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HomeMy WebLinkAboutContract 52312 CITY SECRETARY CONTRACT NO. oo r a woe SSG,���c PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH(the"City"),a home rule municipal corporation, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and REMOTEC,INC. ("Contractor"), acting by and through Cynthia Williams, its duly authorized Contract Administrator. For purposes of this Agreement, the term Contractor shall include Contractor, its authorized representatives, officers, employees, and instructors who provide services on Contractor's behalf. The term City shall include its authorized representatives,officers,employees,and directors. AGREEMENT DOCUMENTS The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A- Scope of Services; 3. Exhibit B DELETED BY AGREEMENT OF THE PARTIES 4. Exhibit C- Verification of Signature Authority Form. Exhibits A,B and C,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. 1.0 SCOPE OF SERVICES Contractor agrees to conduct a Robot Maintenance Course ("RMC") training for law enforcement personnel beginning June 4,2019 and ending June 6,2019("Services"),such Services being more particularly described in Exhibit A." Services shall be performed at the Dallas Fort Worth Airport' bomb squad facilities located at Dallas Fort Worth Airport Fire Training Research Center, 1530 W 27th Street,Grapevine,TX 75261 ("Premises"). 2.0 TERM This Agreement shall become effective upon execution by both parties and shall expire on June 14, 2019 at 11:59pm,unless terminated earlier in accordance with the terms of this Agreement. 3.0 COMPENSATION In consideration of the Services to be performed hereunder by Contractor,City promises and agrees to pay Contractor an amount not to exceed$17,995.00("Fee")as full and complete compensation for the Services to be performed hereunder, inclusive of all air fare, hotel, care rental,per diem, travel, and any and all other expenses incurred in connection with performance of the Services.Upon full and complete performance of the Services,City shall pay Consultant$17,995.00. 4.0 TERMINATION City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days'written notice of termination. Professional Services Agreement F 1AL RECORo CoFW and Remotec,Inc. ` Ef 0 �1"!i rllr Page I of 13 S CR f A i T WORTH,TX I 5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES Contractor will provide at least one(1)qualified instructor("Instructor")for the training program who will facilitate the Services. Contractor agrees to provide each registered course participant with course materials and supplies pertinent to the subject areas to be covered. Contractor agrees that course participants may be from multiple jurisdiction's bomb squads in order to provide a regional benefit. 6.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 6.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information")as confidential and shall A. not disclose any such information to a third party without the prior written approval of City. 6.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall 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, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 7.0 ACCESS The access granted to Contractor to the Premises pursuant to this Agreement shall be limited by the provisions of the access granted by the Dallas-Fort Worth Airport Board to the Premises. 8.0 RIGHT TO AUDIT Contractor agrees that City shall, until the expiration of three(3) years after final payment under this contract, 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 Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.City shall give Contractor reasonable advance notice of intended audits.Nothing herein shall require Contractor to provide its payroll, fringe benefits, general and administrative expenses, overhead,cost of goods sold or profits. Professional Services Agreement CoFW and Remotec,Inc. Page 2 of 13 9.0 INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor shall 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, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees,and Contractor, its officers,agents, employees, servants, Contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor.It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,agents, servants, employees or subcontractor of Contractor. Neither Contractor,nor any officers,agents,servants, employees or subcontractor of Contractor shall be entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents, servants, employees or subcontractor. 10. LIABILITY AND INDEMNIFICATION 10.1 LIABILITY- SELLER SHALL NOT BE LIABLE TO BUYER FOR AN AMOUNT WHICH IN COMBINATION WITH ALL CLAIMS BY BUYER AGAINST SELLER UNDER THIS AGREEMENT EXCEEDS THEIR GENRRAL LIABILITY INSURANCE. 10.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CITY SHALL RELEASE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROMALL CLAIMS FOR ACTUAL LOSS OR LIABILITY FOR INJURYARISING OUT OF THE CITY'S NEGLIGENT ACTS OR OMISIONS IN THE PERFORMANCE OF THIS AGREEMENT. 10.3 INTELLECTUAL PROPERTY INDEMNIFICATION Contractor 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 shall not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,City shall have the right to fully participate in any and all such settlement, Professional Services Agreement CoFW and Remotec,Inc. Page 3 of 13 negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor 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 shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor 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 shall not eliminate Contractor'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, Contractor shall, 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 Contractor terminate this Agreement, and refund all amounts paid to Contractor by City,subsequent to which termination City may seek any and all remedies available to City under law. 11.0 ASSIGNMENT AND SUBCONTRACTING 11.1 Assignment. Contractor shall 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 shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 11.2 Subcontract. If City grants consent to a subcontract,sub Contractor shall execute a written agreement with Contractor referencing this Agreement under which sub Contractor shall agree to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor shall provide City with a fully executed copy of any such subcontract. 12.0 INSURANCE Contractor shall 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 work pursuant to this Agreement: 13.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $1,000,000- Aggregate Professional Services Agreement CoFW and Remotec,Inc. Page 4 of 13 13.2 General Requirements (a)(a) The commercial general liability policy shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers,officials,agents, and volunteers in respect to the contracted services. (b) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (c) 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. (d) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of Insurance evidencing that Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 13.0 COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS Contractor agrees that in the performance of its obligations hereunder, it shall 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 Contractor of any violation of such laws,ordinances,rules or regulations,Contractor shall immediately desist from and correct the violation. 14.0 NON-DISCRIMINATION COVENANT Contractor,for itself,its personal representatives,assigns,subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 15.0 NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or Professional Services Agreement CoFW and Remotec,Inc. Page 5 of 13 representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail, registered,return receipt requested, addressed as follows: To The CITY: City of Fort Worth Attn: Valerie Washington Assistant City Manager 200 Texas Street Fort Worth TX 76102-6311 Facsimile: (817) 392-8502 With a copy to the City Attorney's Office at the same address and to: Arson and Bomb Investigations Fort Worth Fire Department City of Fort Worth 715 Texas Street Fort Worth,TX 76102 To CONTRACTOR: REMOTEC, Inc. Attn: Jack Caylor 353 J.D. Yarnell Pkwy Clinton,TN 37716 Facsimile: (865)483-1436 16.0 SOLICITATION OF EMPLOYEES Neither City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 17.0 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. 18.0 NO WAIVER The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Professional Services Agreement Cof W and Remotec,Inc. Page 6 of 13 19.0 GOVERNING LAW/VENUE This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division, 20.0 SEVERABILITY If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 21.0 FORCE MAJEURE City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 22.0 HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 23.0 REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits "A," "B"and"C," 24.0 AMENDMENTS/MODIFICATIONS/EXTENSIONS No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 25.0 ENTIRETY OF AGREEMENT This Agreement, including Exhibits A, B and C contain the entire understanding and agreement between City and Contractor, 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. Professional Services Agreement CoFW and Remotec,Inc. Page 7 of 13 26.0 COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 27.0 WARRANTY OF SERVICES Contractor warrants that its services will be of a professional 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 Contractor's option, Contractor shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by City to Contractor for the nonconforming services. 28.0 IMMIGRATION NATIONALITY ACT Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately temunate this Agreement for violations of this provision by Contractor. 29.0 OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation which are created, published, displayed, and/or produced solely and exclusively for the services provided under this Agreement(collectively,"Work Product"). Further,City shall 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 shall 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 shall 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, Contractor 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 Professional Services Agreement CoFW and Remotec,Inc. Page 8 of 13 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. 30.0 SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C." Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 31.0 CHANGE IN COMPANY NAME OR OWNERSHIP Contractor shall 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 Contractor 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. 32.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Contractor acknowledges that in accordance with Chapter 2270 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"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. 9 EXECUTED on this,the atday of 201X. CITY OF FORT WORTH: REMOTEC, INC. By: — By: W Valerie Washington Name: Ynthia Williams Assistant City Manager Title: Contract Administrator. Date: � �� Date: 04-25-19 Professional Services Agreement ®F�OC9AI. RECORD and Remotec,Inc. Page of 13 CITY SECRETARY FT WORTH,TX COMMENDED BY: B J:7 vis Fire Chief Date: �� APPROVED AS TO FORM LEQ AU(TV: By: 7, Lea Guzman 0 Sr.Assistant City Attorney . ....... AJTTE By: ayser t ry I i J.�ayser ........... S (11, Se9tetary Form 1295 Certification No: NOT REOUIRIED This agreement does not require City Council approval. Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and iffiministration of this contract, including ensuring all perfon-nanAllik and reporting requirements. Lt.James Horton Fort Worth Fire Department OFFICIAL RECORD Professional Services Agreement CoFW and Remoter,Inc. CITY SECRETARY Page 10 of 13 FT. WORTH,TX EXHIBIT A—SCOPE OF SERVICES Contractor will provide education and training regarding disassembly, reassembly, preventive maintenance,and maintenance and repair on the F6B,MK 5 and HDSEL robots to Fire Department bomb squad employees. Professional Services Agreement CoFW and Remotec,Inc. Page 11 of 13 EXHIBIT B DELETED BY AGREEMENT OF THE PARTIES Professional Services Agreement CoFW and Remolec,Inc. Page I of 13 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY 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. Name: Cynthia Williams Position: Contract (A�`drm�inistrator _ Sig ature Name: Position: Signature Name: Position: Signature Name: Signature of President/CEO Other Title: Date: Professional Services Agreement CoFW and Remotec,Inc. Page 13 of 13