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HomeMy WebLinkAboutContract 57341 CSC No. 57341 FORT 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 DBT TRANSPORTATION SERVICES LLC ("Vendor"), a domestic 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. Scope of Services. Vendor shall provide, install, train City employees, and provide technical support on the initial set-up of the Air Traffic Communications equipment("Equipment")for the City of Fort Worth on the communications tower at Fort Worth Spinks Airport ("Services"). Exhibit"A," - Scope of Services more specifically describes the Services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on September 30, 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). 3. Compensation. City shall pay Vendor an amount not to exceed One Hundred Sixty-Six Thousand, Three Hundred Twenty-One Dollars and Zero Cents ($166,321.00) which will be paid, in its entirety, upon installation of all equipment under the Agreement and completion of all training to the respective City employees on the operation and use of the Equipment in accordance with the provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all purposes.Vendor 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 Vendor not specified by this Agreement unless City first approves such expenses in writing.City agrees to pay all invoices of Vendor within thirty(30)days of receipt of such invoice. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Vendor Services Agreement Page 1 of 17 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 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 a request for information marked Confidential or Proprietary,City shall promptly notify Seller.It will be the responsibility of Seller 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.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. Rieht to Audit. Vendor 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, Vendor Services Agreement Page 2 of 17 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. 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,contractors 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,contractors 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 AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND 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 Vendor Services Agreement Page 3 of 17 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 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, subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor 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. Vendor Services Agreement Page 4 of 17 (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 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. Vendor Services Agreement Page 5 of 17 (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. 11. Price Warranty on Equipment. The price to be paid by City shall be that contained in Vendor's proposals which Vendor warrants to be no higher than Vendor's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Vendor breaches this warranty, the prices of the items shall be reduced to the prices contained in Vendor's proposals, or in the alternative upon City's option, City shall have the right to cancel this contract without any liability to Vendor for breach or for Vendor's actual expense. Such remedies are in addition to and not in lieu of any other remedies which City may have in law or equity. Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Vendor for the purpose of securing business.For breach or violation of this warranty,City shall have the right,in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct from the contract price such commission percentage,brokerage or contingent fee,or otherwise to recover the full amount thereof. 12. Product Warranty on Equipment. Vendor shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of City.Vendor warrants that the goods furnished will conform to City's specifications,drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Vendor, if any. In the event of a conflict between City's specifications,drawings,and descriptions,City's specifications shall govern. 13. Safety Warranty. Vendor warrants that the Equipment and other products sold to City shall conform to the standards promulgated by the U.S.Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, City may return the product for correction or replacement at Vendor's expense. In the event Vendor fails to make appropriate correction within a reasonable time,any correction made by City will be at Vendor's expense. Where no correction is or can be made, Vendor shall refund all monies received for such goods within thirty(30)days after request is made by City in writing and received by Vendor.Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 14. SOFTWARE LICENSE TO VENDOR. If this purchase includes the license of software products and/or services, and unless otherwise agreed, Vendor hereby grants to City, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Vendor, and is licensed and provided to the City for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Vendor;however City may make copies of the software expressly for backup purposes. 15. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY The VENDOR warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the Vendor Services Agreement Page 6 of 17 "Deliverables,") do not infringe upon or violate any patent, copyrights,trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. VENDOR shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of,or in any way connected with providing the services,or the City's continued use of the Deliverable(s) hereunder; 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 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; and The representations,warranties, and covenants of the parties contained in section 11 through 14 of this Agreement will survive the termination and/or expiration of this Agreement. 16. Compliance with Laws,Ordinances,Rules and Reeulations. 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. Vendor Services Agreement Page 7 of 17 17. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors 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, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 18. 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: To CITY: To VENDOR: City of Fort Worth DBT Transportation Services,LLC Attn: Assistant City Manager Attn: Mike Trosclair, Sales Manager 200 Texas Street 2655 Crescent Drive, Suite A-1 Fort Worth,TX 76102-6314 Lafayette,CO 80026 Facsimile: (817) 392-8654 Facsimile: 970-237-3541 With copy to Fort Worth City Attorney's Office at same address 19. 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. 20. 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. 21. 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. 22. 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. 23. 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. Vendor Services Agreement Page 8 of 17 24. Force Maieure. 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. 25. 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. 26. 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. 27. 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. 28. 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. 29. 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. 30. Warranty of Services. Vendor 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, 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. 31. 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. 32. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, Vendor Services Agreement Page 9 of 17 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. 33. 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. 34. 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. 35. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. 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,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:(1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. 36. 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 Vendor Services Agreement Page 10 of 17 term of this Agreement. 37. 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 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. (signature page follows) Vendor Services Agreement Page 11 of 17 City Secretary Contract No. ACCEPTED AND AGREED: City: CITY OF FORT WORTH Vendor: DBT TRANSPORTATION SERVICES, LLC Dana EULandoff By: Dana Burghd off pr1,202215:10CDT) By: Name: Dana Burghdoff Name: Nan y Thoms Title: Assistant City Manager Title: Chief Operating Officer Date: Apr 1, 2022 Date: / CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all BY: performance and reporting re uire ents. Name: Roger Venables Title: Aviation Department Director By: Approved as to Form and Legality: Name Clinton gal Title: Air rt upe visor By: +► City Secretary: ppF FORT�12a Name: Thomas R. Hansen I''O o°°OOO°°Oo� 0 Title: Assistant City Attorney ��►o °o o o1 d 7G1�'l�'l�tt�cS GDOGrGIGG P o o o z By: Jannette S.Goodall(Apr 1,2022)16:04 CDT) o p d o d Contract Authorization: Name: Jannette S.Goodall �� o° o M&C: Title: City Secretary �� °°°°O°°°°° d � nEX ASaA" OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 12 of 17 EXHIBIT A SCOPE OF SERVICES 1.0 CONTRACTOR REQUIREMENTS FOR CITY EVALUATION- Contractor shall 1.1 Have a minimum of three (3)years of experience providing communications equipment and installation services that are similar in size and scope to the City of Fort Worth's Spinks Airport. 1.2 Have and operate a full-time, permanent business address with the ability to be reached by email and/or telephone. 1.3 Have all applicable licenses needed to perform services, such as a Federal Communications Commission license. 2.0 REPLACEMENT EQUIPMENT FOR SPINKS AIRPORTS 2.1. Spinks Airport Air Traffic Control Tower(ATCT) needs replacement of a Telegenix communication system with 2 touchscreen consoles that ties in phone lines, radios, and additional communications equipment. 2.2. Replacement will be with a Liberty STAR System or equivalent system including spares, support, and required connection components. 2.3. Additional equipment shall include but not limited to, 2 Jontron TR-7750 Very High Frequency (VHF)/AM Multimode transceivers, 2 TACO Very High Frequency (VHF)Air Traffic control Civil Aviation MULDIPOL Antennas, backup temperature/ humidity sensor, with required connection components. 2.4. Existing transceivers shall be utilized as backup radios for both the local and ground control positions. 3.0 CONTRACTOR RESPONSIBILITIES- Contractor shall 3.1. Be responsible for installing, troubleshooting, and restoring normal operating capabilities to the gate operators at Spinks Airport Air Traffic Control Tower(ATCT). 3.2 Upon request of City of Fort Worth Aviation Department, inspect and determine the relevant work required to upgrade the necessary operating equipment for the ATCT. 3.3 Draft and submit a quote describing, in detail, the relevant work necessary to upgrade tower equipment and make it functional. 3.3.1 The quote submitted by the Vendor must be detailed by including the pricing for the work to be performed and the cost of any parts required for the described maintenance or work listed on the bid. 3.4 Provide installation and replacement for ATC tower communications equipment, and associated hardware. 3.5 Install new communications equipment only at the request of the Aviation Department. 3.6 Provide training for all equipment being installed. 3.7 Provide 24-hour technical support services for communication control system and equipment. 3.8 Replace existing equipment with Liberty STAR communications equipment or equal model upon review and agreement by the Aviation Department. 3.9 Follow all Federal Aviation Administration (FAA) regulations as it pertains to the scope of the services. 3.10 Remove and dispose of all equipment that is not kept. 3.11 Provide warranty information on labor and installation, and manufacture warranty on equipment. 3.13 Complete replacement and installation no later than May 31, 2022. Vendor Services Agreement—Exhibit A Page 13 of 17 4.0 LIBERTY STAR VOICE COMMUNICATION CONTROL SYSTEM 4.1 Physical Dimensions: 19"wide x 16" (9RU) high x 18" deep (expandability is subject to configuration) 4.2 Operating Temperature: 0°C to +50°C (excludes touch-entry device, computers and acoustic devices which are determined by their respective manufacturers) 4.3 Storage Temperature: -400C to +55°C (excludes touch-entry device, computers and acoustic devices which are determined by their respective manufacturers) 4.4 Software-controlled interfaces provided for: Dynamic microphones, unamplified Electret microphones, carbon and carbon-compatible microphones 4.5 Memory Protection: Settings preserved in non-volatile memory 4.6 SMART POSITION (management system): Supervisor session (map definition and upload), Maintenance session (diagnostics, HW definition, SW upload), Administration session (access control, user definition), Reconfiguration session (circuit assignment HW, and map editing/upload), TED session (touch-entry device, communication access) 4.7 Redundant Power Supplies: Accept simultaneous AC power from Feed A, the main power source, and Feed B, the critical power bus, with zero delay load sharing in the event of failure 4.8 Interfaces Include: 2-and 4-wire analog audio from line based and radio sources; T1 and E1 digital audio (on wire or fiber); VoIP (Voice over IP) 5.0 LOCATION OF SERVICES 5.1. Fort Worth Spinks Airport 450 Alsbury Court Fort Worth, Texas 76028 5.2 Fort Worth Spinks FCT 13301 Wing Way, Fort Worth, TX 76028 6.0 HOURS OF SERVICE 6.1 All work shall be completed during normal business hours Monday-Friday 8:OOAM- 5:OOPM, unless coordinated and approved by the Aviation Department. 6.2 If the City of Fort Worth requests equipment service, the vendor must respond to the jobsite no later than one week from the time of request. This is to be considered the max time to respond. 6.3 Upon completion of installation, the vendor shall provide the city with a detailed work ticket to be approved and signed off on by an authorized city employee. 7.0 EQUIPMENT AND PARTS WARRANTY 7.1. All parts and materials supplied under this contract resulting from this bid shall be new, unused, recently manufactured and suitable for the intended purpose. 7.2. Vendor shall warrant and guarantee all parts will be in good working order to operate for its intended purpose. Parts shall be free of defects by design, materials and workmanship for a period of no less than the manufacture/distributor standard warranty. 8.0 BRAND NAME OR EQUAL-Vendor shall 8.1 Understand if an item in this bid is identified as "brand name or equal," the purchase description reflects the characteristics and level of quality that will satisfy the City's needs. The brand name or equal designation is intended to be descriptive not restrictive. The salient physical, functional, or performance characteristics that"equal" products must meet are specified in the bid. 8.2 Clearly describe any modifications the vendor plans to make in a product to make it conform to the bid requirements. Mark any descriptive material to clearly show the modifications. 8.3 Understand the City will evaluate "equal" products on the basis of information furnished by the vendor or identified in the quote. The City is not responsible for locating or obtaining any information not identified in the offer. Professional Services Agreement MAXIMUS Consulting Services, Inc.,Page 14 of 17 EXHIBIT B PRICE SCHEDULE Unit of Contractor Brand Name of Equal Services (a) Qty Measure Cost for Total Cost Product, if applicable (b) (c) Service(d) D=(b*c) Item Testing and 10 HR $187.50 $1,875.00 #1 Inspection (Hourly Rate) Item (Hourly Rate 10 HR $187.50 $1,875.00 #2 for Monday- Friday 8:00am to 5:00pm) Repairs Item Liberty Star 1 EA $91,767.00 $91,767.00 #3 Voice Communication Control System Including Installation Item Liberty Star 1 EA $30,318.00 $30,318.00 #4 Spares Including Installation Item Jotron TR-7750 2 EA $9,677.00 $19,354.00 #5 VHF/AM Multimode Transciever Including Installation Item TACO VHF Air 2 EA $969.00 $1,938.00 #6 Traffice Control Civil Aviation MULDIPOL Antennas Including Installation Item Coax Cable, 200 EA $2.99 $598.00 #7 ANDFSJ1-501/4" Superflex Coax Including Installation Professional Services Agreement MAXIMUS Consulting Services, Inc.,Page 15 of 17 Item Backup 1 EA $12,250.00 $12,250.00 #8 Temp/Humidy Sensor,Aspirated Shield, Mount Enclosure, Cable & Display Including Installation Item System Training 10 EA $187.50 $1,875.00 #9 *Alt A Liberty Star 1 EA $4,471.00 $4,471.00 Support Services Total Contract Amount (sum of column D): $ 166,321.00 Vendor Services Agreement—Exhibit B Page 16 of 17 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY DBT TRANSPORTATION SERVICES,LLC 2655 CRESCENT DR,SUITE A-1 LAFAYETTE,CO 80026 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: 414'l -7;t 5cbt 1." Position: le5 /Yla ?E,- A Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signat of Pre 'd t/CEO Other Title: Con Date: Vendor Services Agreement—Exhibit C Page 17 of 17 3/31/22, 12:04 PM M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FOT Wow Create New From This M&C REFERENCE**M&C 22- LOG 13P22-0029 TOWER EQUIPMENT DATE: 3/29/2022 NO.: 0202 NAME: REPLACEMENT AND INSTALLATION AR AD CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize the Execution of an Agreement with DBT Transportation Services for the Purchase and Installation of Tower Communication Equipment for Spinks Airport in the amount of$166,321.00 for the Aviation Department RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with DBT Transportation Services for the purchase and installation of tower communication equipment for Spinks Airport in the amount of$166,321.00 for the Aviation Department. DISCUSSION: The Aviation Department approached the Purchasing Division to procure an agreement for tower communication equipment and installation at Spinks Airport. The agreement will be utilized to replace the airport's air traffic control communications equipment and associated hardware. The vendor for the current communication equipment is no longer in business, and the equipment is no longer being supported. In order to procure the service, staff issued a Request for Proposals (RFP). RFP No. 22- 0029 consisted of detailed specifications regarding the communication system and hardware. The RFP was advertised in the Fort Worth Star-Telegram on December 22, 2021, December 29, 2021, January 5, 2022 and January 13, 2022. The City of Fort Worth (City) received one bid, DBT Transportation Services. Staff evaluated the bid response by using Best Value Criteria, which included cost, project approach and methodology to perform services, references and related project experience, and proposer's qualifications and licenses. After evaluation, the panel concluded that DBT Transportation Services presented the best value to the City and therefore recommends the one-time purchase to DBT Transportation Services. Funding is budgeted in the Aviation Municipal Airports Department's Aviation Gas Lease Cap Project Fund for the purpose of funding the FWS ATCT Upgrades 2021 project, as appropriated. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS - Upon City Council approval, this agreement shall begin upon execution and expire one year from that date. BUSINESS EQUITY: A waiver of the goal for M/WBE subcontracting requirements is approved by the Office Business Diversity, in accordance with the BDE Ordinance, because the application of the purchase of good or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Aviation Gas Lease Cap Proj Fund for the FWS ATCT Upgrades 2021 project to support the approval of the above recommendation and execution of the purchase. Prior to any expenditure being incurred, the Aviation Department has the responsibility to validate the availability of funds. apps.cfwnet.org/counciI_packet/mc_review.asp?ID=29755&counciIdate=3/29/2022 1/2 3/31/22, 12:04 PM M&C Review BQN\\ TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund I Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Reginald Zeno (8517) Dana Burghdoff(4554) Originating Department Head: Anthony Rousseau (8338) g g—p Roger Venables (6334) Additional Information Contact: Cynthia Garcia (8525) A'ja Robertson (8585) ATTACHMENTS 13P22-0029 TOWER EQUIPMENT REPLACEMENT AND INSTALLATION funds availabilitypdf (CFW Internal) 13P22-0029 TOWER EQUIPMENT REPLACEMENT AND INSTALLATION Updated FID table.xlsx (CFW Internal) City. of FT Worth Form 1295 DBT Transportation.pdf (CFW Internal) DBTSAMs.pdf (CFW Internal) FID TABLE.xlsx (CFW Internal) Waiver 22-OOOxFWS ATCT Upgrades 2021 11192021 WN.pdf (CFW Internal) a pps.cfwnet.o rg/council_packet/mc_review.asp?I D=29755&cou nci Idate=3/29/2022 2/2