HomeMy WebLinkAboutContract 53881 `ECEIV Purchase Contract - Terms and Conditions CSC No.53881
MA -7EMERGENCY/AFTER-HOURS NUMBERS
CITY° rORr Wo T11 Dallas 972-602-3303 Houston 713-231-7375
CIA,
ln ZCREW?!, San Antonio 210-298-8888 Austin 512-821-1994
1. For purposes of this purchase contract Seller is Peerless Events Et Tents LLC. Buyer is the City of Fort
Worth, a home-rule municipality existing in the state of Texas.
2. Seller shall provide Buyer two 40ft by 40ft tents, complete with all hardware and coverings
("Equipment"). Seller shall also ship, deliver, and set up the two tents at J.P. Elder Middle School
located at 709 NW 215t Street, Fort Worth, Texas 76164 ("Location") no later than 5:00 pm on
Wednesday, May 6", 2020.
3. PAYMENT
a. Buyer agrees to pay Seller $42,620.00 for the purchase of the Equipment and Services prior to delivery
and acceptance of the Equipment. This fee shall be inclusive of all costs related to the purchase of the
Equipment and Services at the Location. Seller will not provide any additional items or bill for
expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in
writing the additional costs for such Equipment. Buyer will not be liable for any additional expenses of
Seller not specified by this Agreement unless Buyer first approves such expenses in writing.
b. Buyer shall have twenty-four hours after delivery and set-up to inspect the Equipment to ensure that
all parts are included and in working condition and conform to the Equipment ordered. In the event
that any part is missing or is damaged or otherwise unacceptable to Buyer, Buyer shall notify Seller as
soon as practicable but no later than the time period prescribed herein. Seller will be responsible for
all charges for the return of any Equipment rejected as being damaged or nonconforming.
c. In the event that Buyer has paid for equipment that is rejected as nonconforming or damaged, Seller
shall refund the full amounts paid for that Equipment to Buyer within thirty days of notice from the
Buyer that it does not accept the Equipment. Refunds may be sent by check to the address in the
notice provision below.
d. Payment will be made by ACH. Seller must sign up as a Seller in the Buyer's PeopleSoft Purchasing
System prior to payment.
4. The title and risk of loss of the Equipment will not pass to Buyer until Buyer actually receives and takes
possession of the Equipment at the point or points of delivery after set-up, inspection, and acceptance of the
Equipment. The place of delivery shall be J.P Elder Middle School, 709 NW 215t Street, Fort Worth, Texas
76164.
5. Neither party shall be responsible for the actions of the other, including any employees, agents,
subcontractors, or representatives. SELLER 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 SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
6. In the event that any causes of action are brought against Buyer for acts, omissions, or negligence of Seller
or any employee, agent, subcontractor, or representative of Seller, SELLER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT IT'S OWN EXPENSE, BUYER AND ITS
OFFICERS, AGENTS, EMPLOYEES, AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL CLAIMS,
JUDGEMENTS, ACTIONS CAUSES OF ACTION, LOSSES, FEES, DEMANDS, DAMAGES, LIABILITIES, AND SUITS
OF ANY KIND OR NATURE.
7. Seller shall verify the identity and employment eligibility of its employees who perform work under this i
Agreement, including completing the Employment Eligibility Verification Form (1-9). kjpon request byyBuye ,
Seller shall provide Buyer with copies of all 1-9 forms and supporting eligibility documentation for-each
employee who performs work under this Agreement. Seller shall adhere to all Federal and State,Laws as woll
as establish appropriate procedures and controls so that no services will be performed by any Seller
employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD
BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon
written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this
provision by Seller.
8. FORCE MAJEURE: Neither party will not be deemed in default of this Purchase Contract to the extent that
performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any
act of God, fire, natural disaster, accident, act of government, labor disturbances, shortages of material,
supplies or utilities, unavailability of transportation, acts or omissions of third parties or any other cause
beyond the control of Lessor.
9. This Agreement will be governed by 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 will lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division.
10. Under no circumstances will either party be liable for any indirect, special, incidental, punitive, exemplary
or consequential damages or lost profits, sales, revenues, time or other losses of the other party arising out
of this rental contract.
11. Seller warrants that the Equipment furnished will conform to the manufacturer's specifications, drawings,
and descriptions, and the sample(s) furnished by Seller, if any. All warranties made by the manufacturer
shall be extended to the Buyer through this Agreement. Seller warrants that its services will be of a
professional quality and conform to generally prevailing industry standards.
12. Termination for Convenience. This Agreement may be terminated for convenience by Buyer, subject to
written notice submitted at least two (2) calendar days before delivery of the Equipment. In the event that
this Agreement is used for multiple purchases, either Party may terminate this Agreement for any reason and
without any liability by providing twenty (20) days' notice prior to the date of termination.
13. Seller agrees that Buyer will, until the expiration of three (3) years after final payment under this Agreement,
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 Seller involving transactions relating to this Agreement at no additional
cost to Buyer. Seller agrees that Buyer will have access during normal working hours to all necessary Seller
facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. Buyer will give Seller reasonable advance notice of intended audits.
14. It is understood and agreed that, by execution of this Agreement, Buyer does not waive or surrender any of its
governmental powers or immunities. 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 will not be employed in the interpretation of this Agreement.
15. Notices. Notices required pursuant to the provisions of this Agreement will 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 Buyer: To Seller:
City of Fort Worth Peerless Events&Tents LLC
Attn: City Manager Will Wright,CEO Title
200 Texas Street 4201 Supply Court Suite 200
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654 Facsimile:
With copy to Fort Worth City Attorney's
Office at same address
16. It is expressly understood and agreed that Seller 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
Buyer. Subject to and in accordance with the conditions and provisions of this Agreement, Seller 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. Seller
acknowledges that the doctrine of respondeat superior shall not apply as between Buyer, its officers,
agents, servants and employees, and Seller, its officers, agents, employees, servants, contractors and
subcontractor. Seller further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between Buyer and Seller. It is further understood that Buyer shall in no way be
considered a Co-employer or a Joint employer of Seller or any officers, agents, servants, employees or
subcontractors of Seller. Neither Seller, nor any officers, agents, servants, employees or subcontractor of
Seller shall be entitled to any employment benefits from Buyer. Seller 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.
17. INSURANCE.
Seller shall provide Buyer 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:
16.1 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 Seller, 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
16.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured
thereon,as its interests may appear. The term Buyer 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
Buyer.
(c) A minimum of Thirty(30) days' notice of cancellation or reduction in limits of coverage shall be provided to
Buyer. 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 Buyer to request required insurance documentation shall not constitute a waiver of
the insurance requirement.
(f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the
Buyer prior to Seller proceeding with any work pursuant to this Agreement.
18. Seller 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.
The undersigned (or the party executing this Rental Contract by electronic signature) has carefully read the Contract
and agrees to ALL terms and conditions and hereby represents that he or she has authority to sign this Agreement and
bind his or her respective party. Only what is in writing is binding
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
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
By:Valerie Washington(May6,2020) of this contract,including ensuring all performance
Name: Valerie Washington and reporting requirements.
Title: Assistant City Manager
Date: 12020 n
By: Mark Rauscher(May 5,2020)
APPROVAL RECOMMENDED: Name: Mark Rauscher
Title: Assistant Fire Director
APPROVED AS TO FORM AND LEGALITY:
By: ARfis Davis(May 5,2020) ✓
Name: Chief James Davis ' Nt � �"• .
Title: Fire Chief
�. By: J0 Pate(Ma 6, 020)y
p
ATTEST: Name: Jo Ann Pate
Title: Assistant City Attorney 11
CONTRACT AUTHORIZATION:
By: M&C: No M&C required
Name: Mary Kayser
Title: City Secretary
rFT.
ICIAL, RECORD
PEERLESS EVENTS&TENTS LLC, Y SECRETARY
WORTH, TX
Peerless Events Et Tents LLC,
By ...�-----
N
Title:
Date: May 5 ,2020
i
OFFICIAL RECORD
CITY SECRETARY
T WORTH,TX