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HomeMy WebLinkAboutContract 58412 CSC No. 58412 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 and, Rangeline Pipeline Services, LLC ("Vendor"), a Texas Corporation, and acting by and through its duly authorized representative, each individually referred to as a"party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: This Ag ee t.�nit —d up ortin uments shall include the following: rl. xi cope ervices; 2. Exhibit B—Price Schedule; 3. Exhibit C—Verification of Signature Authority Form and; 4. Exhibit D—Insurance Requirements. Exhibits A, B, C and D, 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 service to install 16" DIP valve insertion. Exhibit"A," - Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on the Effective Date,as established herein,and shall expire one year after completion of the Services,unless terminated earlier in accordance with this Agreement. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"—Price Schedule. Total payment made under this Agreement shall be in the amount of Twelve Thousand, Two Hundred-Twenty Three Dollars($12,223.00). 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. 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. OFFICIAL RECORD Vendor Services Agreement(Rev.9.07.21) CITY SECRETARY Page 1 of 13 FT. WORTH, TX 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 OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION-VENDOR HEREBY COVENANTSANDAGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINSTANYANDALL 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 RESULTINGLOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING 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 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, 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 Vendor Services Agreement(Rev.9.07.21) Page 3 of 13 To CITY: To VENDOR: City of Fort Worth Rangeline Pipeline Services,LLC Attn: Dana Burgdoff,Assistant City Manager 1150 Blue Mound Rd West Suite 301 200 Texas Street Haslet,Texas 76052 Fort Worth,TX 76 1 02-63 1 4 Facsimile:(817)392-8654 Facsimile: 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. 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: acts of the Vendor Services Agreement(Rev.9.07.21) Page 5 of 13 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. 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 unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Vendor has 10 or more full time-employees and the contract value is S100,000 or more,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 if Vendor Services Agreement(Rev.9.07.21) Page 7 of 13 ACCEPTED AND AGREED: CITY OF FORT WORTH: tVEDOR: Dana Burandof± Dana Burghdoff(gov8,202212:46 CST) By: Name: Dana Burgdoff By: Name: Sam a Wilson Title: Assistant City Manager Title: Operations Manager Date: Date: 44 APPROVAL RECOMMENDED: chrisfapher Bard r By: Christopher Harder(Nov 7,202211:00 CST) Name: Chris Harder,PE �444�n4�� Title: Water Director p�F FOR7- Z o 00 °1?0 ATTEST: o PPd* lo �`� b daub nEXASoAp ��ette OOGt'GG By: Janette S.Gc _t(Nov 9,202211:48 CST) Name: Jannette Goodall Title: City Secretary APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By: D$lack(Nbv8,202212:32csr) this contract,including ensuring all performance and Name: Doug Black reporting requirements. Title: Sr.Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A By: Req� fi6w DATE: Name: Regina Jones 1295: N/A Title: Contract Compliance Specialist OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement(Rev.9.07.21) Page 9 of 13 EXHIBIT B PRICE SCHEDULE i Vendor Services Agreement—Exhibit B(Rev.9.07.21) Page 11 of 13 RANGELINE CONCRETE PIPE SERVICE EXPERTS Additional charges may be added for ID badges, security check-in or job postponements due to site events. Above costs do not include office expense for extensive contract agreements. Sub-Contract agreements(when required)must be received by Rangeline Pipeline Services,LLC prior to starting work. Rangeline will not be responsible for meeting any requirements stated in a Sub-Contract agreement after the proposed work has begun. Certificates of insurance with contractor as a certificate holder can be provided at no cost. Adding contractor as additional insured cannot be done unless we have a written contract with your company.Coverage required above the limits of our policy is not included. Quotation is valid for 31 days. No retainage allowed. If you have any questions,please feel free to contact our sales team in your region listed below: Operations Manager Scheduling Coordinator Samantha Wilson Heather Rockey (909) 991-4635 samantha(@ran.zeline.com _(682) 250-2153 hrockeyCEDrangeline com South Central Regional Sales Manager Product Line Manager Monty Harrup Ken Beul (940)-304-7948 mon ran eline.com (817) 247-7723 ken rangeline com Thank you for the opportunity to quote your project! Please visit our "NEW" website at www.rangeline.com Rangeline Pipeline Services, LLC. Main Office + (682) 250-2153 1150 Blue Mound Rd West Suite 301 Haslet, TX 76052 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY 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:3r✓ fflounthcL WtLsvl Po n: ()�iCPL am(ocw-r Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Si tore of President/CEO Other Title: Date: Vendor Services Agreement- Exhibit C(Rev.9.o721) Page 12 of 13 ATTACHMENT B VENDOR CONTACT INFORMATION Vendor's Name: rp' 'fIZ >C L-., Vendor's Local Address: d — �r 76U Phone: (0$ -kQ- 15 3 Fax: Email:�G�f`flQ(1a. (o��('[i��a2�tYtQ.-Cot'Yt Main Point of Contact: rn Name/Title SQ m(},�}.l a �}\�,t sLn 1 on�1 e 1! an °(_ Phone: (fia-460-M6.5 Fax:(o -a15y Email: Suy)ad. A V,Q o fn Back-Up Point of Contact: Namerritle ` P_QA`r\o �c3CY 2�! =�c�ty�►rn>�k to. ,Y�Rs'�iS�an� Phone: - 50- Fax: Ul�og-A60-SIA6q Email: W('oa&- ,j e NY\2 . a Name of persons to contact when requesting services or billing questions: Name/Title_ X3ffi a1RA_ Phone: Fax: Email: Will your company accept P-card payments?_jL/ yes no W f 0. 3�0 F-e-r— By signing this page, the Vendor confirms that the people listed above will serve as the point of contact for the City of Fort Worth. The Vendor shall notify the City as soon as possible of any changes made to the contact list. 8U ' Signature Printed Name Date