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HomeMy WebLinkAboutContract 59339City Secretary Contract No. 59339 FORT WORTH, 4,* VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WO TH ("City"), a Texas home rule municipal corporation, and Natura Plant Interscapes ("Vendor"), a domestic for -profit company, and acting by and through Nora Jones, its duly authorized representative, 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. Indoor plant rental and maintenance, including holiday decoration. 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 April 30, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions for up to four years (4) one-year renewal options. 3. Compensation. City shall pay Vendor an amount up to THIRTY-EIGHT THOUSAND EIGHT -HUNDRED TEN DOLLARS AND 54/100 ($38,810.54) per term 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 20 City Secretary Contract No. 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. Vendor Services Agreement Page 2 of 20 City Secretary Contract No. 6. Right 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, 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. 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 COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND 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 Services Agreement Page 3 of 20 City Secretary Contract No. 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. Assignment and Subcontracting. 9.1 Assi ng ment. 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 Vendor Services Agreement Page 4 of 20 City Secretary Contract No. 10.2 $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. (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. 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. Vendor Services Agreement Page 5 of 20 City Secretary Contract No. (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 the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (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. Compliance with Laws, Ordinances, Rules, and Regulations. 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. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, sub -vendors, 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. 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: To CITY: City of Fort Worth Attn: Dana Burghdoff 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) With a copy to Fort Worth City Attorney's Office at the same address To VENDOR: Natura Plant Interscapes Nora Jones, Design & Sales 10744 N. Stemmons Freeway Dallas, TX 75220 Phone: 972-243-4800 14. 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 an employee or independent contractor, any person who is or has been employed by the other Vendor Services Agreement Page 6 of 20 City Secretary Contract No. 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. 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. 16. No Waiver. The failure of the 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 the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any fixture occasion. 17. 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, the 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. 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. 19. 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. 20. 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. 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. Amendments / 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 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. 24. 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. Vendor Services Agreement Page 7 of 20 City Secretary Contract No. 25. 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. 26. 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. 27. Ownership of Work Product. 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 (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. 28. 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. 29. 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. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for Vendor Services Agreement Pagc 8 of 20 City Secretary Contract No. 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. 31. 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 term of this Agreement. 32. 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 9 of 20 ACCEPTED AND AGREED: The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: Dam $ h�(Q By signing, I acknowledge that I am the person By: Dana Burghdoff (Me 8, 2o2a 6T.28 CDT) responsible for the monitoring and administration of Name: Dana Burghdoff this contract, including ensuring all performance and Title: Assistant City Manager reporting requirements. Date: May 8, 2023 APPROVAL RECOMMENDED: By: Name: Erin Roden Title: Administrative Assistant By: APPROVED AS TO FORM AND LEGALITY: Name: Roger Venables Title: Aviation Systems Director a F pORTnddd ATTEST: °°°°` `yodel pF ° y�a� By: ppddd Name: Thomas Royce Hansen B y' 4> °an�aa54Q Title: Assistant CityAttorney Y Name: Jannette Goodall Title: City Secretary CONTRACT AUTHORIZATION: M&C: N/A VENDOR: ATTEST: By: �—�U4 lyn By: Name: Nora ones Name: Title: Design & Sales Title: Date: 5-5-23 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement — Page 10 of 20 City Secretary Contract No. Natura 10744 N. Stemmons Freeway Dallas, TX 75220 1. Scope EXHIBIT A SCOPE OF SERVICES 1.1 This Agreement consists of the rental of live plants with vases for the Fort Worth Meacham International Airport. These live plants will be displayed in the common areas of all four (4) floors, as well as the third -floor offices and conference room. 1.2 (Vendor) will provide plant rentals and gardening services weekly or biweekly. 1.3 The services provided will be for the annual rental and weekly or bi-weekly care and maintenance of at least twenty-six (26) plants for the Fort Worth Meacham International Airport. 2. Annual Plant Rentals and Services 2.1. All plants supplied under this Agreement shall have an established root system and be disease and insect free. 2.2. All plants shall be compact, full, and blooming when delivered. 2.3. All plant material shall be acclimated to the light conditions of the site before installation. The Vendor is fully responsible for ensuring that the proposed plant species can survive in the existing site conditions and provide an aesthetically pleasing and cultural environment for the employees and visitors of the Fort Worth Meacham International Airport. 2.4. Vendor will deliver each order of plants in four (4) deliveries or less. 2.5. The Vendor shall furnish, install, and maintain all interior plants specified in this Agreement and the Vendor's proposed design. All work is done at the expense of the Vendor and should be included as a part of the Agreement. 2.6. In the event that any plants furnished by the Vendor deteriorate and become unsightly for any reason (including light conditions), the Vendor shall replace such plants immediately upon notification by the designated representative at no additional expense to the City. 2.7. Vendor must perform all plant maintenance services on all plants furnished in Vendor Services Agreement -Exhibit A Page 11 of 20 City Secretary Contract No. 3. Plants this Agreement. Plant maintenance services will include but shall not be limited to the following: watering, cleaning of foliage, pruning, fertilizing, spraying of insecticide, replacement of unsuitable plant material, and any other procedure necessary for proper plant care within the realm of good horticultural practices. A licensed applicator is required for all pesticide and insecticide applications. Delivery and setup to be included. 2.8. The Vendor agrees to provide all necessary equipment, labor, materials, and supplies to perform essential duties in accordance with standard horticultural practices. Work areas will remain clean and neat at all times, both during and after the work is completed. 2.9. The Vendor must inspect and perform these services weekly or bi-weekly with no more than twelve (12) days lapsing between visits during the term of this Agreement. If the department representative requires additional inspections and/or meetings related to the terms specified in this Agreement, it is to be provided by the Vendor at no additional expense to the City of Fort Worth. 2.10. The Vendor and its employees shall conduct themselves in a professional manner at all times while on City property. This will include uniforms suited to the horticultural work being performed, being neat and clean in appearance, and conducting oneself courteously and competently in all tasks. 3.1. The Vendor shall offer the following plants or approved equal as well as be able to allow options to add more plants in the future: • Schef Arboricola Braid Variety • Drac Gold Star • Drac Mass Cane W/ Character • Pleomele Reflexa • Drac Janet Craig Compacta • Drac Lisa Cutback. Aspidistra Elatior • Ficus Lyrata Column • Strelitzia Nicolai • Philodendron Red Congo • Aglo Silver Bay • Kentia Howea Forsteriana • Beaucarnea Recurvata • Drac Fragrans • Pleomele Reflexa • Drac Limelight • Zamia Zamiifolia 4. Holiday Services — Two artificial Christmas trees shall be delivered during the holiday season. Herein identified as Christmas tree 1(one) and 2 (two). Vendor Services Agreement -Exhibit A Page 12 of 20 City Secretary Contract No. 4.1. Christmas Tree 1 (one): 4.1.1 The Vendor shall provide a twelve to eighteen (12-18) foot "full" artificial Christmas tree. Tree decorations shall be chosen from a variety of options of d6cor colors, ornaments, and garland, determined by purchase order. 4.1.2 Christmas tree 1 (one) shall be delivered on the first floor within seven days after Thanksgiving of the current year and will be serviced and maintained through New Year's Day of the succeeding year. 4.1.3 This shall be delivered, setup, and displayed on the first floor of the administration building. 4.1.4 Vendor shall take down and remove from building no later than the first the business day following New Year's Day. 4.2. Christmas Tree 2 (two): 4.2.1 The Vendor shall provide an eight to ten (8-10) foot "full" artificial Christmas tree. Tree decorations shall be chosen from a variety of options of d6cor colors, ornaments, and garland, determined by purchase order. 4.2.2 Christmas tree 2 (two) shall be delivered on the third floor within seven days after Thanksgiving of the current year and will be serviced and maintained through New Year's Day of the succeeding year. 4.2.3 This shall be delivered, setup, and displayed on the third floor of the administration building. 4.2.4 Vendor shall take down and remove from building no later than the first the business day following New Year's Day. 4.3 The Vendor shall provide 200 feet of artificial garland decorated with lights and decorations to match the color schemes of the first -floor tree, which shall be delivered within seven (7) days after Thanksgiving of the current year, and the Vendor shall provide all setups and take down. 5. Additional Services The City may request the services listed above for additional plants at some point during the term of this Agreement. In the event of such request, the parties agree to amend this agreement to reflect any updated price schedule and scope to incorporate the additional services to be provided. 6. Location and Hours of Operation 6.1. Fort Worth Meacham International Airport 201 American Concourse, Suite 330 Vendor Services Agreement -Exhibit A Page 13 of 20 City Secretary Contract No. Fort Worth, Texas 76106 6.2. All maintenance services shall be performed during the regular working hour from Monday to Friday, 8:00 AM - 5:00 PM by Vendor. The Meacham International Airport is closed every weekend, and all City recognized holidays. Vendor Services Agreement -Exhibit A Page 14 of 20 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE Initial Set-un Fee: An initial, one-time fee will be invoiced to City, during the first term of this Agreement only, for the installation and set-up of the plants and other equipment described in Exhibit A in the amount of One -Thousand Forty -Six Dollars and 41/100 Cents ($1,046.41). Monthlv Fee: The City of Fort Worth ("City") will pay Natura Plant Interscapes ("Vendor") a monthly fee of One -Thousand Eight Hundred and Fifty -Nine Dollars and 92/100 Cents ($1,859.92) upon receipt of invoice from Vendor for the leasing and standard services of plants as listed in the Scope of Work ('Exhibit A") of this Agreement. Holidav Services: Additionally, during the month of December, the Vendor shall invoice the City a separate one- time fee for each term under this Agreement in an amount of Sixteen Thousand Four Hundred - Ninety -One Dollars and 50/100 ($16,491.50) for the additional holiday services as described within Exhibit A of this Agreement and further detailed within this Price Schedule below. The total amount that may be paid to Vendor under this Agreement may not exceed Thirty - Eight Thousand Eight -Hundred and Ten Dollars and 54/100 ($38,810.54) per term. All fees will be due 30 days from receipt of the invoice by the Vendor. Vendor Services Agreement -Exhibit B Page 15 of 20 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE Cont. Natura Dallas S N (3 t U ra' 10744 N. Stemmons Freeway Dallas TX 75220 Enhancing the Built Environment T 972-243-4800 Customer., C10266 Fort Worth Meacham International Airport 4201 N Main St Fort Worth TX 76106 Site. 26555 William Jason Russell Fort Worth Meacham International Airport 201 American Concourse Suite 330 Fort Worth TX 76106 February 28, 2023 Quote: 090366 Term: 12 Months Salesperson: Nora Jones 2023 Opt. 1 Plants & Containers (12 mo.) Lobby Left of Entry 1 Pleomele Bush (14) 4-5' $130.50 $130.50 1 Phoenix Cylinder 17"x15" Gunmetal $133.70 $133.70 Lobby Along Front 1 Dracaena'Warneckii Lemon Lime' (10) 30" $49.50 $49.50 Window East Area 1 Phoenix Tall Vase 13 13x26x9 Gunmetal $197.70 $197.70 1 Dracaena Fragrans Mass. (14) 6-T $108.00 $108.00 1 Phoenix Cylinder 17"x15" Gunmetal $133.70 $133.70 Lobby Along South 1 Ficus Benjamina Braid (10) 4-4.5' $41.25 $41.25 Window Wall 1 Phoenix Cylinder 15"x13" Gunmetal $94.88 $94.88 1 Dracaena'Warneckii Lemon Lime' (10) 30" $49.50 $49.50 1 Phoenix Tall Vase 13 13x26x9 Gunmetal $197.70 $197.70 1 Dracaena Fragrans Cane (14) 6-7' $92.70 $92.70 1 Phoenix Cylinder 17"x15" Gunmetal $133.70 $133.70 Lobby Area Behind Chairs 6 ZZ Plant (8) 18-24" (3 per container) $42.00 $252.00 Seating Either Side 2 Earth Wall 36"x10"x24" Cobalt $671.28 $1,342.56 Lower Level Either Side of 12 ZZ Plant (8) 18-24" (3 per container) $42.00 $504.00 Stairs & Back Wall 4 Earth Wall 36"x10"x24" Cobalt $671.28 $2,685.12 Stair Landing Middle of Railing 3 ZZ Plant (8) 18-24" $42.00 $126.00 Between 1 & 1 Earth Wall 36"x10"x24" Cobalt $671.28 $671.28 LL 1-2 FI Stair Corners Next to 2 Dracaena Marginate Staggered (10) 5.5-6' $61.50 $123.00 Landing Railing 2 Phoenix Tall Vase 13 13x26x9 Gunmetal $197.70 $395.40 2nd Floor Next to Railing 3 Dracaena JC Compacta Bush (8) 24" 2ppp $21.90 $65.70 Elevator Area 1 Earth Wall 36"x10"x24" Cobalt $671.28 $671.28 2nd Floor Either Side of 2 Dracaena Lisa Cutback Cane (10) 5.5-6' $163.50 $327.00 Elevator Area Elevator 2 Phoenix Cylinder 13"x11" Gunmetal $66.88 $133.76 3rd Floor Either Side of 2 Aspidistra Elatior (10) 24" $88.50 $177.00 Elevator Elevator 2 Phoenix Cylinder 15"x13" Gunmetal $94.88 $189.76 Landing 3rd Floor Railing Side 3 Sansevieria 'Black Coral' (8) 28-34" $15.75 $47.25 Elevator 1 Earth Wall 36"x10"x24" Cobalt $671.28 $671.28 Landing 3rd Floor 309 Hall 1 Dracaena JC Compacta Cane (10) 4' 3ppp $127.50 $127.50 1 Phoenix Tall SQ. 11.9"x22.2"x9" Gunmetal $152.30 $152.30 3rd Floor 336 Corner 1 Ponytail Palm (10) 24-26" $31.20 $31.20 1 Phoenix Tall SQ. 11.9"x222"x9" Gunmetal $152.30 $152.30 3rd Floor 309 Corner 1 Dracaena Lisa Cutback Cane (10) 5.5-6' $163.50 $163.50 1 Phoenix Tall SQ. 11.9"x222"x9" Gunmetal $152.30 $152.30 Page 1 of 6 February 28, 2023 Copyright © 2021 Natura Quote: 090366 Vendor Services Agreement -Exhibit B Page 16 of 20 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE Cont. 1 Dracaena Marginata Staggered (10) 5.5-6' $61.50 $61.50 1 Phoenix Tall SQ. 11.9"x22.2"x9" Gunmetal $152.30 $152.30 3rd Floor Next to Window 2 Ficus Lyrata Standard (14) 5.5-6' $185.25 $370.50 Conference 2 Phoenix Square 17"x16.5"x12.2" Gunmetal $169.60 $339.20 Area 3rd Floor 306B 8 Seasonal Color 6" Full $15.45 $123.60 Conference 2 Phoenix Tall SQ. 11.9"x22.2"x9" Gunmetal $152.30 $304.60 3rd Floor 306 A&B 8 Seasonal Color 6" Full $15.45 $123.60 Conference 2 Phoenix Tall Vase 13 13x26x9 Gunmetal $197.70 $395.40 3rd Floor 306 306 3 Aglaonema'Silver Bay' (10) 20-24" $51.00 $153.00 3 Phoenix Tall Vase 13 13x26x9 Gunmetal $197.70 $593.10 3rd Floor Admin Office 2 Aglaonema'Silver Bay' (10) 20-24" $51.00 $102.00 2 Phoenix Tall Vase 13 13x26x9 Gunmetal $197.70 $395.40 Materials Summary $13,638.52 ❑ Option One ® Option Two Options - (mark selection) Purchase Package Lease Package One-time Charges Monthly Amount One-time Charges Monthly Amount Materials Summary $13,638.52 Plant Volume Discount (10%) ($310.26) Container Volume Discount (10%) ($1,028.87) Color Volume Discount (10%) ($24.72) 6" Seasonal Color Program $116.64 $116.64 Horticultural Services - Interior $333.23 $1,743.28 Horticultural Installation and Supplies $2,833.00 Lease Processing $1,046.41 Total Price (pre-tax) $15,107.67 $449.87 $1,046.41 $1,859.92 Water source found in restrooms on each floor. 6" Seasonal Color Program. The 16 pots of 6" Seasonal Color are to be replaced on a 10 week cycle dependent on variety Monthly program price is $116.64 per month. Vendor Services Agreement -Exhibit B Page 17 of 20 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE Cont. &Natura, Enhancing the Built Environment Customer: C10266 Site: 26555 Fort Worth Meacham International Airport Site Contact: William Jason Russell 4201 N Main St Fort Worth Meacham International Airport 201 American Concourse Suite 330 Fort Worth TX 76106 Fort Worth TX 76106 Lobby Front Area 1 2023 Sparkle 15' Tree LED - Rentall (Theme Between Seating TBD) 1 Tree Topper (Theme TBD) Lobby Under Tree 11 Snow Blanket Roll Stair Railing Install ALong Top 35 Undecorated Lit LED 9' Garland on all 4 of Railing Levels Stair Railing Staggered Along 6 2023 Sparkle 24" Teardrop - Rentall (Theme Attached to Garland TBD) Garland 3rd Floor Conference Area 1 2023 Sparkle 9.5' Trim Tree LED - Rentall (Theme TBD) Total Site Inventory Options - (mark selection) Materials Summary Holiday Volume Discount (15%) Holiday Installation and Supplies Holiday Installation Add'I Elements Early Signing Discount - Expires 3/31 Total Price (pre-tax) Vendor Services Agreement -Exhibit B Page 18 of 20 Annual Payment Plan $20,825.50 ($3,123.83) $0.00 $560.00 ($1,770.17) $16,491.51 Natura Dallas 10744 N. Stemmons Freeway Dallas TX 75220 T 972-243-4800 February 08, 2023 Quote: 090106 Term: 36 Months Salesperson: Nora Jones 2023 Holiday Decor lyr Rental $9,796.00 $9,796.00 $292.50 $292.50 $144.00 $1,584.00 $136.00 $4,760.00 $160.00 $960.00 $3,433.00 $3,433.00 ❑ Discounted Quarterly Payment Plan $4,998.12 ($749.72) $0.00 $134.40 ($424.84) $3,957.96 $20,825.50 City Secretary Contract No. EX MIT C VERIFICATION OF SIGNATURE AUTHORITY NATURA 10744 N. STEMMONS FRWY DALLAS, TX 75220 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. Name: Nora Jones i;��D Signature 2. Name: Position: Sales /Design Signature 3. Name: Position: Signature Name: Joshua Senneff J'f -S Signature of President / CEO Other Title: President Date: Mar 16, 2023 Vendor Services Agreement -Exhibit C Page 19 of 20 City Secretary Contract No. CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. Natura 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Erin Roden Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? FlYes x] No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes X71 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 3.20.2023 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission Vendor Services Agreement -Exhibit C Page 20 of 20 Revised 11/30/2015