Loading...
HomeMy WebLinkAboutContract 47195 (2)4Ctfli1d�1RETARY RECEIVED CONTRACT NO. q q5 NOV -32015 CITY OF FORT WORTH MASTER SERVICES AGREEMENT CITY SECRETARY BENEPLACE, INC. This MASTER SERVICES AGREEMENT - EMPLOVEE DISCOUNT PROGRAM ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and BENEPLACE, INC. ("Contractor"), a Texas corporation acting by and through its duly authorized President, each individually a "Party" and collectively known as the "Parties." RECITALS The City and Contractor agree that the following statements dire true and correct and constitute the basis on which they have entered into this Agreement. WHEREAS, in 2013 following a competitive sealed proposal process, the City of Austin, Texas ("Austin") entered into an agreement with Contractor to provide an Employee Discount Program, that agreement being City of Austin Contract MA 5800 NA130000060 (the ."Austin Contract"); and 'WHEREAS, under the terms of the Austin Contract as stated in Amendment No. 3 on July 12, 2015, Contractor agreed to extend its prices and services to entities that have a joint purchasing interlocal cooperation agreement with Austin; and WHEREAS, since 2015, City and Austin have been parties to a joint purchasing interlocal cooperation agreement; and WHEREAS, City and Contractor wish to enter into an agreement for Contractor to provide City with an Employee Discount Program ("Project") on the same terms and conditions as the Austin Contract; and NOW, THEREFORE, for and in consideration of the premises outlined above and the mutual covenants contained herein, City and Contractor do hereby agi;ee as follows: AGREEMENT I. CONTRACT DOCUMENTS: PRIORITY. The relationship between the City and Contractor shall be governed by the following documents (each a "Contract Document," collectively the "Contract Documents"), all of which together constitute a single contract: 1. This Master Services Agreement 2. Exhibit One — Contract between the City of Austin and Contractor, including all exhibits and attachments thereto (collectively the "Austin Contract") 3. Exhibit Two — Conflict of Interest Documentation The Contract Documents listed as exhibits are attached hereto and incorporated herein for all purposes as though they were set forth at length. In the event and to the extent of any inconsistency between two or more Contract Documents, the documents will be interpreted in the order of the priority listed above, beginning with this Agreement and continuing with the exhibits. Any documents subsequently incorporated by amendment will be prioritized consistently with the foregoing. Master Services Agreement — CFW and Beneplace, Inc. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 5 II. SCOPE OF SERVICES. Contractor hereby agrees, with good faith and due diligence, to provide City with the services defined and described herein and in the Austin Contract, its attachments, and exhibits, subject to such modifications as are made and agreed to in this Master Services Agreement. III. MODIFICATIONS TO AUSTIN CONTRACT. To the extent terms defined in this Master Services Agreement are assigned a different meaning than in the Austin Contract, the definitions assigned herein shall govern, notwithstanding any language in the Austin Contract to the contrary. In construing and applying the Austin Contract to the transaction between City and Contractor, all such terms, including, but not limited to, "City," "Contractor," and `Plan," shall be read and interpreted in accordance with the definitions assigned in this Master Services Agreement. Beneplace, Inc. is referred to as "the Contractor' in this Agreement. In the event that an acquisition, merger, or sale of substantially all of the assets of a Party shall result in the assignment or transfer of any rights or obijgations under this Agreement as described in Section 3.10, entitled "Significant Event" of the Austin Contract, the Party that is the subject of such acquisition, merger, or sale shall provide the other Party with written notice of the assignment or transfer as soon as i easonably possible. 2. The parties wish to provide for a contract term that is different than the one in effect for the Austin Contract. Therefore, Section 1.4 of the Austin Contract, `Term of Contract,' shall not apply as between the parties, and the following provision shall apply instead: 1.4 Term of Contract. This Agreement shall govern the parties' obligations with respect to all services provided for a two-year period, beginning January 1, 2015, and expiring December 31, 2017 (the `Initial Term"), unless terminated earlier in accordance with Section 27 "Termination For Cause" and Section 28 "Termination Without Cause" as stated in Section 0300, Standard Purchase Terms and Conditions of the Austin Contract. After the Initial Term, this Agreement may be extended thereafter for up to three (3) one- year extensions at the City's option. 3. Notwithstanding anything to the contrary in the Austin Contract, notice to the City and Contractor shall be made to the addresses listed below or to such other address as either Party may specify in writing: To: THE CITY: City of Fort Worth Attn: Assistant City Manager for HR Attn Susan Alanis 1000 Throckmorton Street Fort Worth, Texas 76102 With Copy to the City Attorney at same address. IV. LAW AND VENUE. To: CONTRACTOR: Beneplace, Inc. Attn: George Parsons Pr esident 9020 N. Capital of Texas Highway Austin, Texas 78759 This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent Master Services Agreement — CFW and Beneplace, Inc. Page 2 of 5 jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, the City objects to such terms and any such terms are hereby deleted from this Agreement and shall have no force or effect. V. CONFIDENTIAL AND PROPRIETARY INFORMATION. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, of methodologies unless the Parties have executed a separate written agreement with respect thereto. Consultant, for itself and its officers, agents, servants, employees and subcontractors, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. Notwithstanding the foregoing, Consultant understands and agrees that the City is a public entity under the laws of the State of Texas, and as such is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that, under the Act the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from the Consultant and 2) information held by the Consultant for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of Consultant's proprietary information under the Act or by any other legal process, 'law, rule, or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as ` Proprietary / Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. VI. LIABILITY AND IDEMNIFICATION. Contractor 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 contractor, its officers, agents, servants or employees. Contractor covenants and agrees to and does hereby, indemnify, hold harmless and defend the City, its officers, agents, servants and employees, from and'against any and all claims or lawsuits for either property damage or loss (including alleged damage; or loss to Contractor's business and any resulting lost profits) and/or personal injury including death, to any and all persons, of any kind or character, whether real or asserted, arising out of or in connection with this agreement, to the extent caused by the negligent acts or omissions or malfeasance of Contractor, its officers, agents, servants or employees. To the extent the Austin Contract requires the City to ,indemnify or hold Contractor or any third party harmless from damages of any kind or character, the, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Master Services Agreement — CFW and Beneplace, Inc. Page 3 of 5 VII. SOVEREIGN IMMUNITY. Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent this Agreement requites the City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. VIII. DISCLOSURE OF CONFLICTS. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, Consultant hereby agi ees to make full disclosure to the City in writing immediately upon learning of such conflict IX. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. X. COUNTERPARTS: ELECTRONICALLY REPRODUCED SIGNATURE This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Executed signature pages may be transmitted by facsimile or e-mail, and any such electronically reproduced signature shall have the same legal effect as an original. XL ENTIRETY OF AGREEMENT: AMENDMENT. This written instrument (together will all attachments, exhibits;, schedules, and appendices) constitutes the entire understanding between the patties concerning the work find seivices to be performed hereunder, and any prior or contemporaneous, oral or written agreement that put ports to vary from the terms hereof shall be void. Notwithstanding anything in any Contract Document to the contrary, this Agreement and the other Conti act Documents may only be amended via written instrument signed by both parties and dated after the execution date of this Agreement, provided, however that the parties agree that any applicable changes in local, state or federal laws, rules or regulations that may occur during the term of this Agreement shall be automatically incorporated into this Agreement without written amendment heteto and shall become part hereof as of the effective date of the law, rule, or regulation. SIGNATURE PAGE TO FOLLOW Master Services Agreement — CFW and Beneplace, Inc. Page 4 of 5 of Agreement WITNESS WHEREOF, the parties hereto have executed this g reement in multiples this 3e49 day • • CITY OFJ RT WORTH: BENEPL • CE, INC. By: By: Su n Alanis George P r rsons assistant City Manager M n er President Date: fa<),/ , . r. Date: ATTEST: By: Mar hi. ; ser City ecr-tary APPROVED A By: Otr r TO FORM AND LEGALITY: Guillermo (Will) Trevino Assistant City Attorney Contract Authorization: NO M&C REQUIRED • • r • «/14/ I S OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX Master Services Agreement — CFW and Beneplace, Inc. Page 5 of 5 EXHIBIT ONE City of Austin Financial and Administrative Services Department Purchasing Office P. O. Box I 088, Austin, 'IN 78767 1/8/2013 Beneplace, Inc. 9020 N Capital of Texas I-Iwy, Bldg 2, Ste 200 Austin, IN 78759 Re: Solicitation No. RFP JSD 0128 (512) 974 2500 The Purchasing Office has approved the execution of a contract with your company for the above-relercnced item as follows: Responsible Department: i Department Contact Person: Department Contact Email Address: Department Contact Telephone: Project Name: Contractor Name: Contract Number: Contract Period: Dollar Amount Extension Options: Requisition Number: Solicitation Number: Agenda Item Number: Council Approval Date: Human Resources Anitra Jones anitra.)ones@austintexas.env, (5121 974-3448 Employee Discount Program Beneplacc Inc. MA-5800--NA 13(XX)0060 2/1/2(113— 1/31/2014 Revenue/Cost Neutral d-12 month ROM 5800 12061500415 RFP ISD0128 N/A N/A Thank you for your inicrest in doing business with the City of Austin. 1f you have any questions tegardmg this contract, please contact me at (5121 97 #-2021 Sincerely, Jeff Dilberi, CPSM, CPSD. Corporate Purchasing Manager Purchasing Office Finance and Administrative Services Department Enclosure lla-i u1 Irr•li 1r IIIIfI reyr; -, ,.,urn r,;,�,41,r Jill lilt Iwen.rnr. rurli;h „,, iru.‘ Ir FSn f olieliele et,,,Jrlt 41114714.. „nd IV! erf,n., rn,.wr,u ti rtla-111+❑I1161'l,r r.i,., l/t�,a, r.ur,% Pi Master Services Agreement — CFW and Beneplace, Inc. Page 1 of 3 CONTRACT BETWEEN THE CITY OF AUSTIN ("City") AND Beneplace, Inc. ("Contractor") for Employee Discount program MA 5800 NA130000060 The City accepts the Contractor's Offer (as referenced in Section 1.1.3 below) for the above requirement and enters into the following Contract. This Contract is between Beneplace, Inc., having offices at Austin, TX 78759 and the City, a home - rule municipality incorporated by the State of Texas and is effective as of the date executed by the City ("Effective Date") Capitalized terms used but not defined herein have the meanings given them in Solicitation Number JSD0128. 1.1 This Contract Is composed of the following documents: 1.1.1 This Contract 1 1 2 The City's Solicitation, Request for Proposal (RFP), JSD0128 including all documents incorporated by reference 1.1,3 Beneplace, Inc., Offer, dated 7/16/2012, including subsequent clarifications 1.2 Order of Precedence. Any inconsistency or conflict in the Contract documents shall be resolved by giving precedence in the following order: 1.2.1 This Contract 1.2 2 The City's Solicitation as referenced in Section 1,1.2, including all documents incorporated by reference 1.2.3 The Contractor's Offer as referenced in Section 1.1.3, including subsequent clarifications 1.3 Quantity of Work. There is no guaranteed quantity of work for the period of the Contract and there are no minimum order quantities. Work will be on an as needed basis as specified by the City for each Delivery Order. 1.4 Term of Contract. The Contract will be in effect for an initial term of twelve (12) months effective 2/1/2013, and may be extended thereafter for up to tour (4) twelve (12) month extension option(s) subject to the approval of the Contractor and the City Purchasing Officer or his designee. See the Term of Contract provision in Section 0400 for additional Contract requirements. 1 .5Compensation. The Contractor shall be paid a total Not -to -Exceed amount of $0.00 for the initial Contract term and $0.00 for each extension option as indicated in the Proposal. This is a revenue/cost neutral contract. The City neither pays for nor receives any revenue as a result of this contract This Contract (including any Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Contract and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. This Contract may be MA r800 NAi30000060 1 Master Services Agreement — CFW and Beneplace, Inc. Page 2 of 3 altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties. In witness whereof, the City has caused a duly authorized representative to execute this Contract on the date set forth below. CITY OF AUSTIN Printed Name of Authorized Person: Jeff Dilbert Signature: Title: Date Corporate Purchasing Manager 1/8/2013 Additional vines to be rrrlded Master Services Agreement — CFW and Beneplace, Inc. Page 3 of 3 EXHIBIT TWO CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local Bove► nmental entity This questionnaire is being filed in accordance with chapter 176 of the Local OFFICE USE ONLY Government Code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the'date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1. Name of person doing business with local governmental entity. 2. FORM CIQ Date Received Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appiopriate filing althorn) not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3. Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the Local governmental entity with respect to expenditure of money. 4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. Master Services Agreement — CFW and Beneplace, Inc. - Exhibit Two Page 1 of 2 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity Page 2 5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the answer to A, B, or C is YES.) This section, item 5 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? Yes U No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? Yes ■ No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer o► director, o► holds an ownership of 10 peicent or more? Yes lJ No D. Describe each affiliation or business relationship. 6. Describe any other affiliation or business relationship that might cause a conflict of interest. 7. Signature of person doing business with the governmental entity Date Master Services Agreement — CFW and Beneplace, Inc. - Exhibit Two Page 2 of 2