HomeMy WebLinkAboutContract 57483 CSC No. 57483
FORTWORTH.
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,acting by and
through its duly authorized Assistant City Manager, and USA CONSTRUCTION LLC ("Vendor"), a
Georgia Limited Liability Company and acting by and through its duly authorized representative, each
individually referred to as a"party"and collectively referred to as the "parties."
1. Scope of Services.Vendor hereby agrees to furnish all materials and labor for the re-plaster
of the Fort Worth Water Gardens Aerated Pool for the Park & Recreation Department, located at 1502
Commerce Street,Fort Worth,Texas 76102("Services"),which are set forth in more detail in Exhibit"A,"
attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one year(s),beginning on the date that this
Agreement is executed by the City's Assistant City Manager("Effective Date"),unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to zero (0)one-year renewal option(s)
(each a"Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed Eighty-Five Thousand
Five Hundred Dollars and Zero Cents($85,500.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act(Chapter 2251
of the Texas Government Code) and provisions of this Agreement,including Exhibit`B,"
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
v.1.4(November 30,2021)
FT. WORTH, TX
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 will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will 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 will 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 will 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 will treat all information provided to it by City ("City Information") as confidential
and will 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 will promptly notify Vendor.It will be the responsibility of Vendor 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.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will,until the expiration of three (3)years after
final payment under this Agreement,or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
Vendor Services Agreement Page 2 of 14
v.1.4(November 30,2021)
7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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 subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will 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 will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will 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 contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, 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 VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS)AND PERSONAL INJURY,INCLUDING,BUT NOT LIMITED TO,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, REPRESNTATIVES,
SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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 or documentation in accordance with this Agreement,
it being understood that this agreement to defend,settle or pay will 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 will 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 will 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
Vendor Services Agreement Page 3 of 14
v.1.4(November 30,2021)
will 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 will 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 will 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 will, 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
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and 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 will 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 will 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 will be 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,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must 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 Services 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
Vendor Services Agreement Page 4 of 14
v.1.4(November 30,2021)
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will 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 Services are 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): ❑Applicable M N/A
$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 must 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 must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear.The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(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 will not constitute a waiver of the insurance requirement.
Vendor Services Agreement Page 5 of 14
v.1.4(November 30,2021)
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will 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 must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR 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 will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth USA CONSTRUCTION LLC
Attn: Assistant City Manager Herandi Echeverria, Sales Manager
200 Texas Street 1595 Peachtree Pkwy, Suite 304-244
Fort Worth,TX 76102-6314 Cumming,GA 30041
Facsimile: (817)392-8654 Facsimile:N/A
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
Vendor Services Agreement Page 6 of 14
v.1.4(November 30,2021)
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement will 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 will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will 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 will not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments/Modifications/Extensions. No amendment,modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. 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
Vendor Services Agreement Page 7 of 14
v.1.4(November 30,2021)
option, Vendor will 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.
25. Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures, guides, and documentation that are created,published,displayed,or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will 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 will 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 will 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.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
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. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must 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.
29. No Bove tt 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
2271 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"
Vendor Services Agreement Page 8 of 14
v.1.4(November 30,2021)
and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,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 Agreement.
30. 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 that is to 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 term of this
Agreement.
31. 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 that is to 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.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement 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.
(signature page follows)
Vendor Services Agreement Page 9 of 14
v.1.4(November 30,2021)
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
City: Vendor:
�•"�� CCGZ�GLlG`I ZGZGLlI�/D
By: Valerie Washington(Apr 26,202222:27 CDT) By: Carmen Zamudio(Apr 26,202210:42 EDT)
Name: Valerie Washington Name: Carmen Zamudio
Title: Assistant City Manager Title: Purchasing Agent
Date: Apr 26, 2022 Date: Apr 26, 2022
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
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: Richard Zavala(Apr 26,2022 16:17 CDT) performance and reporting requirements.
Name: Richard Zavala
Title: Director
Park&Recreation Department By:
at4:� Name: Clinton Wyatt
By: Sandra You d(Apr19,202217:29CDT) Title: District Superintendent
Name: Sandra Youngblood Park&Recreation Department
Title: Assistant Director
Park&Recreation Department
City Secretary:
Approved as to Form and Legality:
BY: Wnette S.Goodall(Apr 27,202213• CDT)
ALL Name: Jannette S. Goodall
By. Nico�Arias(AAppr1�9,20022216:36CDT) Title: City Secretary
Name: Nico Arias a�F°FORraa
Title: Assistant City Attorney aA o °°O
v o° o d
Contract Authorization: ���'1 ° °°o*d
0000000
M&C: N/A aaall nEXAso4p
Form 1295:N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 14
v.1.4(November 30,2021)
EXHIBIT A
SCOPE OF SERVICES
Vendor will furnish all materials and labor for the re-plaster of the Fort Worth Water Gardens Aerated
Pool for the Park&Recreation Department, located at 1502 Commerce Street, Fort Worth, Texas 76102.
Work will be complete within 90 days after a Purchase Order has been issued,weather permitting.
Vendor Responsibilities, as stated in ITB 22-0031, are laid out in more details below:
7.0 VENDOR RESPONSIBILITIES
The Vendor shall:
7.1 Provide re-plastering services that includes all equipment, staff and materials necessary to
deliver a fully complete and professional re-plastering of the aerated pool at the Water
Gardens and all associate work within 90 days after a Purchase Order has been issued,
weather permitting. Vendor shall be responsible of completing the following tasks, including but
not limited to:
7.1.1 Remove 38 lights and risers and reinstall them after surfacing.
7.1.1.1 Ensure all 38 lights are working.
7.1.2 Remove existing plaster to solid substrate by hydro blasting.
7.1.3 All debris resulting from the removal and installation of new surface shall be collected
and removed by vendor daily and not accumulate for later pick-up. It is critical to
minimize disruption to the area, as well as other city residents and visitors, and to
exercise every safety precaution. All workers will be expected to maintain a professional
demeanor.
7.1.4 Examine pool to identify conditions that might interfere with the proper bonding of coating
such as algae, mold, mildew, dirt, paint, mortar droppings, efflorescence, patching
compounds, loose tile, cracked plaster, etc. and prep pool for plaster.
7.1.5 Furnish and install 3/8"- 1/2" Diamond Brite finish [plaster].
7.1.5.1 Water for mixing and curing shall be clean, fresh and free from injurious
amounts of oil, acid, salt alkali, silt, organic matter or other deleterious
substances.
7.1.6 Vendor must have one workman for every 300 square feet to properly expose Diamond
Brite. For the application of Diamond Brite, vendor shall follow the techniques and
recommendations set by the manufacturer.
7.1.6.1 The square footage for the Water Gardens Aerated pool is estimated at 4000
square feet.
7.1.7 Perform initial balance chemistry [pH balancing post plaster application].
7.1.7.1 Vendor shall provide instructions for filling the pool for proper curing. Vendor will
start pool filling;the City of Fort Worth staff is responsible for turning off the water.
Vendor will provide sequestering agent to handle the additives in the water.
Vendor Services Agreement Page 11 of 14
v.1.4(November 30,2021)
7.1.7.2 FIRST DAY: Vendor shall add sequestering agent upon initial fill per
manufacturer's instructions. Adjust power of hydrogen (pH)to 7.2—7.6 and total
alkalinity to 80 -120 parts per million (PPM). Maintain calcium hardness at a
minimum of 125 PPM for the first day. Then the City of Fort Worth staff will adjust
calcium hardness to 200-400 PPM thereafter. Dissolve chemicals completely in
water and disperse throughout pool.
7.1.7.3 SECOND DAY: City of Fort Worth staff to record pH levels, total alkalinity,
calcium hardness, and temperature levels. Adjust pH to 7.4— 7.6 and total
alkalinity to 80-120 PPM. Dissolve all chemicals completely in water before
adding to the pool, and allow sufficient time for each chemical to be fully
dispersed before adding other chemicals. DO NOTADD CHLORINE.
7.1.7.4 THIRD DAY: City of Fort Worth staff to repeat steps from Second Day. Adjust
chemistry to the following levels:
7.1.7.4.1 Free Chlorine: 1.0-3.0 PPM
7.1.7.4.2 pH: 7.4-7.6
7.1.7.4.3 Total Alkalinity: 80-120 PPM
7.1.7.4.4 Calcium Hardness: 200-400 PPM
7.1.7.4.5 Stabilizer: 30-60 PPM
7.1.7.5 Brush the entire surface twice daily for the first three (3) days.
7.2 Appoint one (1) person who is an employee of the Contractor who will be the liaison between
the City and Contractor. Phone number, email, fax, and emergency phone number of
employee, shall be provided to the City upon award.
7.3 Be responsible and liable for the safety, injury and health of its working personnel while its
contract workers are performing their duties on City property.
7.4 Ensure that no worker shall arrive on City premises with any type of firearms or weapons,
drugs or alcohol.
7.5 Provide workers who possess the necessary skills, knowledge and ability to perform the jobs
into which they are to be placed. Assigned workers must possess the ability to deal effectively
and courteously with the public, and the ability to verbally communicate effectively with others.
7.6 Be responsible to schedule and/or rotate workers to ensure they do not qualify for overtime.
No overtime will be paid by the City.
7.7 Comply with all provisions of the Occupational Health and Safety Act(OSHA)to protect life and
health of employees and other persons; to prevent damage to property, materials, supplies and
equipment; and to avoid work interruptions.
7.7.1 Vendor shall comply with the latest version of the 29 CFR 1910, Occupational Safety
and Health Standards. Compliance with OSHA and other applicable laws and
regulations for the protections of employees is exclusively the obligation of the Vendor
and the City assumes no liability or responsibility for Vendor's compliance or
noncompliance with such responsibilities.
7.7.2 Vendor shall comply with all OSHA reporting requirements for record keeping and
reporting of Vendor shall provide verbal report to the City immediately, and no later than
one (1) business day, of the occurrence. The Vendor shall cooperate with the City and
Vendor Services Agreement Page 12 of 14
v.1.4(November 30,2021)
provide any written documentation and information required for record keeping
purposes.
7.8 Procure all permits, licenses, and certificates, or any such approvals of plans or
specifications as may be required by federal, state, local laws, ordinances, rules, and
regulations, for the proper execution and completion of the work under this agreement.
7.9 Ensure that all employees are continuously trained to meet the latest technology, industry
standards and safe use of substances identified as health or physical hazardous by OSHA
7.10 Not require any person to work in surrounding or under working conditions that are
unsanitary, hazardous or dangerous to their health or safety.
7.11 Require all individuals assigned to the project to wear necessary personal protective equipment
required by industry standards.
Vendor shall perform services during normal hours of operations for the Water Gardens and outside of
City Holidays, unless requested by the City. The Vendor shall not provide services unless requested and
approved in writing by the Department Contract Manager or designee prior to starting work.
}
287 #
�1
i
i
M1�
0
'. �i+ 4 * ,
f. gr`
q
1ft 1.i a
Vendor Services Agreement Page 13 of 14
v.1.4(November 30,2021)
EXHIBIT B
PAYMENT SCHEDULE
FoR7 KH,
BID SOLICITATION
ESMnnI(t1 Paea Invited; PUBLIC EVENT UETAILS
-
Ewn!LROund Yera4on $uGmitTO: Cily 75f Fort Worth
I FItIIAHGJAI,MAW SEMI NT SERVICES
FI NLANCE-Purchasing
re tcd Po - Serv:cee 200 Taxas St.(Lwer I.Avol.SWttq
[3#srt Tfmv VW h 11ms FOIL Worth TX 76102
12115)2021 139-3a!0 41ICdJ232] Maur p --ST llhtt6dStates
Emolt; FMSPurthssingRe%ponsas@fortworthtexog,goy
Llne 1
�a6ert4tlon' ow Unlit tJnitpAd's T"
Aerated Poo!PS-Plaow Sarvium per" 1.DQ EA
adacrad appolticetons.
58il500,00
Tutal Bid Amount: 86�540.4b
A tpq Cd V will d9 interpreted by the CAy as a np-thd+ps(rreBy loan and the atyva mt erpe+a7opay Eor thTt item,A tad DVW bkF or no respwrar;(Space
left tlsnkf wlll be interpm4ed by the Oily Mat Ine iMOWr tqe$net WEh to bid an that itrm.Be advised,a"no did-or rW n;Gponw may be twSidpred as
non-rwpwr slve and may result in di$qualipcaiian of this bld.
ITB 22 Mi
Aerated Pool Re.Plastor Services
Page 2 of 29
Vendor Services Agreement Page 14 of 14
v.1.4(November 30,2021)