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HomeMy WebLinkAboutContract 54480 CSC No.54480 VENDOR SERVICES AGREEMENT AMIGOS LIBRARY SERVICES,INC. 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 Jesus J.Chapa,its duly authorized Assistant City Manager,and AMIGOS LIBRARY SERVICES ("Vendor"), a corporation, and acting by and through Miguel Figueroa, its duly authorized President and CEO,each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 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. SCOPE OF SERVICES. Vendor will expedite the delivery of shipments of books and other materials among member libraries throughout Texas as described in Exhibit A-Scope of Services(collectively,the"Services"). 2. TERM. This Agreement shall begin on September 1,2019 ("Effective Date") and shall expire on August 31,2021 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to three (3) one-year renewal options, at City's sole discretion. Execution of this Agreement after the Effective Date shall not have any bearing on the enforceability of this Agreement. 3. COMPENSATION. City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit`B,"—Price Schedule. Total payment made under this Agreement for the first term by City shall not exceed the amount of fourteen thousand dollars($14,000)and for subsequent terms by City shall not exceed the amount of seven thousand dollars ($7,000). Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City shall pay Vendor annually for services provided hereunder. Vendor shall submit an invoice to City by September 1st of each year and City shall remit payment within thirty days after receiving a correct and accurate invoice from Vendor. However, notwithstanding anything herein to the contrary, for the payment for the Services provided beginning September 1,2020,payment shall not be required until October 31,2020. OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 13 FT.WORTH, TX 4. TERMINATION. 4.1. Written Notice. City may terminate this Agreement at any time and for any reason by providing Vendor with 90 days'written notice of termination.City may also terminate with 30 days'written notice after receipt of a price adjustment. Vendor may terminate this Agreement at any time and for any reason by providing City 90 days' written notice of termination. 4.2 Nonpayment for FY 2019-20 Notwithstanding Section 4.3. below, this Agreement shall automatically terminate should City fail to pay all fees owed by City to Vendor for the Services provided in the 2019-20 fiscal year by September 30, 2020. In such case, (1) Vendor shall immediately cease to provide all Services to City; (2) City shall remain liable for all outstanding fees associated with the 2019- 2020 fiscal year; and (3) City shall not hold Amigos liable for any damage or loss of any kind resulting directly from such automatic termination. 4.3 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period other than those subject of Section 4.2 above for any payments due hereunder,City will notify Vendor 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 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 shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Vendor shall provide a refund to City for the months of the term that were pre-paid but occur after the effective date of termination. Such refund shall be provided within sixty (60) days of the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall 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 shall 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 shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor 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.Vendor 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,Vendor 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. Vendor Services Agreement Page 2 of 13 6. RIGHT TO AUDIT. Vendor 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 Vendor involving transactions relating to this Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. To the extent that such an audit would require the cooperation or participation of members of Vendor's staff,City shall reimburse Vendor for any and all Vendor staff time at the rate of fifty dollars ($50)per hour, not to exceed a total of two thousand dollars($2,000)per audit. This section shall survive the expiration or termination of this Agreement. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor 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, Vendor 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 subcontractor. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor 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. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL 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 OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION-VEND ORHEREBYCOVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FR OM AND A GAINST A NY AND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOSTPROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TOANYAND 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, OR SUBCONTRACTORS. Vendor Services Agreement Page 3 of 13 Section 8 shall survive the expiration or termination of this Agreement. 9.9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall provide City with notice of any assignment of this Agreement within five (5) business days of such assignment, and City shall have the right to immediately terminate this Agreement by providing written notice to Vendor. The refund provisions of Section 4.3 shall apply to any such termination. 9.2 Subcontract. The Services will be provided by Vendor's subcontractor Delivery Solutions of America, LLC. Vendor shall provide City with no less than ten (10) days' written notice should this change. 10. INSURANCE. Vendor 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) 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 (c) 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. Vendor Services Agreement Page 4 of 13 10.2 General Requirements (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) The workers' compensation policy shall 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 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. (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 shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall 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 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 Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Vendor Services Agreement Page 5 of 13 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 CITY: To VENDOR: City of Fort Worth Amigos Library Services, Attn: Jesus J. Chapa Assistant City Manager Attn: Tracy Rochow Byerly 200 Texas Street 4901 LBJ FWY, Suite 150 Fort Worth,TX 76102-6314 Dallas,TX 75244 Facsimile: (817)392-8654 byerly@amigos.org With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor 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. 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 shall 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 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. 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. Vendor Services Agreement Page 6 of 13 City and Vendor 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. 20. 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. 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 shall not be employed in the interpretation of this Agreement or Exhibits A,B, C,D and E. 22. 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. 23. ENTIRETY OF AGREEMENT. This Agreement,including Exhibits A, B,and C, contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original. 25. 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 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 Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor 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 Vendor Services Agreement Page 7 of 13 request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. 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 Vendor 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. 28. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor 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 Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor 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,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 contract. 30. CONFIDENTIAL INFORMATION Vendor represents that it believes that this Agreement contains proprietary information that is not subject to public disclosure and requires that City not makes this Agreement to the general public. Vendor acknowledges that City is a governmental entity and is subject to the Texas Public Information Act("Act"). In the event that a request is made by a member of the public for a copy of this Agreement, the City will notify Vendor of the request and provide an opportunity for Vendor to submit arguments against the Agreement's disclosure to the Texas Attorney General ("AG"). The City will have no responsibility to submit any substantive arguments against the Agreement's disclosure and the Parties agree that in the event Vendor Services Agreement Page 8 of 13 the City is required by law, either by ruling of the AG or by a Court, to release the Agreement, the City shall do so without any liability to Vendor. (signature page follows) Vendor Services Agreement Page 9 of 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 15 day of September 2020. ACCEPTED AND AGREED: CITY OF FORT WORTH: 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 Name: Dana Burghdoff reporting requirements. Title: Assistant City Manager Date: 09/15/2020 ,p By: Name: Timothy Shidal APPROVAL RECOMMENDED: Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Marilyn Marvin Title: Assistant Library Director By. ,Po Name: Jo Ann Pate ATTEST: Title: Assistant City Attorney Ordinance No.24161-04-2020 ,.° PV8 °=d B ndr EZASd CONTRACT AUTHORIZATION: Y °n pg6 M&C: N/A Name: Mary Kayser Title: City Secretary VENDOR: AMIGOS LIBRARY SERVICES ATTEST: By: By: Name: MiglielAueroa Name: Title: President and CEO Title: Date: September 15, 2020 OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 10 of 13 FT.WORTH, TX EXHIBIT A SCOPE OF SERVICES Vendor was selected by the Texas State Library and Archives Commission (TSLAC) to provide statewide interlibrary loans (ILL) which enables library patrons to access materials not available at their local library. The Fort Worth Public Library participates in ILL as an active member. 1. Deliveries shall be made during normal business hours(7:30am-4:30pm,CDT) 2. Vendor picks up and delivers ILL items to/from the Fort Worth Central Library,500 W 3rd St,Fort Worth,TX to other member libraries.City selects the five-days-per-week delivery service schedule. Vendor Services Agreement—Exhibit A Page 11 of 13 EXHIBIT B PRICE SCHEDULE ANNUAL COURIER FEE SCHEDULE FOR SERVICES Vendor will provide options for a five-days-per-week, three-days-per-week and/or a two-days-per-week (Monday through Friday, excluding holidays)delivery service to City. City will select one of the delivery service schedules annually based on their current fee schedule.The Trans-Amigo Express(TAE)Courier fees are currently: • Five thousand five hundred and seventy-four dollars($5,574)for five-days-per-week • Three thousand seven hundred eighty-seven($3,787) for three days per week • Two thousand eight hundred ninety-five dollars($2,895)for two-days per week Vendor Services Agreement—Exhibit B Page 12 of 13 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY AMIGOS LIBRARY SERVICES 4901 LBJ FREEWAY SUITE 150 DALLAS,TX 75244-6179 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. 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 sident/CEO Other Title: Date: Vendor Services Agreement—Exhibit E Page 13 of 13