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HomeMy WebLinkAbout065393 - General - Contract - Whaley Foodservice Repairs, Inc.City Secreta y o t t o. 65393 FORT WORTH 'e VENDOR SERVICES AGREEMENT This NON-EXCLUSIVE VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and WHALEY FOODSERVICE REPAIRS, INC. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Non -Exclusive Vendor Services Agreement; 2. Exhibit A — Scope of Services; and 3. Exhibit B — Payment Schedule 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. Scope of Services. Vendor shall provide commercial kitchen and laundry equipment inspection, diagnostic, repair, replacement, disposal, and preventive maintenance services on an as -needed basis for City departments ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins when signed by the Assistant City Manager ("Effective Date") and expires one year from that date (`Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. Vendor further understands that the aggregate amount of all contracts entered into for services will not exceed Five Hundred Fifty Thousand Dollars ($550,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after Vendor Services Agreement Page 2 of 15 City Secretary Contract No. final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor Services Agreement Page 3 of 15 City Secretary Contract No. Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and 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 City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. 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, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assi n� Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate Vendor Services Agreement Page 4 of 15 City Secretary Contract No. 10.2 (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial Vendor Services Agreement Page 5 of 15 City Secretary Contract No. 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) 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 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Whaley Foodservice, LLC 2121 Solona St. Haltom City, TX 76117 (817) 769-2995 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 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. Vendor Services Agreement Page 6 of 15 City Secretary Contract No. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each 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 its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and Vendor Services Agreement Page 7 of 15 City Secretary Contract No. conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature 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. 28. 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 so may adversely impact future invoice payments. 29. 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 Vendor Services Agreement Page 8 of 15 City Secretary Contract No. 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. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 9 of 15 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: Dona sL ►ra 4 By: Uana burghdott (Jun Name: Dana Burghdoff Title: Assistant City Manager 06/17/2026 Date: APPROVAL RECOMMENDED: By: Name: Chris McAllister Title: Assistant Code Compliance Director ATTEST: F�Rt�$+°dd v'►8 8� d Pphg AIOO 7Vg 8Zp p�paII4L�vu5aQ v By: Name: Jannette Goodall Title: City Secretary VENDOR: WHALEY FOODSERVICE REPAIRS, INC. By: Harold Mabile (Jun 10. 2026 12:08:43 CDT) Name: Harold Mabile Title: Customer Success Manager ."T COMPLIANCE MANAGER: I acknowledge that I am the person for the monitoring and administration of a, including ensuring all performance and By: Name: Sarah Rowley Title: Management Analyst II APPROVED AS TO FORM AND LEGALITY: By: Name: Amarna Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: M&C 26-0389 Form 1295: 2026-1446501 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 15 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1. SCOPE OF SERVICES a. The Vendor shall provide all labor, supervision, materials, equipment, tools, transportation, and incidentals necessary to inspect, diagnose, repair, replace, test, dispose, and maintain City -owned dishwashers, refrigerators and freezers (including walk-in units), ovens, and commercial washing machines and dryers, including but not limited to: i. Inspection and Diagnostic Services 1. Conduct detailed inspections of dishwashers, ovens, refrigerators and freezers, and commercial washers and dryers to identify mechanical, electrical, and functional deficiencies. 2. Review available service history, when provided, to identify recurring or systemic equipment issues. 3. Perform all necessary diagnostic testing on each unit to determine root causes of malfunction or performance degradation. 4. Provide a written diagnostic report summarizing findings and identifying required repairs, including an itemized cost estimate necessary to restore equipment to full operational condition. ii. Repair Services 1. Diagnose and repair mechanical, electrical, electronic, hydraulic, and refrigeration system components, including motors, compressors, pumps, belts, transmissions, agitators, bearings, seals, gaskets, valves, hoses, and related internal components, if applicable. 2. Repair or replace heating and temperature control components, including heating elements, thermostats, thermal fuses, sensors, timers, control boards, and associated wiring, if applicable. 3. Inspect, service, and repair refrigeration systems, including condenser and evaporator coils, fans, expansion devices (TXVs or capillary tubes), refrigerant charge, defrost systems, and condensate drainage components. 4. Inspect, clean, repair, or replace airflow and venting components, including ducts, vents, blowers, and exhaust systems, to ensure proper operation and safety compliance, if applicable. 5. Inspect, clean, and service water supply, circulation, and drainage components, including inlet valves, supply lines, drain hoses, filters, spray arms, sumps, pumps, and circulation assemblies, if applicable. 6. Inspect and repair or replace door assemblies and sealing components, including hinges, latches, closers, heaters (where applicable), gaskets, and seals, if applicable. 7. Perform system calibration, operational testing, and functional verification to confirm equipment operates safely, efficiently, and in accordance with manufacturer performance standards, if applicable. Vendor Services Agreement Page 11 of 15 City Secretary Contract No. 8. Document all repairs performed, parts replaced, and recommended corrective or preventive actions. 9. Unless otherwise directed by the City, all replaced equipment, parts, and materials shall be removed from the site and properly disposed of by the Vendor. iii. Testing and Quality Control 1. After completion of repairs, thoroughly test each unit to verify proper functionality. 2. Confirm equipment meets or exceeds manufacturer's performance standards. 3. Conduct final inspections for leaks, abnormal noise, vibration, or other deficiencies. iv. Routine Preventative Maintenance 1. Provide bi-annual preventive maintenance services upon request by City departments. 2. Preventative maintenance shall ensure equipment remains fully operational and compliant with manufacturer requirements. 3. If additional repairs are identified during preventive maintenance, provide a written cost estimate for City approval prior to performing work. v. Parts and Materials 1. Identify and order all necessary replacement parts for the repairs, ensuring that they are commercial -grade and compatible with the existing units. 2. Provide up-to-date timeline for parts delivery and new repair completion date if beyond the five (5) business day window. 3. Document and provide an itemized list of all parts used in the repair, including cost estimate, serial numbers and applicable warranties. vi. Response Time and Scheduling 1. Respond to service requests within forty-eight (48) hours. 2. Complete repairs within five (5) business days from service start, subject to parts availability or unforeseen conditions. a. Vendor will notify City of any delays and provide an updated service timeline. vii. Safety and Compliance 1. Adhere to all applicable safety guidelines and protocols during repairs. 2. Ensure all repairs are compliant with relevant local regulations, electrical codes, and the manufacturer's specifications. 3. Upon completion of repairs, ensure the work area is left clean and safe for further use. viii. Warranty 1. A minimum one (1) year warranty shall be provided on all labor. 2. Vendor shall follow the manufacturer's warranty on all parts. 3. The warranty shall cover defects in parts and workmanship. 4. No return trip, service call, labor, or associated charges shall be assessed to the City for repairs required within the one (1) year warranty period as a result of part failure or defective workmanship. Vendor Services Agreement Page 12 of 15 City Secretary Contract No. The City maintains a variety of City -owned appliances located at multiple facilities and departments. The equipment lists provided below are representative only and are intended to assist in understanding the general types of equipment currently in service. The City does not guarantee the completeness or accuracy of the lists, and additional equipment of similar type, make, or model may be added or removed during the contract term. Model/Brand Name Model #/ Serial # (if available) Washers Dexter Extractor Model #T900 Dexter Stackable Washer Model # WN5750XB-12EV4X-SWKCS-USX Encore Laundrylux Washers Model # WhLFP715MC2 GE Washer Model # GFW400SCKOWW LG Washer Model # GCWM1069CD7 UniMac Extractor Model # UWTl301UWN130T4VQU0001 UniMac Washer Model # UT055NQTB2G2W06 UniMac Washer Model # UCT060 UniMac Washer Model # UNC040HNFXU2004 UniMac Top Load Washer Model # UWNMN2SP115CW01 UniMac Stackable Electric Model # UTEESASP Whirlpool Washer Model # 98506; Serial # CO2964170 Whirlpool Washer Model # LSN2000PWO; Serial # CR3006893 Dryers Dexter Stackable Dryer Model # WN5750XA-12EV2X-SWKCS-USY Encore Laundrylux Dryers Model # DLHF0315EC2 GE Dryer Model # GFDN110ED2WW LG Dryer Model # GDL1329CEW7 Maytag Dryer Model # LDE804ACE; Serial # 16749346QM UniMac Dryer Model # U vN035T3VXU1001 UniMac Dryer Model # UTO75E UniMac Dryer Model # UT055EDNONFA3W0000 UniMac Dryer Model # UT055NQTB2G2W06 UniMac Rear Control Electric Dryer Model # UDEMNRGS173CW01 Whirlpool Dryer Model # WED5300VWO; Serial # M00932232 Now Ovens Frigidaire Model # FFET2726TSC/AF01000142 Dishwashers CMA-180 Tall Model # HTCB GE Nautilus N/A Vendor Services Agreement Page 13 of 15 City Secretary Contract No. Hobart Model # AM15; Serial # 231227751 Hobart LXER (undercounter) Model # ADVANSYS Summit Professional Model # DW2435SS Viking Model # VDWU524SS Whirlpool Model # WDF550SAHS; Serial # FKX4828463 Refrigerators Frigidaire Model # FFTR1835VSO; Serial # BA10810435 Frigidaire Model # FFTR1835VSO; Serial # BA10810439 GE Model # GSS25LSLRCSS; Serial # FS400515 Hoshizaki Model #R2A-FS TRUE Model # GMD-23-HC-TSLO1; Serial # 10128257 TRUE Model # T-72-HC TRUE Model # T-49-HC; Serial # 10732792 TRUE Model # T-35-HC Vissani Model # MDTFI8SSR Freezers Arctic Model # ARC050SOARWW/ARC050SOARBB Hot Point Model # HCM7SM-AWW Koolatron Model # KTCF 195 Norlake Model # DP54X78 Norlake Model # FTF2007795/415740; Serial # 20120554 RCA Model # RFRF470-B-BLACK-AMZ; Serial # A2012375450000104 TRUE Model # T-23F-HC TRUE Model # T-35-HC Vendor Services Agreement Page 14 of 15 City Secretary Contract No. ~4rif7Yw!1 PAYMENT SCHEDULE RFP 26-0109 Commercial Kitchen and Laundry Services - Washer and Dryers Only #1-1 Service Call Labor Hour 500 $ 124.00 $ 62,000.00 #1-2 Diagnostic (Inspection) Fee Each 300 $ 254.00 $ 76,200.00 #1-3 Installation - Flat Fee Each 1 $ 1,200.00 $ 1,200.00 #14 Bi-Annual Routine Maintenance Service Call Hour 24 $ 124.00 $ 2,976.00 #1-5 Equipment Disposal Flat Fee (Each Unit) Each 1 $ 100.00 $ 100.00 Basket Total AL $ 142,476.00 RFP 26-0109 Commercial Kitchen and Laundry Services - Dishwashers Only #1-1 Service Call Labor Hour 300 $ 124.00 $ 37,200.00 #1-2 Diagnostic (Inspection) Fee Each 150 $ 254.00 $ 38,100.00 #1-3 Installation - Flat Fee Each 1 $ 1,200.00 $ 1,200.00 #14 Bi-Annual Routine Maintenance Service Call Hour 40 $ 124.00 $ 4,960.00 #1-5 Equipment Disposal Flat Fee Each 1 $ 100.00 $ 100.00 Basket Total $ 81,560.00 RFP 26-0109 Commercial Kitchen and Laundry Services - Ovens Only #1-1-1 Service Call Labor Hour 15 $ 124.00 $ 1,860.00 #1-2 Diagnostic (Inspection) Fee Each 10 $ 254.00 $ 2,540.00 #1-3 Installation - Flat Fee Each 5 $ 1,200.00 $ 6,000.00 #14 Bi-Annual Routine Maintenance Service Call Hour 4 $ 124.00 $ 496.00 #1-5 Equipment Disposal Flat Fee Each 1 $ 100.00 $ 100.00 Basket Total W RFP 26-0109 Commercial Kitchen and Laundry Services - Refrigerators and Freezers Only #1-1 Service Call Labor Hour 500 $ 124.00 #1-2 Diagnostic (Inspection) Fee Each 300 $ 254.00 #1-3 Installation - Flat Fee Each 1 I $ 1,200.00 #1-4 I Bi-Annual Routine Maintenance Service Call Hour 40 $ 124.00 #1-5 Equipment Disposal Flat Fee (Each Unit) Each 1 $ 100.00 Basket Total Grand Total $ 10,996.00 $ 62,000.00 $ 76,200.00 $ 1,200.00 $ 4,960.00 $ 100.00 $ 144,460.00 $ 3799492.00 Vendor Services Agreement Page 15 of 15 City of Fort Worth, Mayor and DATE: 05/12/26 Texas Council Communication M&C FILE NUMBER: M&C 26-0389 LOG NAME: 13P RFP 26-0109 COMMERCIAL KITCHEN & LAUNDRY EQUIPMENT JC CITY SUBJECT (ALL) Authorize Execution of Non -Exclusive Agreements with Multiple Vendors for Commercial Kitchen and Laundry Equipment Services in a Combined Amount Up to $550,000.00 for an Initial One -Year Term and Authorize Four One -Year Renewal Options for the Same Amount for City Departments RECOMMENDATION: It is recommended that the City Council authorize execution of non-exclusive agreements with multiple vendors for commercial kitchen and laundry equipment services in a combined amount up to $550,000.00, for an initial one-year term and authorize four one-year renewal options for the same amount for City Departments. DISCUSSION: The purpose of this Mayor and Council Communication is to authorize non-exclusive agreements with Elliott Refrigeration and HVAC LLC, PT Intermediate Holdings IV, LLC associated with disregarded entity General Parts, LLC, Whaley Foodservice, LLC to perform commercial kitchen and laundry equipment services. These services will provide comprehensive inspection, preventative maintenance, repair, and replacement services necessary to maintain the safety, functionality, and reliability of City -owned commercial kitchen and laundry equipment and avoid service disruptions. Purchasing issued Request for Proposals (RFP) No. 26-0109 that consisted of detailed specifications describing the various commercial kitchen and laundry equipment categories. The bid was advertised in the Fort Worth Star -Telegram on February 25, 2026, March 4, 2026, March 11, 2026, March 18, 2026. The City received three (3) responses. An evaluation panel consisting of representatives from the Code Compliance Department, Fire Department and Police Department reviewed and scored the submittals using the Best Value Criteria. The individual scores were averaged for each of the criteria and the final scores with the various commercial kitchen and laundry equipment categories are listed in the tables below. No guarantee was made that a specific amount of services would be purchased. Bidders - Dishwashers Only Evaluation Criteria a ][ b ]Fc]Fd][ e ][ f ] Total Score PT Intermediate Holdings IV, LLC 20.00 16.00 F75 FOO 14.00 0.00 58.75 Whaley Foodservice, LLC 18.75 14.50 5.75 3.88 15.00 0.00 57.88 Bidders - Ovens Only Evaluation Criteria �bFc I f ] Total Score Elliott Refrigeration and HVAC LLC 17.50 14.00 F75]F25][8 6]8 25.00 73.18 PT Intermediate Holdings IV, LLC 20.00 16.00 4.75 4.00 15.00 0.00 59.75 Whaley Foodservice, LLC 18.75 14.50 5.75 3.88 13.34 0.00 56.22 Bidders - Refrigerators and Evaluation Criteria Freezers OnlyTotal Score Elliott Refrigeration and HVAC LLC 17.50 14.00 3.75 4.25 10.76 25.00 75.26 PT Intermediate Holdings IV, LLC 20.00 16.00 4.75 4.00 13.84 0.00 58.59 Whaley Foodservice, LLC 18 .75 14.50 5.75 3.88 15.00 0.00 57.88 Bidders - Washers and Dryers FEvaluation Criteria Only ]Fb�EF❑ Score . PT Intermediate Holdings IV, LLC 20.00 16.00 4.75 4.00 F13.82 0.00 58.57 Whaley Foodservice, LLC 18.75 14.50' 5.75 3.881 15.001 0.00 57871 Best Value Criteria: a. Qualifications and Experience b. Workforce Capacity and Responsiveness c. Past Performance d. Approach to Replace and Repair Equipment e. Pricing f. Small Business Goal Evaluation After evaluation, the panel concluded that Elliott Refrigeration and HVAC LLC, PT Intermediate Holdings IV, LLC and Whaley Foodservice, LLC presented the best value to the City. Therefore, the panel recommends that Council authorize non-exclusive purchase agreements to perform commercial kitchen and laundry equipment services to Elliott Refrigeration and HVAC LLC, PT Intermediate Holdings IV, LLC, and Whaley Foodservice, LLC. Staff certifies that the recommended vendors met the bid specifications. FUNDING: The combined maximum annual amount allowed under the agreements will be up to $550,000.00; however, the actual amount used will be based on the need of the departments and available budget. Funding is budgeted in the participating departments' Operating Funds. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date. RENEWAL TERMS: This agreement may be renewed for four additional one-year terms. 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 term. SMALL BUSINESS PROGRAM: In accordance with the City's Small Business Ordinance, the City has established a 30% Small Business goal for this solicitation/contract. Elliott Refrigeration and HVAC LLC has committed to achieving this goal by utilizing certified small businesses for at least 30% of the total contract value, thereby meeting the requirements of the City's Small Business Ordinance. 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. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budgets, as previously appropriated, in the participating departments' Operating Funds to support the approval of the above recommendation and execution of agreements. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. Submitted for City Manager's Office by- Reginald Zeno 8517 Dana Burghdoff 8018 Originating Business Unit Head: Reginald Zeno 8517 Brian Daugherty 6322 Additional Information Contact: Haven Wynne 8525 Jaysea Coates 6159 CERTIFICATE OF INTERESTED PARTIES FORM 1.295 1of1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Whaley Foodservice, LLC 2026-1446501 Fort Worth, TX United States Date Filed: 04/13/2026 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Fort Worth Financial Management Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFP 26-0109 repair commercial food equipment and HVAC 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Fort Worth Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Harold Mabile and my date of birth is My address is _ 3701 Lake Winnipeg Dr. Harvey LA 70058 Jeff (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Jefferson County, State ofon the 14' day of April 20 26 . f (month) (year) Signature of authorised agent of contracting business entity (Declarant) W1I116 NiwwCu uy texas cuncs t-.ommission www.etnics.state.tx.us Version V4.1.0.b6ef2aab FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: WHALEY FOODSERVICE REPAIRS, INC. Subject of the Agreement: Commercial kitchen and laundry equipment inspection, diagnostic. repair, replacement, disposal, and preventative maintenance services on an as needed basis for City departments M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: 5 years after date signed by ACM If applicable. Is a 1295 Form required? * Yes 0 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 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 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.