HomeMy WebLinkAboutContract 53541 \\
P 5`�541
I� RECEIVED �� ����
CSC No.
FEB 19 2020 E
CITY OF FORT WORTH
<�01 CIT`(SECRETARY
VENDOR SERVICES AGREEMENT
Dredging of Rock Springs Pond
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"), a home-rule municipal corporation situated in portions
of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized Assistant
City Manager, and AMERICAN UNDERWATER SERVICES, INC. ("Contractor"), a Texas
corporation. City and Contractor are each individually referred to as a"party"and collectively referred to
as the "parties." The term "Contractor" shall include Contractor, its officers, agents, employees,
representatives, contractors, or subcontractors. The term "City" shall include its officers, employees,
agents, and representatives.
WHEREAS,the City owns the Fort Worth Botanic Garden located at 3220 Botanic Garden Blvd.,
Fort Worth,Texas 76107; and
WHEREAS,the City desires to have Contractor dredge two ponds and dispose of silt at the Botanic
Garden;
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, City
and Contractor agree as follows:
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;and
2. Exhibit A—Scope of Services
All Exhibits 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 the Exhibits 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.
1.1 Contractor shall, with good faith and due diligence, dredge two ponds in the rock
springs/rose garden area of the Botanic Garden using a diver assisted hydraulic dredge,place all discharge
in dewatering roll-off boxes, promptly remove the roll-off boxes from the Botanic Garden and properly
dispose of all spoils ("Services"). Exhibit "A" more specifically describes the Services to be provided
hereunder. Contractor shall perform the Services in accordance with standards in the industry for the same
or similar services. In addition, Contractor shall perform the Services in accordance with all applicable
federal,state, and local laws,rules,and regulations.
2. TERM.
2.1 This Agreement shall begin on March 2,2020,("Effective Date")and shall expire on May
2,2020("Expiration Date"),unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties.
American Underwater Services,Inc. Page 1 of 14
Vendor Services Agreement—Rock Springs Dredging
UFFUAL RECORD
CITY SECRETARY
FT. WORTH,TX
3. COMPENSATION.
3.1 City shall pay Contractor an amount not to exceed $11,438.00 in accordance with the
provisions of this Agreement and Exhibit "A". The costs stated herein are for an estimated six roll-off
boxes. Compensation paid to Contractor may be less that the not to exceed amount if less than six roll-off
boxes are required. To the extent that more than six roll-off boxes are required,City and Contractor must
execute a written amendment to this Agreement for any amount to be paid above the not to exceed amount.
Contractor shall not perform any additional services for the City not specified by this Agreement unless the
City requests and approves in writing the additional costs for such services.The City shall not be liable for
any additional expenses of Contractor not specified by this Agreement unless the City first approves such
expenses in writing. City agrees to pay all invoices of Contractor in accordance with the applicable
provisions of Chapter 2251 of the Texas Government Code.
4. TERMINATION.
4.1 Convenience. Either the 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.
4.2 Breach. If either party commits a material breach of this Agreement, the non-breaching
party must give written notice to the breaching party that describes the breach in reasonable detail. The
breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching
party,or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within
the stated period of time,the non-breaching party may, in its sole discretion, and without prejudice to any
other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written
notice to the breaching party.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments due hereunder,the City will notify Contractor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date,the City shall pay Contractor for Services actually rendered up to the effective date
of termination and Contractor shall continue to provide the City with Services requested by the City and in
accordance with this Agreement up to the effective date of termination.Upon termination of this Agreement
for any reason, Contractor shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement.In the event Contractor has received access to City information
or data as required to perform the Services hereunder,Contractor shall return all City data to the City and
certify that all City data has been removed from Contractor's computers and other electronic devices.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Contractor hereby warrants to the 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 the City in writing.
American Underwater Services,Inc. Page 2 of 14
Vendor Services Agreement—Rock Springs Dredging
5.2 Confidential Information. The City acknowledges that Contractor may use products,
materials, or methodologies proprietary to Contractor. The City agrees that Contractor's provision of
Services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate written
agreement with respect thereto. Contractor, for itself and its officers, agents and employees, agrees that it
shall treat all information provided to it by the City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of the City.
5.3 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 the City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Contractor
shall,in good faith,use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
6.1 Contractor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, 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 the
Contractor involving transactions relating to this Agreement at no additional cost to the City. Contractor
agrees that the 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. The City shall give Contractor not less than ten(10) days written notice of
any intended audits.
6.2 Contractor further agrees to include in all its subcontractor agreements that are authorized
by this Agreement a provision to the effect that the subcontractor agrees that the City shall, until the
expiration of three(3)years after final payment of the subcontract,have access to and the right to examine
at reasonable times any directly pertinent books, documents, papers and records of such subcontractor
involving transactions related to the subcontract, and further that the City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this paragraph. The City shall give
subcontractor not less than ten(10)days written notice of any intended audits.
7. INDEPENDENT CONTRACTOR.
7.1 It is expressly understood and agreed that Contractor shall operate as an independent
contractor as to all rights and privileges granted herein and the Services performed under this Agreement,
and not as an agent,representative or employee of the 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 the 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 the City and
Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint
employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor.
American Underwater Services,Inc. Page 3 of 14
Vendor Services Agreement—Rock Springs Dredging
Neither Contractor,nor any officers, agents, servants, employees or subcontractors of Contractor shall be
entitled to any employment benefits from the 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 subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 For purposes of this Agreement, the following words and phrases shall be defined as
follows:
1. Environmental Damages shall mean all claims, judgments, damages, losses,
penalties, fines, liabilities (including strict liability), encumbrances, liens, costs,
and expenses of investigation and defense of any claim,whether or not such claim
is ultimately defeated, and of any good faith settlement or judgment, of whatever
kind or nature, contingent or otherwise, matured or unmatured, foreseeable or
unforeseeable, including without limitation reasonable attorney's fees and
disbursements and consultant's fees, any of which are incurred as a result of
handling, collection, transportation, storage, disposal,treatment,recovery, and/or
reuse of waste pursuant to this Agreement, or the existence of a violation of
environmental requirements pertaining to,and including without limitation:
a. Damages for personal injury and death, or injury to property or natural
resources;
b. Fees incurred for the services of attorneys, consultants, contractors,
experts, laboratories and all other costs in connection with the
investigation or remediation of such wastes or violation of environmental
requirements including, but not limited to, the preparation of any
feasibility studies or reports of the performance of any cleanup,
remediation, removal, response, abatement, containment, closure,
restoration or monitoring work required by any federal, state or local
governmental agency or political subdivision, or otherwise expended in
connection with the existence of such wastes or violations of
environmental requirements, and including without limitation any
attorney's fees, costs and expenses incurred in enforcing this Agreement
or collecting any sums due hereunder; and
C. Liability to any third person or governmental agency to indemnify such
person or agency for costs expended in connection with the items
referenced in subsection(b)above.
2. Environmental requirements shall mean all applicable present and future statutes,
regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises, and similar items, of all governmental
agencies, departments, commissions, boards, bureaus, or instrumentalities of the
United States, states,and political subdivisions thereof and all applicable judicial,
administrative, and regulatory decrees, judgments, and orders relating to the
protection of human health or the environment,including without limitation:
American Underwater Services,Inc. Page 4 of 14
Vendor Services Agreement—Rock Springs Dredging
a. All requirements, including, but not limited to, those pertaining to
reporting, licensing, permitting, investigation, and remediation of
emissions, discharges, releases, or threatened releases of hazardous
materials, pollutants, contaminants or hazardous or toxic substances,
materials, or wastes whether solid, liquid, or gaseous in nature, into the
air, surface water, groundwater, stormwater, or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants, or hazardous or toxic
substances, materials, or wastes, whether solid, liquid, or gaseous in
nature;and
b. All requirements pertaining to the protection of the health and safety of
employees or the public.
8.2 CONTRACTOR SHALL BE LL4BLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANYAND ALL PERSONS,OFANYAIND OR CHARACTER, WHETHER REAL OR ASSERTED,
TO THE EXTENT CAUSED BY THE NEGLIGENTACT(S)OR OMISSION(S),MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.3 CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DMAAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANY%IND OR CHARACTER,
WHETHER REAL OR ASSERTED, 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.
8.4 ENVIRONMENTAL INDEMNIFICATION. CONTRACTOR HEREBY COVENANTS
AND AGREES TO RELEASE, INDEMNIFY, DEFEND, REIMBURSE, AND HOLD HARMLESS
THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS, AGAINST ANY AND
ALL ENVIRONMENTAL DAMAGES AND THE VIOLATION OF ANY AND ALL
ENVIRONMENTAL REQUIREMENTS RESULTING FROM THE HANDLING, COLLECTION,
TRANSPORTATION, TESTING, STORAGE, DISPOSAL, TREATMENT, RECOVERY, AND/OR
REUSE, BY ANY PERSON, OF SILT, SPOILS, DISCHARGE, OR WASTE COLLECTED
PURSUANT TO THIS AGREEMENT.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Contractor shall not assign or subcontract any of its duties,obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees
to be bound by the duties and obligations of Contractor under this Agreement.The Contractor and Assignee
shall be jointly liable for all obligations of Contractor under this Agreement prior to the assignment. If the
City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Contractor
American Underwater Services,Inc. Page 5 of 14
Vendor Services Agreement—Rock Springs Dredging
referencing this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Contractor under this Agreement as such duties and obligations may apply. Contractor
shall provide the City with a fully executed copy of any such subcontract.
10. 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:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Contractor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall 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 work is 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 shall 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 shall be submitted to City to evidence coverage.
(e) Environmental Impairment Liability(EEL)and/or Pollution Liability-$2,000,000
per occurrence. EIL coverage(s) must be included in policies listed in items (a)
American Underwater Services,Inc. Page 6 of 14
Vendor Services Agreement—Rock Springs Dredging
and (d) above; or, such insurance shall be provided under separate policy(s).
Liability for damage occurring while loading,unloading and transporting materials
collected under the contract shall be included under the Automobile Liability
insurance or other policy(s).
10.2 General Insurance Requirements:
1. All applicable policies shall name the 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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery)in favor of the City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to the 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 a copy to the Fort Worth
City Attorney at the same address.
4. 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 the City's Risk Manager. If the rating is below that required,
written approval of the City's Risk Manager is required.
5. Any failure on the part of City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
11.1 Contractor agrees that in the performance of the Services and obligations under this
Agreement, it shall comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Contractor of any violation of such laws, ordinances,rules or regulations,
Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
12.1 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, SUBCONTRACTORSS OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
American Underwater Services,Inc. Page 7 of 14
Vendor Services Agreement—Rock Springs Dredging
13. NOTICES.
13.1 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 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: To CONTRACTOR:
City of Fort Worth American Underwater Services INC
Attn: Ennis Anderson Attn: Anthony DiIulio
3220 Botanic Garden Boulevard P.O. Box 126216
Fort Worth,TX 76107 Fort Worth,Texas 76126
Facsimile: (817)392-5539
With copies to the Fort Worth City Attorney and
the City Manager at:
200 Texas Street
Fort Worth,Texas 76102
14. SOLICITATION OF EMPLOYEES.
14.1 Neither the 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 an 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.
15. GOVERNMENTAL POWERS.
15.1 It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers or immunities.
16. NO WAIVER.
16.1 The failure of the 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 the City's or
Contractor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
American Underwater Services,Inc. Page 8 of 14
Vendor Services Agreement—Rock Springs Dredging
17. GOVERNING LAW/VENUE.
17.1 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.
18. SEVERABILITY.
18.1 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.
19. FORCE MAJEURE.
19.1 The 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 (force majeure),
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.
20. HEADINGS NOT CONTROLLING.
20.1 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.
21. REVIEW OF COUNSEL.
21.1 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 shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
22.1 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.
23. ENTIRETY OF AGREEMENT.
23.1 This Agreement, including and exhibit attached hereto and any documents incorporated
herein by reference,contains the entire understanding and agreement between the 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.
American Underwater Services,Inc. Page 9 of 14
Vendor Services Agreement—Rock Springs Dredging
24. SIGNATURE AUTHORITY.
24.1 The person signing this Agreement, and any amendment hereto, 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. Each party is fully entitled to rely on these warranties and representation in entering into this
Agreement or any amendment hereto.
25. COUNTERPARTS.
25.1 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. An executed Agreement,modification,amendment,or separate signature page shall constitute
a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of
the document by any party. Duplicates are valid and binding even if an original paper document bearing
each party's original signature is not delivered.
26. THIRD PARTY BENEFICIARIES.
26.1 The provisions and conditions of this Agreement are solely for the benefit of the City and
Contractor, and their lawful successors or assigns, and are not intended to create any rights, contractual or
otherwise,to any other person or entity.
27. SURVIVAL.
27.1 Section 4.4 (Duties and Obligations of Parties), Section 5 (Confidentiality), Section 6
(Right to Audit),and Section 8(Liability and Indemnification)shall survive termination of this Agreement.
28. IMMIGRATION NATIONALITY ACT.
28.1 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 the City,Contractor shall provide the 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 THE CITYAND HOLD THE CITYHARMLESS FROMANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. The City, upon written notice to Contractor, shall have the right to immediately terminate
this Agreement for violations of this provision by Contractor.
29. PROHIBITION ON BOYCOTTING ISRAEL.
29.1 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
American Underwater Services,Inc. Page 10 of 14
Vendor Services Agreement—Rock Springs Dredging
Agreement, 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 thisAgreement
30. OWNERSHIP OF WORK PRODUCT.
30.1 The City shall be the sole and exclusive owner of all reports, work papers, procedures,
guides,and documentation,created,published,displayed,and/or produced in conjunction with the Services
provided under this Agreement (collectively, "Work Product"). Further, the 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 the City from the date of
conception,creation or fixation of the Work Product in a tangible medium of expression(whichever occurs
first). Each copyrightable aspect of the Work Product 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 the City all exclusive right,title and interest in and to the
Work Product, and all copies thereof, and in and to the copyright,patent, trademark, trade secret, and all
other proprietary rights therein, that the City may have or obtain,without further consideration, free from
any claim,lien for balance due,or rights of retention thereto on the part of the City.
31. WARRANTY.
31.1 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.
31.2 Contractor warrants that it understands the known hazards and suspected hazards that are
present to persons, property and the environment by providing packing, transporting, and disposal of
hazardous, special and solid waste. Contractor further warrants that it will perform all Services under this
Agreement in a safe,efficient and lawful manner using industry accepted practices, and in full compliance
with all applicable state and federal laws governing its activities and is under no restraint or order which
would prohibit performance of Services under this Agreement.
32. LICENSES AND PERMITS.
32.1 Contractor certifies that on the day work is to commence under this Agreement,and during
the duration of the Agreement, it shall have and maintain current valid and appropriate federal and state
licenses and permits necessary for the provision of Services under this Agreement.
32.2 Contractor also certifies that if it uses any subcontractor in the performance of this
Agreement,that such subcontractor shall have and maintain current valid and appropriate federal and state
licenses and permits necessary for the provision of Services under this Agreement.
American Underwater Services,Inc. Page 11 of 14
Vendor Services Agreement—Rock Springs Dredging
IN WITNESS WHEREOF,the parties hereto have executed this to be effective on the date signed
by the City's Assistant City Manager.
CITY OF FORT WORTH: AMERICAN UNDERWATER SERVICES,
INC.
Dana 6urghdolf(F 13,202 Anthony Diiul (Feb 12.2Q20)
Dana Burghdoff Name:Anthony DiIulio
Interim Assistant City Manager Title:President
Date: Feb 13, 2020 Date: Feb 12, 2020
APPROVAL RECOMMENDED:
R&Pard Zavala
Richard Zavala(Feb 13,2020)
Richard Zavala
Director,Park and Recreation Department
APPROVED AS TO FORM AND LEGALITY:
CITY'S CONTRACT COMPLIANCE
Richard A.McCracken(Feb 13,2020) MANAGER:
Richard A.McCracken By signing I acknowledge that I am the person
Senior Assistant City Attorney responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
CONTRACT AUTHORIZATION:
M&C: N/A Robes(Feb 1Y2020)
Date: Bob Byers
Form 1295: N/A Garden Director
OR71
ATTEST: 'o�•'••.... . ..ylsQ::y
Y A
MaryT.Ka sv er
Mary 1.Ka—� yser(Feb 18,2020)
Mary J.Kayser t `
City Secretary c , j;-X '
LFT.
IAL RECOit®
SECRETARY
WORTH,TX
American Underwater Services,Inc.
Vendor Services Agreement—Rock Springs Dredging
EXHIBIT A
SCOPE OF SERVICES
:xm
CA
INC
AMERICAN UNDERWATER SERVICES,INC.
P.O.Box 126216
Fort Worth,Texas 76126
Phone(817)377-8512
Fax (817)367-6383
Robert Howard
FW Botanic Garden
3220 Botanic Garden
Blvd
RE: Proposal No.8274B Dredging in 2 ponds
Executive Summary
American Underwater Services,Inc. is pleased to present our proposal for the above referenced
project.
Job Scope
Size and/or description of the area/areas to be dredged: The larger pond has an
estimated 5 roll-off boxes of material. The smaller pond just the South of the
larger pond has 1 box of material to remove.
Type of dredging equipment needed: Diver assisted hydraulic
dredging
Type of disposal method: Discharge into dewatering roll-
ff boxes
Approximate time of completion in working days: 3 to 4 boxes per day
Estimated length of pipe needed: 400' or less pipe and hoses
Dive crew or dredging crew needed: This will be a 3 man crew
LEGAL NAME OF ENTITY
Professional Services Agreement-General
Page 13 of 14 Rev. 1/2018
A.U.S. will perform the dredging services described and conditioned for a fee of: Please see below
All-inclusive Dredging Crew/Equipment per roll-off box: $1,823.00
Mobilization Fee: $500.00
Total Cost to remove 6 boxes: $11,438.00
The mobilization fee will be paid before AUS starts the job.
• This proposal does not include sales tax or other state taxes if applicable.
• Payment terms are mentioned above---Interest owed on overdue payments shall be in
accordance with the Texas Prompt Payment Act.
• We will invoice after the boxes are full.
• This proposal is valid for 60 days. The project will need to be re-evaluated after expiration
date.
If you have any questions please do not hesitate to contact me.
Marty Pearce
Sales Manager
AMERICAN UNDERWATER SERVICES, INC.
www.americanunderwaterservices.com
American Underwater Services,Inc. Page 14 of 14
Vendor Services Agreement—Rock Springs Dredging