Loading...
HomeMy WebLinkAboutContract 59711CSC No. 59711 FORTWORTH8 "Mir 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 S&S TRAIL SERVICES, L.L.C. ("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. &we of Cervices. Trail design and construction services ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on April 19, 2023 ("Effective Date") and expires on October 31, 2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). All trail design and construction work must be complete by October 1, 2023. 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Forty -Eight Thousand Dollars and 00/100 ($48,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-annronriation 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 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 Services Agreement S&S Trail Services, L.L.C. OFFICIAL RECORD page l of 17 CITY SECRETARY FT. WORTH, TX 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. ffight 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. 7. jngnendent 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 Vendor Services Agreement S&S Trail Services, L.L.C. Page 2 of 17 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, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, 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 and/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 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 Vendor Services Agreement S&S Trail Services, L.L.C. Page 3 of 17 software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Al*nment and Subcontracting. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement. 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 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 Y/ 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. Vendor Services Agreement S&S Trail Services, L.L.C. Page 4 of 17 Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (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. Vendor Services Agreement S&S Trail Services, L.L.C. Page 5 of 17 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: S&S Trail Services, L.L.C. Attn: Ryan Spates, Principle 512 Eberhart Lane #1303 Austin, TX 78745 14. Solicitation of Emnlovees. 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. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other Vendor Services Agreement S&S Trail Services, L.L.C. Page 6 of 17 similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. CounternaLtj. 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 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. jUMIlgration 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 1-9 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 Vendor Services Agreement S&S Trail Services, L.L.C. Page 7 of 17 (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. &nature Authority; The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Comnanv Name or Ownershiq. 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 Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 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" 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 Bolcottinfy Energv Comlianies. 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 Vendor Services Agreement S&S Trail Services, L.L.C. Page 8 of 17 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. ELCLtronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement S&S Trail Services, L.L.C. Page 9 of 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: William Johnson (Ju 5,202315:27 CDT) Name: William Johnson Title: Assistant City Manager Date: Jul 5, 2023 2023 \� � • �]�/\A:7�CK�]1%I►%ICI\ 1 1 By: &....,�,,.r.,. Lauren Prieur (Jul 3, 2023 15:30 CDT) Name: Lauren Prieur Title: Director, TPW ATTEST: By: Name: Jannette S. Goodall Title: City Secretary VENDOR: 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: Brandi Kelp Title: Senior Planner, TPW APPROVED AS TO FORM AND LEGALITY: pojFORT*ada By: as pro °° °°��pdd Name: Matthew A. Murray p$g 8 Title: Assistant City Attorney $*o° *j �aaa� nwXA?oap CONTRACT AUTHORIZATION: M&C: Not required Form 1295: Not required S&S TRAIL SERVICES, L.L.C. By: C Spates (Ju 27�:49 CDT) Name: Ryan Spates Title: Principle Date: J U n 27, 2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement S&S Trail Services, L.L.C. Page 10 of 17 EXHIBIT A SCOPE OF SERVICES Broadcast Hill Natural Area/ Tandy Hills Park & Nature Area/ Stratford Park & Nature Area Complex Trail Design Perform Site evaluations necessary to establish appropriate trail routes that consider sensitive habitat, significant trees, slope grade, erosion, pedestrian safety, water courses, and trail difficulty level. Develop trail routes in a manner that avoids diminishing the natural environment or the experience of being in a natural setting through the protection and management of natural ecosystems associated with trail development. Trail routes should avoid significant plant species and sensitive habitats with high diversity and quality. As part of the site evaluation, identify any unsustainable user -created trails to either be incorporated, improved, or closed and rehabilitated. Vendor Services Agreement S&S Trail Services, L.L.C. Page 11 of 17 Cross Section of Typical Hiking Trail: Prune (TrP.) Prepare drawings as necessary to construct the work and submit to City staff for review. Plans are not required to be sealed and stamped by an engineer or architect licensed in Texas. The plans are subject to City preliminary review and shall be approved by the City before construction begins. Working closely with the City to discuss options and get feedback before plans are developed is highly recommended. Drawings include, but are not limited to, layouts that show the relative position (vertical and horizontal as appropriate) of work to be performed and methods for performing work near sensitive areas and significant trees. If the Contractor determines that a change to the proposed trail route is needed after trail construction begins, the change must be submitted in writing to City Staff and approved before work may proceed. Provide a trail map and label all trails with difficulty levels and accessibility factors for the development of trail markers, maps, and signage. Include user -created trails on the map and identify which trails should be incorporated, improved, or closed and rehabilitated. Provide City staff with a recommended process for closure and rehabilitation of these trails. Site Protection Tandy Hills Natural Area is a protected natural area containing hundreds of native plant and animal species. To ensure the protection of this rare native landscape, certain construction activities are not allowed. This includes the prohibition of all -terrain vehicles and the storage of equipment and materials on site without prior approval from City staff. All plants, animals, and natural objects are protected outside of designated construction zone. Significant plants will not be specifically flagged by City staff, but sensitive areas will be identified prior to construction. City staff will review trail routes proposed by Contractor to ensure they do not disturb sensitive areas. Vendor Services Agreement S&S Trail Services, L.L.C. Page 12 of 17 Trail Construction Process Excavation Conserve and use all suitable material for specified work. Conserve excess excavated rock suitable for specified project work. Place excess and unsuitable excavation beyond the downslope edge of the trailbed. Do not obstruct drainage and spread to a depth not exceeding 4 inches. This includes any material removed in the grubbing operation and deposited in the same area. Trail Construction Contractor shall procure and/or provide all equipment necessary for trail construction. All trails shall be primitive natural surface trails (e.g. dirt and gravel) made with material from Site. If Contractor determines that outside material is necessary for construction, they must get prior approval from City staff. When crossing meadows and on turnpike sections, provide a sufficient depth of borrow material to produce a crowned trailbed. Compact all material placed. Trails should follow the Half Rule whereby a trail's grade shouldn't exceed half the grade of the hillside that the trail traverses. Overall, the average trail grade should be 10 percent or less. Remove any rock within or above the backslopes that is unstable. Fill holes with suitable material, compact, and cut high points to provide a uniform trailbed finish. Leave the finished slope in a uniform and roughened condition; with altered site material left in a natural appearance. Shape and grade borrow areas to make them stable and to minimize future erosion. Provide free -draining borrow sites and backslopes no steeper than 1 %3:1. On sideslopes where water can drain away from the trailbed, provide a sufficient depth of borrow material to obtain the outslope. Outslopes should be no greater than 5 percent and water should shed on the downhill side of tread. Construct embankments with suitable compacted material. Compact all disturbed soil within the trailbed area. Construct ditches to be free of loose rocks, roots, sticks, and other obstructions. Minor deviations of ± 12 inches in vertical alignment and 36 inches in horizontal alignment with smooth transitions of at least 30 feet on each side of the deviation are acceptable. Dispose of debris (not trash) resulting from trail development by scattering, unless otherwise specified. Do not scatter debris within the clearing limits of trails or within roadsides. Vendor Services Agreement S&S Trail Services, L.L.C. Page 13 of 17 ORROW, • t..- r haw Brush, Shrub, and Tree Removal Remove all brush, shrubs, trees less than 4 inches in diameter, and debris from within trailway limits. Cut and remove from the clearing limits all woody plants exceeding %2 inch in stem diameter or 12 inches in height. The maximum size material to be cut under this specification is 4 inches in diameter when measured at a height of 6 inches above the ground on the uphill side of the stump. Cut all brush and small, woody plants as near flush to the ground surface as possible. When impractical to cut plants flush, the maximum stem length shall be 2 inches. Remove all woody material for a minimum of 3 inches below the trail tread surface. Remove all limbs of shrubs and trees that extend across or into the clearing limits. Saw or cut limbs flush with the tree trunk. Make cuts in a manner that will not tear or strip bark from the trees. Do not obstruct drainage or create piles, berms, or windrows of debris. Place excess and unsuitable excavation beyond the downslope edge of the trailbed and/or use material to obscure and rehab retired trailbed. Do not obstruct drainage and spread to a depth not exceeding 4 inches. This includes any material removed in the grubbing operation and deposited in the same area. Fill holes in the trail caused by removing woody material with suitable material. Scatter the clearing debris removed from the clearing limits outside and below the clearing limits. Do not place materials in stream channels, drainage ways, ditches, culvert inlets, or other locations where they would prevent the free flow of water away from the trailbed. Vendor Services Agreement S&S Trail Services, L.L.C. Page 14 of 17 Log Removal Cut and remove all logs that extend across or into the clearing limits. The portions of cut logs that remain on the upper side of the trail shall be either firmly anchored to prevent sliding or rolling onto the trailway or moved across the trail to the lower side and scattered outside the clearing limits. Tree Root Removal Remove exposed tree roots on or in the trail tread that are greater than 1 inch in diameter. Cut embedded roots that project more than 2 inches above the trail tread flush with the trail tread. Scatter removed roots on the lower side of the trailway beyond the clearing limits and outside of water courses. Fill holes caused by root removal with suitable material and compact to form a smooth trail tread. Hazard Tree Removal Remove trees and snags that are broken off or that are in a leaning, unstable position over the trailway to designated areas. Cut designated hazard trees so that stump heights do not exceed 12 inches as measured on the uphill side of the stump. Maximum stump height of designated trees within 4 feet of the trail centerline is 4 inches. Do not leave felled trees parallel with the trail unless there are sufficient barriers to keep them from rolling or sliding onto the trail. Lop limbs to reduce slash concentration and scatter the clearing debris outside and below the clearing limits. If the trunk or a portion thereof, falls within the trailway, remove that portion within 4 feet of either side of the trail centerline and scatter a minimum distance of 4 feet beyond and below the trail centerline. Rock Removal Remove loose rocks that are larger than 2 inches at their greatest dimension from the trailbed. Remove any loose rock in drainage dips or ditches that may impede water flow off the trail. Loose rocks are rocks that are not firmly embedded in the trail and can be removed by hand. Where the trailbed consists predominantly of rock with little or no soil present, remove all loose rock larger than 3 inches. Fill any holes remaining from rock removal with suitable material and compact. If the rock removed is not needed for other items of maintenance work, scatter the rock by side -casting to the lower side of trailway beyond the clearing limits, and distribute rock to ensure that no blockage of drainage or creation of a windrow occurs. Do not dispose of waste materials in water courses. Check Dams When constructing check dams for gullies use sound peeled logs or a row of stones placed across the gully in the subgrade with the ends securely embedded in the banks. Use suitable material for backfill. Place and compact backfill to meet the density of the existing trailbed and to form a smooth tread. Fords When direct water crossing is not feasible, a ford (natural rock bottom) crossing may be constructed to reinforce trailbed passing across a stream or drainage. Rock may be collected from adjacent area, but in a manner to leave area appearing undisturbed. Grade Reversals Grade reversals diminish sheet flow on trail. Construct as needed based upon topography. Generally, grade reversals should occur every 20 to 50 feet in topography. Retaining Walls If a retaining wall is necessary, construct from local rocks on -site. Do not denude an area of rock. Inslope the foundation and lay rocks in a manner so that they do not move. Span gap of lower layer and fill voids with angular rubble. The wall should lean into the slope and have an inward tilt of 1 foot for every 4 feet of Vendor Services Agreement S&S Trail Services, L.L.C. Page 15 of 17 height. Backfill with available soil at site. Waterbars Waterbars are diagonal channels across a path surface that divert surface water runoff away from the road or path into a protected drain way. Install waterbars in moderation and only as needed. Waterbars should be constructed with materials (clay soil, rock) locally available onsite. Outfall on the downslope of trail tread should be armored with rock. LAWS, REGULATIONS, AND ORDINANCES The contractor 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. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement, the contractor is required to comply with new policy. Any mandates requiring the City to comply with new guidelines will also require the contractor to comply. Vendor Services Agreement S&S Trail Services, L.L.C. Page 16 of 17 EXHIBIT B 16MAO I DINOMD91119 Vendor will invoice City for design services upon design approval and acceptance by City staff. Vendor will invoice the City for 50% of construction services after the construction of 50% of the trail, including user -created trail incorporation, improvements, and closures, and the City or its representatives have inspected, approved, and accepted the job as complete. Vendor will invoice the City for the remainder of construction services after completing the trail, including user -created trail incorporation, improvements, and closures, and the City or its representatives have inspected, approved, and accepted the job as complete. If all trail construction, including user -created trail incorporation, improvements, and closures, is performed within a 30-day timeframe, vendor will submit a single invoice for all construction services. Vendor Services Agreement S&S Trail Services, L.L.C. Page 17 of 17 FORTWORTH Routing and Transmittal Slip TPW Stormwater Management DOCUMENT TITLE: S&S Trail Services, LLC CS Service Contract M&C: CPN CSO DOC# Remarks: This Contract is for natural surface trail design and construction services at the Broadcast Hill -Tandy Hills -Stratford Park and Nature Area complex. This work will be managed by Open Space in coordination with PARD and is being funded by a grant from the North Texas Community Foundation. INITIALS DATE OUT 1. Brandi Kelp, TPW Jun 27, 2023 2. Scott Penn, PARD 4&— jm Jun 28, 2023 3. Jennifer Dyke, TPW ? Jul 3, 2023 4. Lauren Prieur, TPW Jul 3, 2023 5. Matt Murray, Legal Jul 3, 2023 6. William Johnson, CMO Jul 5, 2023 7. Ron Gonzales, CS Office Jul 5, 2023 8. Jannette Goodall, CS Office 7,�6 Jul 5,2023 9. Allison Tidwell, CS Office � Jul 7, 2023 DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: ❑ Yes X No SAME DAY: ❑ Yes X No NEXT DAY: ❑ Yes X No ROUTING TO CSO: X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Please call Liz Camargo at ext.8759 for pick up when completed. Thank you.