HomeMy WebLinkAboutContract 59515CSC No. 59515
FORT WORTH,
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 FLIP FIVE ENTERPRISE, LLC ("Vendor"), a
Texas 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 will provide officials for Adult Sports in the Park & Recreation
Department ("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 Four one-year renewal option(s)
(each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed One Hundred
Thousand Dollars and Zero Cents ($100,000.00).
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 parry 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
CITY SECRETARY
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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. Rieht 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.
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7. Indenendent 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.
Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
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 ANYRESULTING 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, REPREENTATIVES,
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
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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.
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
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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 ® 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 Reauirements
(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.
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(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:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Flip Five Enterprise, LLC
Ashley Franklin, Executive Vice President
1150 South Freeway
Fort Worth, TX 76104
Facsimile: N/A
14. Solicitation of Emplovees. 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.
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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
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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 Ma_jeure. 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, and B.
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
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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 Nationalitv 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 Authoritv. 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 Companv 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 Bovcott 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"
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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 Bovcotting Energv Comuanies. 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)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
By: cw�
Name: Jesica McEachern
Title: Assistant City Manager
Date: May 31, 2023
Vendor:
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By, Ash y ra;lin (May 18, 2023 09:23 CDT)
Name: Ashley Franklin.
Title: Executive Vice President.
Date: 5/18/2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
4 fe.-,
Name:
Dave Lewis
Title:
Interim Director
Approved as to Form and Legality
By: Nico Arias (M�y 17A202316:24 CDT)
Name: Nico Arias
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Robbie Samuel
Title: Athletic Coordinator
City Secretary:
By:
U A s
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 24
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SCOPE OF SERVICES AND/OR SPECIFICATIONS
1.0 SCOPE
1.1 The City of Fort Worth (City) seeks bids to finalize an agreement to provide Adult Sports
Officials for the Park and Recreation Department on an "as -needed" basis in accordance
with the specifications. Prospective responding bidders should ensure they download all
attachments for complete responses and understanding of the agreement the City
intends to award from this solicitation. The successful bidder(s), known hereafter as
"Contractor" P'Vendor "
1.2 This Agreement shall begin upon award or execution of the City Secretary Contract
("Effective Date") and shall expire one year from the effective date, ("Expiration Date"),
unless terminated earlier in accordance with this Agreement ("Initial Term") Upon the
expiration of the Initial Term, the Agreement shall renew under the same terms and
conditions for up to four (4) one-year renewal periods, unless City or Contractor provides
the other party with notice of non -renewal at least 60 days before the expiration of the
Initial Term or renewal period. However, if funds are not appropriated, the City may
cancel the Agreement 30 calendar days after providing written notification to the
Contractor/Vendor
1.3 Following the award, additional goods/services of the same general category that could
have been encompassed in the award of this Agreement, and that are not already on
the Agreement, may be added based on the discount bid and price sheet provided with
the bid.
1.4 Unit prices shall include all costs associated with the specified work, including but not
limited to handling, delivery, fuel charges, fees and certifications fees NO ADDITIONAL
CHARGES WILL BE ACCEPTED OR PAID BY THE CITY
1.5 The City reserves the right to add or remove departments and locations at the City's
discretion.
1.6 Any material and/or services that have been omitted from this scope of service that are
clearly necessary or in conformance shall be considered a requirement although not
directly specified or called for in the scope of services.
1.7 The submission of a bid by the bidder shall be considered evidence of compliance with
these requirements.
1.8 The awarded vendor(s) shall provide material and/or services of various types and sizes
to include all necessary components to complete the installation or repairs
2.0 DEFINITIONS
2.1 PARD — Park and Recreation Department
2.2 Department Contract Manager- City of Fort Worth employee assigned to manage the
compliance, oversight and/or administration of the contract or project for their
department of employment
2.3 Designee - a City of Fort Worth employee assigned by the Department Contract
Manager to assist with the compliance, oversight and/or administration of the contract or
Project
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2.4 Price Adjustment Justification means documentation supporting a requested Price
Adjustment and showing an objectively verifiable basis for a change in price due to the
documented impact of economic conditions on labor, equipment, or materials.
Examples of possible Price Adjustment Justification include, but are not limited to, cost
indexes, and/or updated supplier price sheets. It is within the sole discretion of the City
to determine whether Price Adjustment Justification is sufficient and/or acceptable
3.0 TENTATIVE SCHEDULE OF EVENTS
TASK
DATE
TIME
Release Date
Wednesday, March 8, 2023
Pre -Bid Conference
Tuesday, March 14, 2023
10:OOAM (Central
Standard Time)
Deadline for Questions
Friday, March 17, 2023
5:OOPM (Central
Standard Time)
Answer Deadline
Wednesday, March 22, 2023
5:OOPM (Central
Standard Time)
ITB Due Date
Thursday, March 30, 2023
1:30PM (Central
Standard Time)
Recommended Vendor Selection
April 2023
Mayor and Council Consideration,
May 2023
if applicable
Estimated Contract Execution
May 2023
4.0 CHANGE IN COMPANY NAME OR OWNERSHIP
4.1 The Vendor shall notify the City's Sr. Purchasing Manager, in writing, of a company
name, ownership, or address change for the purpose of maintaining updated City
records The president of the company 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 do so may adversely impact
future invoice payments.
5.0 BUSINESS EQUITY PROVISIONS
5.1 Not applicable
6.0 METHOD OF AWARD
6.1 Bids will be evaluated based upon bids received from a responsive and responsible
bidder complying with all of the provisions of the solicitation, provided the bid price is
reasonable, and presents the best value to the City and it is in the best interest of the
City to accept it.
6.1.1 A responsive bidder is defined to be one who submits a completed bid packet
within the stated time deadline and in accordance with the bid specification
6.1 2 A responsible bidder is defined to be one who demonstrates via responses to the
selection criteria his/her ability to successfully deliver the supplies, equipment, or
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services being procured
6.2 Bids that do not receive 50% or more of the total available points, excluding the points
for price, will be deemed non -responsive
6.3 The following criteria will be used to determine the best value:
6.3 1 Cost of Service — maximum 35 points
6.3.1.1 Cost will be evaluated based on the prices indicated in the Price
Submittal
6.32 Bidder's ability to meet the City needs —maximum 25 points
6.3.3 Bidder's experience with other municipalities and/or recreation leagues,
credentials and qualifications related to the scope of work — maximum 30 points
6.34 Bidder's years in business— maximum 10 points
6.3.4 1 Points will be distributed as follows
6.3.4.1.1 Minimum of one (1) year in business — 5 points
6 3.41.2 More than one (1) year in business— 10 points
6.4 The evaluation factors listed above will be applied in a comparative manner to all
eligible, responsive bids Award may be made without discussion with Bidders after bids
are received. Bids should, therefore, be submitted on the most favorable terms.
6.5 In order for the City to receive adequate coverage on its requirements as specified in the
solicitation, the City reserves the right to make multiple awards
6.6 The City reserves the right to accept or reject in whole or in part any or all bids received
and to make an award on the basis of individual item, combination of items, or overall
bid, as it is deemed in the best interest of the City The City also reserves the right to
reject the bid of a bidder who has previously failed to perform properly or complete on
time agreements of a similar nature.
6.7 The City reserves and shall be free to exercise the right to evaluate bid in relation to
performance record of bidder with the City itself, another municipal corporation of like
size, or private corporations during the past two-year period. Such precautions are
deemed to be in the public interest inasmuch as Vendor failure or inability to furnish
items within the prescribed time can create emergency situations and impose
unnecessary hardship on both the City as a municipal corporation and the public at
large
6.8 The evaluation factors listed above will be applied in a comparative manner to all
eligible, responsive bids. Award may be made without discussion with Bidders after bids
are received. Bids should, therefore, be submitted on the most favorable terms.
6.9 The City also reserves the right to reject the bid of a bidder who has previously failed to
perform properly or complete on time agreements of a similar nature.
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7.0 VENDOR REQUIREMENTS IN ORDER FOR BID TO BE EVALUATED
In order for the bid to be evaluated the Vendor shall
7.1 Have a minimum of one (1) year of experience providing Adult Sports Officials, similar or
related to the Scope of Services.
7.2 Have and operate a full-time, permanent business address with the ability to be reached
by email and telephone.
7.3 Vendor should provide documentation showing that all members within Vendor's
association possess a current membership and certifications to the appropriate sport
organization as required on Part 2, Section 9 3.6 4
7.4 Respond to a City request within the timeframe detailed on Part 2, section 9 4
8.0 CITY REQUIREMENTS AND RESERVATIONS
8.1 Prospective bidders may consist of a corporation, partnership, individual or other non -
corporate entity
8.2 The City will identify the location, City contact, and description of the service request to
the Vendor.
8.3 The City will provide a purchase order number before the commencement of any
service
8.4 Services will be provided on an as -needed basis, unless requested otherwise by
Department Contract Manager or designee. Services will then be received as specified
by the City on the Purchase Order
8.5 The City will not be responsible for any alleged misunderstanding of the work to be
furnished or completed or conditions surrounding the performance It is understood that
the signed bid by the Vendor serves as a stated commitment to fulfill all the conditions of
the bid.
8.6 The City reserves the right to reject officials provided by the successful Vendor if they
are found to be unacceptable before or after starting of the game to which they have
been assigned.
8.7 The City shall have the right to require that the Vendor dismiss from the premises
covered by this contract any officials of the Vendor whose conduct is improper,
inappropriate, or offensive and such officials shall not be re- employed on the subject
premises by Contractor without written consent of the City. Provide personnel and,
containers, labor and transportation necessary to perform the services.
9.0 VENDOR RESPONSIBILITIES
9.1 History
9.1.1 The Adult Sports Program of the City of Fort Worth has been in existence since
1991 and serves approximately 2,000 to 3,000 adults per year
9.1 2 The Athletics Program provides a variety of year-round programs and facilities for
Fort Worth residents of all ages. The City of Fort Worth through the Park and
Recreation Department is dedicated to offering athletic programs geared toward
providing participants a release from stress, and an opportunity to enhance
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physical conditioning and quality of life.
9.1.3 The Park and Recreation Department will provide the seasonal sports calendar
and projected games per age division after the bid award. An annual sports
calendar is already in place, please refer to Attachment G — Additional
Resources for link so Vendors will know when each season will start. The
finalized schedule for each league will be sent to the Vendor seven (7) days
calendar before the first game day
9.2 The Vendor shall provide umpires and referees for the Adult Sports Program. Game
officials, umpires and referees, for a seasonal adult sport program currently serving:
9.2 1 Seventy-five (75) yearly slow -pitch softball teams,
9.2 2 Fifty (50) yearly basketball teams,
9.2.3 and one hundred and twenty (120) yearly volleyball teams.
9.3 Umpires, Referees and Vendor's representatives
9.31 Under rare circumstances, if the vendor cannot provide officials for a scheduled
game, they are required to give City staff at least 24 hours' notice
9.3.2 Umpires and Referees shall inspect sporting equipment and facilities prior to
each game and/or examine participants in ensure compliance with
league/tournament safety regulations. If the Vendor finds the City facility not
meeting the minimum requirements, the Vendor shall communicate with the City
representative by using the different medium described in Section 9 2 2
9.33 Umpires and Referees shall confer with league administrators, coaches, players
and site monitors in order to provide information, coordinate activities, and
discuss problems that may arise.
9.3.4 Vendor shall provide quality umpires and referees to officiate City of Fort Worth
adult recreational and/or competitive athletic or sporting events, detect infractions
of rules, and decide penalties in accordance with established league rules and
regulations
9.35 No scorekeepers are needed for any of the sports The City will provide
scorekeepers for each game.
9.36 Attendance to Meetings, Clinics
Vendor shall:
9 3.6 1 Conduct a minimum of one (1) pre -season meeting prior to each sports
league with members of their association to review league rules and
regulations.
9 3.6 2 Conduct a minimum of one (1) field/court clinic to review proper game
mechanics and positioning of umpires and referees prior to each
sport's beginning.
9.3.6.3 Uphold any Umpires and Referees added between leagues to have
completed the field/court clinic prior to working
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9 3.6 4 Send an association representative to all pre -season coaches'
meetings to assist in the explanation and/or interpretation of sports -
specific league rules.
9.3.6.5 The City will not pay the Vendor any hourly rate or fees for the Vendor
representative to attend the meetings or activities listed in this section
9.3 7 Licenses, Fees, Certifications
Vendor shall:
9 3.7 1 Be responsible for all officiating license fees, certifications fees, and
membership dues.
9 3.7 2 Provide
9.3.7.2.1 One (1) official per slow -pitch softball game
9 3.7 2.2 Two (2) officials per basketball game, and
9 3.7 2.3 One (1) official per volleyball game.
9.3.7.3 Bidders must have all members within their association possess a
current membership and certification with one of the following:
9.3.7.3.1 Slow -Pitch Softball: USA Softball, or another
comprehensive training program provided by the bidder and
approved of by the City.
9 3.7 3.2 Basketball Texas Amateur Sports Officials (TASO),
University Interscholastic League (UIL), Texas Amateur
Athletic Federation (TAAF), or another comprehensive
training program provided by the bidder and approved of by
the City
9 3.7 3.3 Volleyball: Texas Amateur Sports Officials (TASO),
University Interscholastic League (UIL), Texas Amateur
Athletic Federation (TAAF), or another comprehensive
training program provided by the bidder and approved of by
the City
9.3.8 Rosters, background checks and experience
Vendor shall:
9 3.8 1 Have a roster of certified officials, umpires, and referees for the
basketball, slow -pitch softball, and volleyball to cover scheduled
games during league and tournament play.
9.3.8.2 Provide a roster of officials, outlining the years of experience per game
official, referee and umpire for each sport. Minimum requirement of
one (1) year of experience in related sport(s)
9 3.8 3 Provide verification of executing background checks for all officials
listed on the association's official roster All officials shall have
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background checks from the past year. Level 3 background checks are
done annually by the certifying agencies. Officials must renew
certification annually.
9.4 Response Time
9.4.1 Vendor shall respond to a City request within 24 (twenty-four) minimum to a
maximum of 48 (forty-eight) hours from the time is contacted by City personnel
9.4 2 Communication medium
9.4.2.1 Email
9 4.2 2 Phone
9 4.2 3 Text Message or another electronic medium
9.5 Minimum Services Requirements
9.5.1 Vendor shall have enough officials to cover games, for instance, two officials for
a basketball game and one for a volleyball or softball game
9.6 Uniforms and/or Equipment
9.6.1 Officials are expected to dress appropriately for all games/matches in
accordance to the rules of the specific sport and approved by the City Vendor is
responsible for arranging their own uniforms The City will NOT provide uniforms
for officials.
9.6 2 Vendor shall provide their own sports equipment, to include masks, protective
gear, etc
9.6.3 The remote used for the scoreboard is provided by the City.
9.7 Point of Contact
9.7 1 For accessibility, the Contractor must designate at least one (1) person as Point
of Contact with a current office phone number or cell phone number and an email
address
9.7 2 The Contractor's Point of Contact must respond to calls, voicemails, and emails
within one (1) business day.
9.8 Hours of Operations:
9.8 1 Hours of Operations varies depending on Sport schedule, please refer to
Attachment G, Additional Resources to access the current Adults Sports League
schedule.
9.9 City observed holidays
9.91 New Year's
9.92 Martin Luther King
9.9.3 Memorial Day
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9.9 4 Juneteenth
9.9.5 July 4th
9.9 6 Labor Day
9.97 Thanksgiving Thursday and the following Friday
9.98 Christmas
9.10 Contractor Personnel:
9.10 1 Identification
9.10 1 1 Contractor's employees are required to wear an identification badge, at
all times while performing services under this agreement
9.10.1.1.1 There maybe times when the requesting department will
issue City Contractor I D badges for the Contractor's
employees. The I D badges shall be surrendered to the
department representative upon the completion of each
project
9.10 2 Supervision
9.10.2.1 The Contractor shall, during all periods of contract performance,
provide competent supervision of his/her employees to assure
complete and satisfactory fulfillment of the work and the terms of this
Contract. The Contractor or a capable, fully authorized representative
must be immediately available during all work activities to receive any
and all special instructions from the authorized City employee
91021.1 The City shall have the right to require that the Contractor
dismiss from the premises covered by this contract any
employees of the Contractor whose conduct is improper,
inappropriate, or offensive and such employees shall not be
re-employed on the subject premises by Contractor without
written consent of the City.
10.0 SPORT OFFICIALS QUALITY ASSURANCE
10.1 Umpires and referees shall operate in a legitimate manner and in accordance with all
City of Fort Worth and adult sport league rules and regulations, adhere to regulations of
identified sport governing bodies, and adhere to all city ordinances governing indoor
and outdoor facilities.
102 Umpires, referees and sports officials are expected on site 30 minutes prior to game
time prior to game time and will refrain from use of any illegal drugs or alcohol before or
during games/matches
10.3 Vendor shall be penalized $10.00 for each increment of 10 minutes if officials arrive
past the start of a game. The Vendor should also account for this when they submit
their invoice. The recreation programmer will check the invoice to ensure the tardiness
has been accounted for before submitting the invoice for payment
104 The City of Fort Worth reserves the right to prohibit specific umpires and referees
whom are not meeting the standards or the league The City will document any issues
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that may occur and will ask the Vendor to remove an official if there is any violation of
PARD policies.
10 5 Softball umpires are expected to keep time and score with hand held remotes
11.0 INVOICING REQUIREMENTS
11 1 The City of Fort Worth has implemented an automated invoicing system
11.2 The Contractor shall send invoices electronically to our centralized Accounts Payable
department invoice email address: supplierinvoices@fortworthtexas gov. This email
address is not monitored so please do not send correspondence to this email address.
The sole purpose of the supplier invoices email address is to receipt and process
supplier invoices.
11 3 Please include the following on the subject line of your e-mail vendor name, invoice
number, and PO number, separated by an underscore (ex: Example,
I nc._123456_FW013-0000001234)
11.4 To ensure the system can successfully process your invoice in an expedient manner,
please adhere to the following requirements:
• All invoices must be either a PDF or TIFF format.
• Image quality must be at least 300 DPI (dots per inch).
• Invoices must be sent as an attachment (i.e. no invoice in the body of the email).
• One invoice per attachment (includes PDFs). Multiple attachments per email is
acceptable but each invoice must be a separate attachment.
• Please do not send handwritten invoices or invoices that contain handwritten notes
• Dot matrix invoice format is not accepted.
• The invoice must contain the following information
• Supplier Name and Address,
• Remit to Supplier Name and Address, if different,
• Applicable City Department business unit# (i e. FW013),
• Complete City of Fort Worth PO number (i.e the PO number must contain all
preceding zeros);
• Invoice number;
• Invoice date;
• Unit and total cost; and
• Invoices should be submitted after delivery of the goods or services.
11.5 To prevent invoice processing delays, please do not send invoices by mail and email
and please do not send the same invoice more than once by email to
supplierinvoices@fortworthtexas gov. To check on the status of an invoice, please
contact the City Department ordering the goods/services or the Central Accounts
Payable Department by email at: ZZ_FIN_AccountsPayable@fortworthtexas.gov
11.6 If you are unable to send your invoice as outlined above at this time, please send your
invoice to our centralized Accounts Payable department instead of directly to the
individual city department This will allow the city staff to digitize the invoice for faster
processing.
11.7 If electronic invoicing is not possible, you may send your paper invoice to
City of Fort Worth
Attn: FMS Central Accounts Payable
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200 Texas Street
Fort Worth, Texas, 76102
The City's goal is to receive 100% of invoices electronically so that all supplier
payments are processed efficiently To achieve this goal, we need the Contractor's
support.
If Contractor has any questions, please contact the Accounts Payable team at (817)
392-2451 or by email to ZZ_FIN_ AccountsPayable@fortworthtexas.gov
11 8 Contractor shall not include Federal, State of City sales tax in its invoices City shall
furnish a tax exemption certificate upon Vendor's request.
12.0 LAWS, REGULATIONS, AND ORDINANCES
121 The Vendor shall be responsible for meeting all Federal: laws, ordinances and
regulations; State: laws, ordinance and regulations; County: laws, ordinances and
regulations, and City laws, ordinances, and regulations for safety of people,
environment, and property. This includes, but is not limited to, all Federal, State, County,
and City Agencies, Administrations and Commissions such as the Environmental
Protection Agency (EPA) and Occupational Safety and Health Administration (OSHA). In
the event any law, regulation or ordinance becomes effective after the start of this
Agreement, the Vendor is required to comply with new policy. Any mandates requiring
the City to comply with new guidelines will also require the Vendor to comply.
13.0 UNIT PRICE ADJUSTMENT
131 The unit prices may be adjusted for increases or decreases in Vendor's cost during the
renewal period but before the effective date of the renewal upon written request from
the Vendor
132 The Vendor must submit its price adjustment request, in writing, at least 60 days before
the renewal effective period. The Vendor shall provide written proof of cost increases
with price adjustment request.
133 If the City concludes that the rate increase being requested is exorbitant, the City
reserves the right to adjust the rate request, or reject the rate request in its entirety and
allow the contract to expire at the end of the contract term If the City elects not to
exercise the renewal option, the Purchasing Division will issue a new solicitation
134 Prices bid shall remain firm for each one-year term of the Agreement and shall include
all associated freight and delivery costs
135 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of
errors in extensions or totals, the unit prices offered will govern
136 Upon expiration of the Agreement term the successful bidder, agrees to hold over
under the terms and conditions of this Agreement for a reasonable period of time to
allow the City to re -bid an agreement, not to exceed ninety (90) days. Vendor will be
reimbursed for this service at the prior agreement rate(s) Vendor shall remain
obligated to the City under all clauses of this Agreement that expressly or by their
nature extends beyond and survives the expiration or termination of this Agreement.
13 7 Goods and/or services shall not be suspended by the Vendor without a 30 day prior
written notice to the City.
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14.0 INSURANCE REQUIREMENTS
14.1 The Contractor shall carry insurance in the types and amounts for the duration of this
contract as listed in the draft service agreement, Attachment F to this solicitation, and
furnish certificates of insurance along with copies of policy declaration pages and policy
endorsements as evidence thereof. Failure to provide such information within five (5)
calendar days may be grounds for Agreement termination
15.0 PERFORMANCE
15 1 Failure of the City to insist in any one or more instances upon performance of any of
the terms and conditions of this Agreement shall not be construed as a waiver or
relinquishment of the future performance of any terms and conditions, but the Vendor's
obligation with respect to such performance shall continue in full force and effect
16.0 SUBCONTRACTING
16 1 No subcontracting of the work under this contract will be allowed without written
permission from the City.
17.0 HAZARDOUS CONDITIONS
17 1 The Vendor is required to notify the City immediately of any hazardous conditions
and/or damage to any property
17 2 Hazardous materials shall be handled with care and workers shall wear Personal
Protective Equipment (PPE) while handling hazardous material. If there are questions
regarding how to dispose of materials, the Contractor shall contact City of Fort Worth
Code Compliance at 817-392-1234
18.0 CONTRACT ADMINISTRATION AND TERMINATION
181 Contract administration will be performed by the City Department In the event the
Vendor fails to perform according to the terms of the agreement, The Department head
or his/her designee will notify the Vendor, in writing, of its failures. A meeting may be
arranged to discuss the Vendor's deficiencies A written cure notice may be prepared
giving the Vendor 14 calendar days to cure any deficiency.
182 In the event the Vendor continues with unsatisfactory performance, the department will
promptly notify the Sr. Purchasing Manager who will take appropriate action to cure the
performance problem(s), which could include cancellation, termination for convenience
or default. If the agreement is terminated for default, the Vendor may be held liable for
excess cost and/or liquidated damages.
18 3 The Vendor will be paid only those sums due and owing under the agreement for
services satisfactorily rendered, subject to offset for damages and other amounts which
are, or which may become, due and owing to the City.
184 The City reserves the right to terminate this agreement, or any part hereof, for its sole
convenience In the event of such termination, the Vendor shall immediately stop all
work hereunder and shall immediately cause any and all of its suppliers and
subVendors to cease work Subject to the terms of this agreement, the Vendor shall be
paid a percentage of the agreement price reflecting the percentage of the work
performed prior to the notice of termination, plus reasonable charges the Vendor can
demonstrate to the satisfaction of the City using its standard record keeping system,
have resulted from the termination. However, in no event shall the total of all amounts
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paid to the Vendor exceed the agreement price The Vendor shall not be reimbursed
for any profits which may have been anticipated, but which have not been earned up to
the date of termination.
19.0 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT
19.1 If the Federal award meets the definition of "funding eCFR — Code of Federal
Regulations agreement" under 37 CFR §401 2 (a) and the recipient or subrecipient
wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or
subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," and any implementing
regulations issued by the awarding agency.
20.0 CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
20.1 Vendor shall comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U S.C. 7401-7671q) and the Federal Water Pollution
Control Act as amended (33 U.S C 1251-1387) Violations must be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection
Agency (EPA)
21.0 DEBARMENT AND SUSPENSION
21.1 Per Executive Orders 12549 and 12689, a contract award (see 2 CFR 180.220) shall
not be made to parties listed on the government -wide exclusions in the System for
Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that
implement Executive Orders 12549 (3 CFR part 1986 Comp, p 189) and 12689 (3
CFR part 1989 Comp., p 235), "Debarment and Suspension " SAM Exclusions
contains the names of parties debarred, suspended, or otherwise excluded by
agencies, as well as parties declared ineligible under statutory or regulatory authority
other than Executive Order 12549.
22.0 BYRD ANTI -LOBBYING AMENDMENT 131 U.S.C. 13521
221 Firms that apply or bid for an award exceeding $100,000 00 must file the required
certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 U S C 1352
Each tier must also disclose any lobbying with non -Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier
to tier up to the non -Federal award
22 2 Bidders shall provide proof of Byrd Anti -Lobbying Amendment certification filings with
their bid, if the bid exceeds $100,000 00
23.0 NO BOYCOTT OF ISRAEL
231 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
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v.1.4 (November 30, 2021)
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" 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.
24.0 RIGHT TO AUDIT
241 Vendor agrees that City shall, until the expiration of three (3) years after final payment
under the Agreement, have access to and the right to examine any directly pertinent
books, documents, papers and records of Vendor involving transactions relating to the
Agreement Vendor agrees that City shall have access during normal working hours to
all necessary Vendor facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section.
City shall give Vendor reasonable advance notice of intended audits.
25.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
25.1 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
26.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
26.1 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
Vendor Services Agreement Page 23 of 24
v.1.4 (November 30, 2021)
EXHIBIT B
PAYMENT SCHEDULE
City will pay Vendor a total amount of up to One Hundred Thousand Dollars and Zero Cents
($100,000.00) for services received annually.
Following delivery, and acceptance of the services delivered by the City, the Vendor must provide the
City with an invoice summarizing (i) the services delivered, (ii) requesting payment, and (iii) listing the
purchase order number on the invoice. If the City requires additional reasonable information, it will
request the same promptly after receiving the above information, and the Vendor must provide such
additional reasonable information to the extent the same is available. Invoices must be submitted to the
City of Fort Worth by email at Supplierinvoices@fortworthtexas.gov or by mail to Attn: Accounts
Payable, 200 Texas
Street, Fort Worth, Texas 76102.
Vendor Services Agreement Page 24 of 24
v.1.4 (November 30, 2021)