor, maintain, and repair the air ventilation system for the Police Department Weapons Range M&C Approved by the Council? * Yes 8 No ❑ 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 "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent 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: Upon ACM signature If different from the approval date. Expiration Date: 12 months following execution If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project 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 processing in the following 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.