HomeMy WebLinkAboutContract 57260 CSC No. 57260
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 Dana Burghdoff, its duly authorized Assistant City Manager, and L.A.T.E, LLC. ("Vendor"), a
Limited Liability Company, and acting by and through Leslie Hortman, its duly authorized Owner, 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 shall provide all necessary labor, material, and equipment to provide flower bed
maintenance at Fort Worth Meacham Airport for City. Vendor is required to meet all specifications
listed herein as minimum requirements and is required to submit firm, fixed unit costs for all
services deliverable under the terms of this s more specifically described in Exhibit "A," - Scope of
Services("Services").
2. TERM.
This Agreement shall begin upon contract execution ("Effective Date") and shall expire one year
from contract execution with four(4) automatic renewals("Expiration Date") unless terminated earlier in
accordance with this Agreement("Initial Term").
3. COMPENSATION.
The City shall pay the Vendor for the Services in accordance with Exhibit "B," —Price Schedule.
Total payment made under this Agreement shall not exceed an annual amount of Twenty Thousand Eight
Hundred Fifty-Nine Dollars and Fifty Cents ($20,859.50). 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. Vendor
will submit invoices to City monthly for work performed during the prior month. City agrees to pay all
invoices of Vendor within thirty(30)days of receipt of such invoice.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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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 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. 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.
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 at no
additional cost to City. 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.
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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
subcontractors.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 subcontractors of Vendor. Neither Vendor,nor any officers, agents, servants,employees or
subcontractors 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 subcontractors.
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 OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION-VENDOR HEREBY COVENANTSAND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINST ANY AND ALL CLAIMS OR LA WSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND
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 OR EMPLOYEES.
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 shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor 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,
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 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,
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Vendor shall 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 shall 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 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 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.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment- Vendor 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 Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
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, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
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) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned,hired and non-owned.
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(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.
10.2 General Requirements
(a) The general commercial liability and automobile liability policies 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 the 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 the 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 the 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.
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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,SUB-VENDORS,OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement 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 the United States Mail,registered,return receipt requested,addressed as follows:
To CITY: To VENDOR:
City of Fort Worth L.A.T.E,LLC
Attn: Dana Burghdoff,Assistant City Manager Attn: Leslie Hortman
200 Texas Street PO Box 821903
Fort Worth,TX 76102-6314 North Richland Hills,TX 76182
Facsimile: (817) 392-8654
With a copy to Fort Worth City Attorney's Office
at the 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 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.
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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.
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, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a parry hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
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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.
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.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of 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
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. OWNERSHIP OF WORK PRODUCT.
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, 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,
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.
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28. 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.
29. 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.
30. 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,the
Vendor certifies that Vendor's signature provides written verification to the City that the Vendor:
(1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more, which will 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.The terms "boycott energy company" and
"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as
added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and(2)will not boycott energy companies during the term of this Agreement.
32. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a
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contract for goods or services that has a value of$100,000 or more which will 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. The terms "discriminate,"
"firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274
of the Texas Government Code (as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy,guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
16 day of March ,20 22
(signature page follows)
Vendor Services Agreement Page 10 of 16
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
�c 3�GG responsible for the monitoring and administration of
'Rica Dana Burghdoff(Mar 17,20 09:39 CDT this contract,including ensuring all performance and
B Name: Dana Burghdoff reporting re ts.
Title: Assistant City Manager
Date: Mar 17,2022
By:
Name: Dakota Shaw
APPROVAL RECOMMENDED: Title: Airport Supervisor
—4— APPROVED AS TO FORM AND LEGALITY:
By:
Name: Roger Venables
Title: Aviation Director By. e�// T�
Name: Thomas Royce Hansen
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
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Jannette S.Goodall(Mar 17,202215:45 CDT)
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Title: City Secretary �►°Ift °o9�d
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By:
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Title: Owner Name:
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OFFICIAL RECORD
CITY SECRETARY
cT. WORTH, TX
Vendor Services Agreement Page 11 of 16
EXHIBIT A
SCOPE OF SERVICES
DETAILED SCOPE OF SERVICES/SPECIFICATIONS
1.0 SCOPE -The successful bidder(s), hereinafter, "Contractor" shall provide all necessary labor,
material, and equipment to provide flower bed maintenance at Meacham Airport for the City
of Fort Worth (City). Contractor is required to meet all specifications listed herein as
minimum requirements, and is required to submit firm, fixed unit costs for all services
deliverable under the terms of this solicitation.
2.0 EQUIPMENT
2.1 Contractor shall have available all equipment and material upon arrival at job siteor
have access to all equipment necessary to perform all work outlined in this Agreement.
2.2 Bidders should be able to demonstrate adequate back-up equipment or plan to
allowfor breakdowns.
2.3 All equipment shall be in good repair at all times and be operated by a responsible
employee.
3.0 FLOWER BED MAINTENANCE
3.1 The Contractor is responsible for maintaining the planting beds at Meacham Airport. The
Contractor will be required to perform maintenance bi-weekly from February through
September. Total square footage of flower beds is estimated at 3,250 square feet.
3.1.1 Contractor shall:
3.1.1.1 Cleanup to include removal of all trash, leaves,weeds and apply
weed killer application
3.1.1.2 Remove all weeds/unwanted grasses from concrete and crushed
stone surfaces, and ornamental and ground cover bed.
3.1.1.3 Mulch replacement up to two times per year(as requested).
3.1.1.4 Trim plants as needed.
3.1.1.5 Recommend plant replacement as needed.
3.1.2 Project area shall be broom clean and trash and weed free after completion of
work each week by the Contractor.
3.1.3 Contractor shall not trim with a power trimmer or use mechanical tools that will
damage the drip irrigation.
3.1.4 The Contractor must contact the contract administrator and receive approval for
post-emergent and pre-emergent herbicides treatment prior to allowing the
Contractor to proceed with the application. The use of post-emergent and pre-
emergent herbicides must not kill/destroy desirable vegetation.The Contractor will
be responsible for replacing any vegetation that is destroyed at no additional cost
to the City.
3.1.5 Blowing grass clippings and other debris into the adjoining street or roadway will
not be permitted. Gutters, sidewalks and roadways must provide a clean surface
or the appearance of being swept. This is in accordance with City Code: 12.5-302,
paragraph A:"Anything that is not storm water that goes into storm drain is an illicit
discharge." The Contractor shall preserve and protect public utilities at all times
during flower bed maintenance. Any damage to property or utilities resulting from
the Contractor's work shall be restored at the Contractor's expense.
3.1.6 The flower bed maintenance will be for an estimated 16 cycles peryear.
3.2 DEFINITIONS
3.2.1 FLOWER BED MAINTENANCE PROJECT AREA shall refer to specific
geographic area(s) of the City designated to receive specified maintenance
services.
3.2.2 FLOWER BED MAINTENANCE SCHEDULE shall mean the time periods
established by the City for the maintenance season within which all prescribed
maintenance activities for each area shall be completed. Contractors shall perform
the work bi-weekly, from February through September.
3.2.3 CONTRACT ADMINISTRATOR shall mean the duly authorized representative of
the Aviation who shall monitor the Contractor's performance within the regions
he/she is assigned.
3.2.4 INCLEMENT WEATHER shall mean rainy/wet weather or when the condition of
the soil in flower bed is such that maintenance cannot be accomplished
satisfactorily.
3.2.5 OZONE ACTION DAYS shall refer to the period from May 1st through October
31 st (Ozone Season)of each year, when ozone levels are critical. These days are
determined by the Texas Natural Resource Conservation Commission and are
announced via television, radio, and TX DOT highway information boards.
Contractors are not to use any motorized equipment between the hours of 6 a.m.
and 10 a.m. on these days, unless the equipment uses propane, diesel or
compressed natural gas as a fuel source or meets California Air Resources Board
(CARB) revision #2, standards.
3.2.6 TRIMMING shall refer to the cutting or removal of all plant life adjacent to any fence
line, pole, guy wire, sign, guard rail sidewalk and curb.
3.3 Contractor will use reasonable care to avoid damaging any City or private property,
especially fences, mailboxes, etc. in right-of-ways. If the Contractor's failure to use
reasonable care causes damage to any property, the Contractor shall replace or repair the
damage at no expense to the City. If the Contractor fails or refuses to make such repair or
replacement, the Contractor shall be liable for the cost, which may be deducted from the
Contract Administrator. Debris that falls or is thrown by equipment upon the pavement,
streets, curb and gutters, sidewalks, driveways, or adjacent properties through the action
of the work crew, shall be removed prior to leaving the project area.
3.4 HAZARDOUS CONDITIONS - The Contractor is required to notify the Contract
Administrator immediately of any hazardous conditions and/or damage to city property.
3.5 SUPERVISION OF WORK CREW-Contractor shall provide supervision of all work crews
while performing work under this Agreement. On-site supervision is not required as long
as communication equipment is provided which enables the work crew to communicate
with a project supervisor at all times. Each work crew shall have a designated person on
the work site that has the authority to respond to inquiries about work details or priorities.
3.6 PROTECTION OF FENCES, TREES, PLANTS AND SOIL ON PRIVATE PROPERTY
All property along and adjacent to the Contractor's operations including fences, lawns,
yards, shrubs, trees, etc. shall be preserved or restored after completion of the work to
a condition equal or better than existed prior to start of work. No direct payment will be
madefor this item, and it shall be considered incidental to this Agreement.
3.7 REPORTING COMPLETED WORK AREAS — Contractor will notify the Contract
Administrator when the flower bed maintenance has been completed. This will be
accomplished by email. Notifications will be made the next day following the completion
of the maintenance.
3.8 FLOWER BED MAINTENANCE SCHEDULE
3.8.1 NOTE: FAILURE TO MEET THE CONTRACT REQUIREMENTS ON MORE THAN
ONE OCCASION WITHIN THE PRESCRIBED MAINTENANCE SCHEDULE MAY
RESULT IN THE TERMINATION OF THEAGREEMENT.
3.8.2 The Contract Administrator has the authority to cancel scheduled flower bed
maintenance cycles on a bi-weekly basis. The cancellation will be based upon need,
prevailing weather conditions and available funds.
3.8.3 The Contractor will be notified of any cancellations. The City reserves the right to
perform flower bed maintenance operations during cancelled cycles.
3.8.4 Contractor shall secure all permits and licenses imposed by laws and ordinances,
pay all charges and fees, and give all notices where necessary.
4. TURF MANAGEMENT
4.1. The Contractor is responsible for maintaining the sod at Meacham Airport in accordance with
the three established zones. The Contractor will be required to perform maintenance on an
as-needed basis, determined by the City, to eliminate weeds and other forms of unwanted
vegetation growing in the grass areas. Only pre-established grass species are allowable for
sodding purposes when replacing dead, or missing, patches of grass.
4.2. The Contractor is responsible for maintaining the sod in such a manner to create a uniform
appearance of the pre-established grass through the specified zones.
4.3. The Contractor must contact the contract administrator and receive approval for post-
emergent and pre-emergent herbicides treatment prior to allowing the Contractor to proceed
with the application. The use of post-emergent and pre- emergent herbicides must not
kill/destroy desirable vegetation. The Contractor will be responsible for replacing any
vegetation that is destroyed at no additional cost to the City.
4.4. Square footage for the established zones are estimated to be:
4.4.1. Zone 1 —7,363 ft sq
4.4.2. Zone 2 —8,048 ft sq
4.4.3. Zone 3— 14,860 ft sq
Vendor Services Agreement—Exhibit A Page 14 of 16
EXHIBIT B
PRICE SCHEDULE
Description Quantity Unit Unit Price Extended Price
Bed Maintenance Cycle 16 Ea $ 600.00 $ 9,600.00
10 Cy Muloh 2rt per,ear 2 Ea $ 1,450.00 $ 2,900.00
Description_"AS NEEDED"PLANT REPLACEMENT PRICING Quantity Unit Unit Price Extended Price
Variegated Privet 5 Ea $ 65.00 $ 325.00
Pip's Red Chinese Fringe Flowers 5 Ea $ 78.00 $ 390.00
Japanese Barberry"Conoord" 5 Ea $ 86.00 $ 430.00
Pink Muhly Grass"Regal" 5 Ea $ 42.00 $ 210.00
Dwarf Burford Holly"Dazzler" 5 Ea $ 58.00 $ 290.00
Dwarf Fountain Grass"Little Bunny" 5 Ea $ 42.00 $ 210.00
Amerioan Beautyberry 5 Ea $ 72.00 $ 360.00
Cast Iron Plant 5 Ea $ 30.00 $ 150.00
Japanese Barry"Rose Glow" 5 Ea $ 42.00 $ 210.00
Earth Kind Rose'Seafoam" 5 Ea $ 72.00 $ 360.00
Mondo Grass 5 Ea $ 4.50 $ 22.50
Wild Red Columbine 5 Ea $ 40.00 $ 200.00
New Gold Lantan 5 Ea $ 28.50 $ 142.50
Asian Jasmine 5 Ea $ 4.50 $ 22.50
Commotion Mollie Blanket Flower 5 Ea $ 36.00 $ 180.00
Yaupon Holly Treeform 5 Ea $ 633.00 $ 3,165.00
Zone 1 Turf Management 12 Ea $ 55.00 $ 660.00
Zone 2 Turf Management 12 Ea $ 38.00 $ 456.00
Zone 3 Turf Management 12 jEa $ 48.00 $ 576.00
*EXTENDED PRICE IS ONLY A PROJECTION OF THE TOTAL PROJECTED COST FOR
EACH PARTICULAR SERVICE THROUGHOUT THE ENTIERTY OF THE AGREEMENT
AND NOT AN ACTUAL AMOUNT TO BE BILLED. ALL WORK PERFORMED WILL BE
BILLED ON MONTLY INVOICES PROVIDED BY VENDOR TO CITY BASED ON THE UNIT
PRICES ABOVE.
Vendor Services Agreement-Exhibit B Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
L.A.T.E,LLC.
PO Box 821903
North Richland Hills,TX 76182
Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fair
presentation of the financial statements of individual fluids.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
andtor 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. C
1. Name:
Position:
Ll
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President 1 CEO
Other Title:
Date:
Vendor Services Agreement—Exhibit C Page 16 of 16