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HomeMy WebLinkAbout066032 - General - Contract - Diesel MD, LLC66032 City Secretary Contract No. FORT WORTH® VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Diesel MD, LLC ("Vendor"), a Texas limited liability company, and acting by and through its duly authorized representative Each entity may be individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: OFFICIAL RECORD 1. This Vendor Services Agreement; CITY SECRETARY 2. Exhibit A — Scope of Services; FT. WORTH, TX 3. Exhibit B — Price Schedule; 4. Exhibit C — City's RFQt No. 26-0278 5. Exhibit D — Contractor's Bid Response to RFQt No. 26-0278; and 6. Exhibit E — Verification of Signature Authority Form. Exhibits A, B, C, D, and E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor shall provide maintenance and repair service to stationary compactors ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on the date executed by the City's Assistant City Manager ("Effective Date") and will expires one year later ("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. Total compensation under this Agreement will be an amount up to Twenty -Nine Thousand Nine Hundred Seventy -Seven and 50/100 Dollars ($29,977.50). 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. Vendor Services Agreement Page 1 of 17 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. Vendor Services Agreement Page 2 of 17 6. 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 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, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND 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 DEA TH, 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 Vendor Services Agreement Page 3 of 17 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 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 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 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: Vendor Services Agreement Page 4 of 17 $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General 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. Vendor Services Agreement Page 5 of 17 (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. 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 1i1iSJTu1PtkYJ 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Diesel MD, LLC. John Ferguson, Owner 539 W Commerce St, #6677, Dallas, Tx 75208 Facsimile: (336)-549-6472 Vendor Services Agreement Page 6 of 17 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. 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 Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension Vendor Services Agreement Page 7 of 17 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 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 Vendor Services Agreement Page 8 of 17 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 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 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. If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the Texas Government Code, Buyer 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, Seller certifies that Seller's signature provides written verification to the City that Seller: (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. If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, Buyer 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, Seller certifies that Seller's signature provides written verification to Buyer that Seller: (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, including all attachments and exhibits, 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 Vendor Services Agreement Page 9 of 17 declared null and void to the extent in conflict with any provision of this Agreement. Vendor Services Agreement Page 10 of 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: V h- LCIA L Valerie Washington (Oct 13, 2026 09:20:05 CDT) By: Name: Valerie Washington Title: Assistant City Manager Date: .2026 APPROVAL RECOMMENDED: By: Name: James (Jim) Keezell Title: Assistant Environmental Services Director ATTEST: e �F�ORj4Lp 'mot==° � Signature: By: Email: jannette.goodall@fortworth Name: Jannette S. Goodall Title: City Secretary VENDOR: Diesel MD, LLC .1c` En w By: John Ferguson (Oct, 2026 09:31:10 CDT) Name: John Ferguson Title: Owner Date: , 20 John@DieselMD.com 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: Ruben A. Diaz Environmental Field Ops Superintendent APPROVED AS TO FORM AND LEGALITY: M. Kevin And(s) 11 By: M. Kevin Anders, II (Oct 13, 2026 08:46:20 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: ov N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 17 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES I. General Overview — Vendor agrees to provide the following Preventative Maintenance (as defined herein) and as -needed repair services ("Services") for City -owned stationary compactors and related equipment ("City Equipment") at locations specified herein for the City of Fort Worth Environmental Services Department. Services shall include, but are not limited to, inspections, troubleshooting, repairs, parts replacements, hydraulic and electrical services, and other related services necessary to maintain the City Equipment in proper operating condition. II. Service Locations — Vendor agrees to provide Preventative Maintenance and Services on the City's stationary compactors and other equipment at the following locations. The City owns four -yard, 15 -amp, 230 -volt stationary compactors, with forty (40) yard octagon receivers (four-sided hoppers with safety gates — 10 -foot guided islands)("Stationary Compactors") at its drop-off stations: Facility Name Facility Address City Equipment at Facility Brennan Drop- 2500 Brennan Ave. Two Stationary Compactors Off Station Fort Worth, TX 76106 Southeast Drop- 5000 Martin Luther Two Stationary Compactors Off Station King Jr. Fwy. Fort Worth, TX 76106 Old Hemphill 6260 Old Hemphill Two Stationary Compactors Road Drop -Off Rd. Station Fort Worth, TX 76134 Hillshire Drop- 301 Hillshire Dr. Two Stationary Compactors Off Station Haslet, TX 76052 (North Service Center) Environmental 6400 Bridge St One Stationary Compactor Collection Fort Worth, TX Center 76112 One (1) Avangard FD -3000 Styrofoam densifier One (1) Prodeva paint consolidation machine Ill. Scheduling Preventative Maintenance and Services A. Preventative Maintenance — Vendor agrees to perform Preventative Maintenance, as defined herein, on each piece of City Equipment identified in Section B of this Exhibit A on a quarterly basis. Vendor agrees to coordinate the scheduling of Preventative Maintenance with the City. B. Service — Services may be performed upon request by the City. If during Preventative Maintenance, Vendor identifies any deficiencies with City Equipment, Vendor shall Vendor Services Agreement Page 12 of 17 promptly notify City personnel. Vendor shall also perform repairs if City personnel authorize Vendor to perform the Services after Vendor notifies the City of identified deficiencies during Preventative Maintenance. In no event shall Vendor perform Services without the City's authorization or request. Upon receiving a request or authorization from the City, Vendor shall begin performing Services within four (4) business days, unless the City approves a different timeline in writing. C. Emergency Services — The City may request emergency Services when equipment failure or unsafe operating conditions require immediate attention. Vendor agrees to respond within twenty-four (24) hours to requests for emergency Services from the City. Requests received on the day before a City holiday shall be performed on the next business day immediately after the holiday. IV. Additional Similar Services — The Vendor agrees that the City may add additional services to this Agreement that are of the same general category that could have been included, but are currently not part of, this Agreement. V. Vendor's Hours of Support — Vendor shall provide ongoing customer support during normal business hours, Monday through Friday, 8:00 A.M. to 5:00 P.M., by phone or email. VI. City Holidays — The City observes the following holidays at its Drop -Off Stations: A. Martin Luther King, Jr. Day B. Memorial Day C. Juneteenth D. Independence Day E. Labor Day F. Thanksgiving Day G. The Day After Thanksgiving H. Christmas Day I. New Year's Day VII. Vendor's Subcontractors — Vendor shall employ or subcontract with a licensed electrician authorized to perform electrical work required under this Agreement. Vendor may utilize subcontractors to perform services under this Agreement, including licensed electrical work. If the Vendor desires to utilize subcontractors, Vendor agrees that the City must review and approve any subcontractors before they can perform any work under this Agreement. The Vendor shall remain fully responsible for the work performed by all of its subcontractors. VIII. Warranty for Parts and Equipment Installed by Vendor — Vendor agrees to the following terms regarding warranties for parts and equipment installed on City Equipment. A. All parts and equipment installed by the Vendor shall carry the standard manufacturer's warranty. Warranties shall be effective on the date the parts or equipment are accepted by the City. Vendor's performance of any of the terms of this Agreement shall not void any existing manufacturer warranty on City Equipment. B. Vendor warrants that all parts and equipment it provides for work it performs under this Vendor Services Agreement Page 13 of 17 Agreement are appropriate for the intended use and are free from defects in materials, workmanship, and installation for a period of not less than the manufacturer's standard warranty. If any part or equipment fails during the applicable warranty period due to a defect in material, workmanship, or installation, Vendor shall repair or replace the affected part or equipment at no additional cost to the City. IX. Preventative Maintenance — Vendor shall perform quarterly Preventative Maintenance, as defined below, according to the instructions below: A. Before performing any work under this Agreement on the City's Stationary Compactors, Vendor shall disengage the service disconnect and ensure that it is locked out. Vendor shall remove the control circuit fuse as a secondary precaution to prevent the compactor from being started accidentally. Vendor shall ensure that double check circuit breakers are off. B. Vendor shall perform Preventative Maintenance on the City's Stationary Compactors, as defined in this section, to protect against premature failure and/or unnecessary wear of mechanical or hydraulic components. Preventative Maintenance shall mean the following: 1. Check the level of the oil in the tank. Add petroleum -based AW32 or equivalent oil as necessary. 2. Check hydraulic hoses and fittings for leaks. Tighten the fittings or replace the hoses; 3. Remove dust and dirt from outside of control box; 4. Wipe off any grease, oil, or moisture from power plant; 5. Observe one complete cycle to verify proper operation; 6. Visually inspect condition of compactor for potential problems; 7. Clean refuse from behind ram; 8. Make sure the compactor is securely anchored to the floor; 9. Apply grease to grease fittings as applicable; 10. Lubricate ram bearing surfaces; 11. Check the condition of the oil. Change if discolored (milky or dark) dirty, contains water, smells burnt, or lacks lubricity when rubbed between the fingers; 12. Check cylinder pins and retaining bolts; 13. Check ram position switch. Adjust or tighten arm as necessary; 14. Check the turnbuckles and marriage hooks for stress fractures and wear; 15. Drain, flush, and refill the hydraulic oil tank if necessary; 16. Clean the suction strainer; 17. Check all fasteners and tighten as required; 18. Replace air breather and canister filter element if applicable; 19. Check the structure of the compactor for potential trouble areas; 20. Check anchor bolts and tighten as necessary; 21. Electrician shall check all electrical connections; 22. Grease motor every 9500 hours if application is severe, lubricate motor every 4750 hours. Do not over grease; 23. Visually inspect overall compactor for any potential problems; 24. Clean out excess refuse behind ram; 25. Check to ensure compactor is properly anchored to floor; 26. Check hopper door/gate operation if applicable and ease of operation. 27. Electrical: Vendor Services Agreement Page 14 of 17 i. Check all electrical connections in control box; ii. Make sure switches are properly adjusted& securely fastened in place. 28. Hydraulics: i. Replace return oil filter element if applicable; ii. Check hydraulic reservoir oil level. Fill with AW32 oil as required; iii. Check condition of oil for proper color, odor and feel. Replace oil if milky or dark in color, begins to have an odor, or lacks lubricity to the touch; iv. Install pressure gauge and check pressure switch and relief valve settings (Reference the pressure checking procedure set by the manufacturer KSC); v. Check for hydraulic leaks. 29. Lubricate — Apply grease to ram bearing rail, door/gate hinges if applicable, ratchet turnbuckle. 30. Operation — Cycle to verify proper operation of unit. Vendor Services Agreement Page 15 of 17 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE Item TJnit o Measure Unit Price (UMO) Brennan Drop-off Station, Four -yard Each $ 560.00 Stationary Compactor, Quarterly Maintenance Brennan Drop-off Station, Four -yard Each $ 560.00 Stationary Compactor, Quarterly Maintenance Southeast Drop-off Station, Four -yard Each $ 560.00 Stationary Compactor, Quarterly Maintenance Southeast Drop-off Station, Four -yard Each $ 560.00 Stationary Compactor, Quarterly Maintenance Old Hemphill Road Drop-off Station, Each $ 560.00 Four -yard Stationary Compactor, Quarterly Maintenance Old Hemphill Road Drop-off Station, Each $ 560.00 Four -yard Stationary Compactor, Quarterly Maintenance Hillshire Drop-off Station (North Each $ 560.00 Service Center), Four -yard Stationary Compactor, Quarterly Maintenance Hillshire Drop-off Station (North Each $ 560.00 Service Center), Four -yard Stationary Compactor, Quarterly Maintenance Environmental Collection Center, Each $ 560.00 Four -yard Stationary Compactor, Quarterly Maintenance Environmental Collection Center, Each $ 560.00 Avangard FD -3000 Styrofoam densifier, Quarterly Maintenance Environmental Collection Center, Each $ 560.00 Prodeva paint consolidation machine, Quarterly Maintenance Labor, Routine Repair Per Hour $ 180.00 Labor, Emergency Repair Per Hour $ 270.00 Labor, Licensed Electrician Per Hour $ 180.00 Trip Charge, Routine Service Per Trip $ 175.00 Trip Charge, Emergency Service Per Trip $ 262.50 Discount Percentage for Parts Percentage Offered $ 0.00 (enter whole number only, for example, a 5% discount should be entered as "5") Vendor Services Agreement Page 16 of 17 EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY DIESEL MD, LLC 539 W. COMMERCE ST. # 6677 DALLAS TX. 75208 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Date: Vendor Services Agreement Page 17 of 17 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Diesel MD, LLC Subject of the Agreement: To provide maintenance and repair service to stationary compactors Services ,and related equipment. M&C Approved by the Council? * Yes ❑ No EZI If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No IZI If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No IZI If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Date of City manager signature Expiration Date If different from the approval date. One year after signed If applicable. Is a 1295 Form required? * Yes ❑ No EZI *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 © No O 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.