HomeMy WebLinkAboutContract 54778 City Secretary Contract No. 54778
FORT WORTH
`44�
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT("Agreement")is made and entered into as of
2 November 2020("Effective Date") by and between the CITY OF FORT WORTH ("City"), a
Texas home rule municipal corporation and SPECTRUM GULF COAST,LLC,("Charter
Communications"or"Charter"),a Delaware limited liability company,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. 5eone_of Services.Relocate existing cable from aerial to underground in order to remove
existing utility pole for new library building(Reby Cary Youth Library)and new driveway.Exhibit"A,"-
Scope of Services more specifically describes the services to be provided hereunder("Services").
2. JUm.This Agreement shall begin on the Effective Date and shall expire on December
31,2021 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term")..
3. QnjggpAjWL. City shall pay Charter an amount not to exceed Eight Thousand Sixteen
Dollars and 681100 Cents($8,016.68)in accordance with the provisions of this Agreement and Exhibit"B,"
Payment Schedule, which is attached hereto and incorporated herein for all purposes. Charter shall not
perform any additional services for the City not specified by this Agreement unless the City requests and
approves in writing the additional costs for such services.City shall not be liable for any additional expenses
of Charter not specified by this Agreement unless City first approves such expenses in writing. City agrees
to pay all invoices of Charter within thirty (30)days of receipt of such invoice.
4. Term'nati n.
4.1. Written Notice. City or Charter may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
OFFICIAL RECORD
Charter Services Agreement CITY SECRETARY Page 1 of 13
FT. WORTH, TX
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 Charter
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..NotwithstandingSections4.1 and 4.2.herein
and in the event that this Agreement is terminated for any reason prior to the Expiration Date, City
shall pay Charter for Services actually rendered up to the effective date of termination and Charter
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, Charter shall provide City with copies of all completed or partially completed documents
documenting the Services provided. In the event Charter has received access to City Information
or data as a requirement to perform Services hereunder, Charter shall return all City provided data
to City in the form in which it was received or other format deemed acceptable to City.
5. Mfid>=of COMM W cow1knulwwMadal.
5.1 Disclosure of Conflicts. Charter hereby warrants to City that Charter has
made full disclosure in writing of any existing or potential conflicts of interest related to Charter's
Services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement of which Charter is aware,Charter hereby agrees immediately to make full
disclosure to City in writing.
5.2 Confidential Information. Subject ID applicable law,both parties agree that they shall
treat all information provided to it by the other party which that party has marked "Confidential"
("Confidential Information") as confidential and shall not disclose any such information to a third
party without the prior written approval of the other party.
5.3 Public Information Act.City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is request for information whichCharterhas marked Confidential
or Proprietary, City shall promptly notify Charter. Subject to applicable law, it will be the
responsibility of Charter to submit reasons objecting to disclosure. A determination on whether
such reasons are sufficient will not be decided by City, but by the Office of the Attorney General
of the State of Texas or by a court of competent jurisdiction.
5.3 Unauthorized Access.Subject to applicable law, both parties shall store and maintain
Confidential Information in a secure manner and shall not allow unauthorized users to access,
modify, delete or otherwise corrupt same in any way. Each party shall notify the other party
immediately if the security or integrity of any Confidential Information has been compromised or
is believed to have been compromised,in which event, the parties shall each, in good faith, use all
commercially reasonable efforts to cooperate with the other party in identifying what Confidential
Information has been accessed by unauthorized means and shall fully cooperate with the other party
to protect such Confidential Information from further unauthorized disclosure.
6. Rieht to Audit.Charter agrees that City shall, 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 Charter involving transactions
relating to this Agreement at no additional cost to City. Charter agrees that City,upon ten(10)days prior
written notice, shall have access during _
Charter Services Agreement Page 2 of 13
normal working hours to all necessary Charter facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section.
7. jpdSpgMIM CaWrSctoC• It is expressly understood and agreed that Charter 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,Charter 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, vendors and subvendors. Charter acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Charter, its officers, agents,
employees,servants, vendors and subvendors.Charter further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Charter.It is further understood that
City shall in no way be considered a Co-employer or a Joint employer of Charter or any officers, agents,
servants,employees or subvendor of Charter.Neither Charter,nor any officers,agents,servants,employees
or subvendor of Charter shall be entitled to any employment benefits from City.Charter 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 subvendor.
g, in�emrification.
CHARTER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND
DEFEND CITY, ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR
LOSS TO CITY'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL
INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN
CONNECTION WITH THIS A GREEMENT,SOLELY TO THE EXTENT DIRECTLY CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CHARTER, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
9.
9.1 Assignment..Charter shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City, except Charter may assign
this Agreement to a wholly owned subsidiary or affiliate without prior consent and approval as long
as such assignee assumes the terms and conditions of this Agreement. Any required consent cannot
be unreasonably withheld. If City grants consent to an assignment, the assignee shall execute a
written agreement with City and Charter under which the assignee agrees to be bound by the duties
and obligations of Charter under this Agreement.
9.2 Subcontract. If City grants consent to a subcontract, sub vendor shall execute a
written agreement with Charter referencing this Agreement under which sub vendor shall agree to
be bound by the duties and obligations of Charter under this Agreement as such duties and
obligations may apply.
10. 12MIMM&Charter 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:
Charter Services Agreement Page 3 of 13
$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 Charter, 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
(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 commercial general 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 City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth,Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
Charter Services Agreement Page 4 of 13
strength and solvency to the satisfaction of Risk Management.If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
W Certificates of Insurance evidencing that Charter has obtained all required
insurance shall be delivered to the City prior to Charter proceeding with anywork
pursuant to this Agreement.
11. ComWc__3dM lam Qr jpgalm$Wo nd RaWagam.Charter 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
Charter of any violation of such laws, ordinances, rules or regulations, Charter shall immediately desist
from and correct the violation.
12. Na- 140 Sr XU=.Charter,as part of the consideration herein,agrees that in
the performance of Charter'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
CHARTER, CHARTER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES,
CHARTER 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 United States Mail,registered,return receipt requested,
addressed as follows:
PTo CITY: To CHARTER:
City of Fort Worth Charter Communications
Attn: Assistant City Manager for IT Attn: Gordon Harp,Area Vice President,Field Operations '
200 Texas Street 750 Canyon Drive #500W
Fort Worth,TX 76102-6314 Coppell,TX 75019 _
Facsimile: (817) 392-8654
with a copy to:
Charter Communications
12405 Powerscourt Drive
St. Louis,MO 63131
Attn: Legal Operations
With copy to Fort Worth City Attorney's Office at
same address
14. SoliciUdjgn of_Emolnveec. Neither City nor Charter 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.
Charter Services Agreement y Page 5 of 13
15. GQygnmgnW Pa]=.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. lg 3YAinr..The failure of City or Charter 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
Charter's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing.LaRLY 1M.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, isbrought 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. SMrs iiiity 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. Ea=jajgurg.City and Charter 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 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. Amend ts./ Modifications,/_Extensions, No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Atyreement, This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Charter, 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. 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, Charter warrants that its Services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the Services are completed. In such event, if the parties
are unable to agree on a remedy, at Charter's option, Charter 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
b_c-City.to Charter for tlm na=Qnf maim S.erYi=.
Charter Services Agreement Page 6 of 13
26. Charter 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,Charter shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Charter 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 Charter employee who is not legally eligible to
perform such services. CHARTER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY CHARTER, CHARTER'S EMPLOYEES, SUBCONTRACTORS, AGENTS,
OR LICENSEES. City, upon written notice to Charter, shall have the right to immediately terminate this
Agreement for violations of this provision by Charter.
27. Q r�ff1hW.�d.WArk_Prnduct, 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 and delivered to City by Charter (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, Charter 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.
29. Signature uthnri v,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 Charter 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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(sign attire page follows)
Charter Services Agreement Page 7 of 13
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
111 responsible for the monitoring and administration of
this contract, including ensuring all performance and
Dana Burghdoff(N z,zozo i:socs�
By' reporting requirements.
Name: Dana Burglidoff
Title: Assistant City Manager
Date: By: ,v -Ovv .
Name: Brian R.Glass
APPROVAL RECOMMENDED: Title: Architectural Services Manager
APPROVED AS TO FORM AND LEGALITY:
ste✓e coolke
By: Steve Cooke(Oct 21,202016:49 CDT)
Name: Steve Cooke
Title: Director, Property Management Depart. By: trong(Nov 1,202015:5 T)
4aavonngIl Name: 61ohn B. Strong
oar
ATTEST: 0F F oo.o.
p�oo 00' Title: Assistant City Attorney
C� `.10
Pvo o=d
°oQ o, *�° CONTRACT AUTHORIZATION:
� a2,Peapsada M&C: Not Required
By:
Name: Mary J.Kayser
Title: City Secretary
SPECTRUM GULF COAST, LIX
B Charter Con ations, `y; ���,rfii' • �i;., Its Manager:
By:
Gordon Har
Area Vice President,Field Operations
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Charter Services Agreement Page 10 of 13
SMEEDI.SERVICES
Fees—Agreement Exhibit A Page 11 of 13
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EXHM11.A
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17M1 ISA9 59038
15M2 035M $1634
17M1 369.10 5969.10
17M1 836 SM
17M1 180 $ISOAO
17M1 0.7669 51. IMS
17MI 23.57 SWI
ISLUt2 201.7.1 SIOI.75
17M1 3A22 S6AR
I7M1 133 $738
2 15Li 105 8210A0
2 15u 56 $112.00
IN Mz 7 5700A0
3a 15L2 4.59 $137.70
too 15L2 0.2 S160A0
200 15L2 am $1,776A0
4ae I= 0.22 S97M
U4 16L2 0AS $SLAG
300 I5L1 OM $129AO
2 sL1 25 $50.00
48 8[2 IGS Sees oo
i 15L2 60 S60AO
1 T IM 250 $250A0
Sit 250 S25oAo
2 75L7 782.5 �.165.00
Charter Services Agreement—Exhibit B Page 12 or 13
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Spectrum Gulf Coast, LLC and to execute
any agreement,amendment or change order on behalf of Spectrum Gulf Coast,LLC.Such binding authority
has been granted by proper order,resolution,ordinance or other authorization of Spectrum Gulf Coast,LLC.
City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any
agreement or amendment with Spectrum Gulf Coast, LLC. Spectrum Gulf Coast, LLC 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 Spectrum Gulf Coast,LLC.
1. Name: Gordon Harp
Position: Area Vice President,Field Operations
Name:
Signature of President/CEO
Other Title: _
Date:
CGi1�2, d�
Charter Services Agreement—Exhibit C Page 13 of 13
i
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CERTWCATE OF INCUMBENCY
The undaslped, being the duly eleaW sad qualified vice President, Am oviste Gmaml
Coutmi,and Assimtant Cotpumts Secretary of Charter Communloatione,lac.,a Deb*=corporation
(to "CaVaay"), MaoW of'peamm (lull Coot. LLC, a Debwa a limited Habflity compmay
a WW W ly lmowa m Time Wmmer Cable Ta LLC,hereby eesdf m that the pmma namm+d below is the
duly elected aad qualified imumbeat of rise affin set toth below opposite bie oarme a of*e date haa4
ad the dpatm met tip►below opposite his now is the genulae Wpahe of such iacambeM The
un I -dped i n*a oe dit paasoaa ommed below is duly sutlmtiaed to @note conbub and other
inwa mats with respeat to the mensgement of the busineae mmd the aMm of Speabu®O&Coast,LLC
and the Compmy:
Oliver Gordon Hasp Area Vice PwaideA Field OperWom
iXV WIT NM WHBRBOF, the amdmiped bes hereunto set his bad this'14,- day of
2020.
" _
°al J.eon --
i President,Associs (humid
el and Assistant Corporate Searetary