HomeMy WebLinkAboutContract 60916CSC No. 60916
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City"), and Center for Procurement Excellence
("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties."
1.0 SCOPE OF SERVICES
Vendor agrees to conduct two half -day procurement training sessions that cover various procurement
topics as listed in the attached Exhibit A ("Services"). Each day of the scheduled training, Vendor shall provide
training between 8:00 am to 5:00 pm, Central Standard Time at the dates and times listed in Exhibit A. Training
will take place at the Rockwood Park and Golf Course located at 1851 Jacksboro Highway, Fort Worth, Texas
76114. City and Vendor may agree to reschedule the dates of the training, but any such rescheduling shall be
at the City's sole discretion. The training is further described in Exhibit A, which is attached hereto and
incorporated herein for all purposes.
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire one year after,
unless terminated earlier in accordance with the terms of this Agreement.
3.0 COMPENSATION
The maximum amount to be paid to Vendor by City for all Services provided pursuant to or in relation
to this Agreement shall be a fixed amount of two thousand dollars ($2,000.00). In no event will City pay
an annual amount exceeding this amount. It is agreed that this amount includes all costs, fees, or other
amounts that the Vendor will incur in providing the Services and the City shall not be liable for any other
amount to the Vendor. Upon completion of the Services, Vendor must submit an invoice for payment by
emailing it to supplierinvoices@fortworthtexas.gov. Vendor will not be entitled to receive any compensation
or money from City for any additional services under this Agreement unless City requests and approves in
writing the additional costs for such services.
4.0 TERMINATION
City or Vendor may terminate this Agreement at any time and for any reason by providing the other
parry with thirty (30) days written notice of termination. If City terminates this Agreement with the required
notice, City shall not owe any compensation to the Vendor. Subject to the force majeure clause herein, if the
City does not provide the required notice, the parties shall first attempt to reschedule the Services. In the event
an agreement cannot be reached, City shall pay Vendor $1000.00 for failure to provide the required notice
within thirty (30) days of the notice of termination by check. Subject to the force majeure clause herein, if
Vendor does not provide the required notice, Vendor shall pay City $1000 within thirty (30) days of the notice
of termination in the manner directed by the City.
5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
The City shall be responsible for providing the facilities and audio/visual equipment needed by
Vendor. The City shall not be required to purchase any new audio/visual equipment. Vendor agrees to provide
the City with a list of necessary audio/visual equipment needed at least two (2) weeks prior to the start of
Services. The City agrees to notify Vendor of any equipment that is not available within two days of receiving
the list of necessary equipment.
Vendor Services Agreement OFFICIAL RECORD
CoFW and Center for Procurement Excellence
CITY SECRETARY
Page 1 of
FT. WORTH, TX
Vendor will provide at least one (1) qualified instructor ("Instructor") for the training program who
will facilitate the Services. Vendor agrees to provide each registered course participant with course materials
and supplies pertinent to the subject areas to be covered.
6.0 RIGHT TO AUDIT
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including,
but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary facilities and shall be provided adequate and appropriate workspace to conduct audits in
compliance with the provisions of this section. City shall give Vendor reasonable advance notice of
intended audits.
7.0 INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Vendor shall operate as an independent Contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subContractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Contractors and subContractors. Vendor further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall
in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subContractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subContractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subContractor.
8. LIABILITY AND INDEMNIFICATION
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSANDAGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROMAND A GAINS T ANY A ND ALL CLAIMS OR LAWSUITS OFANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND
Vendor Services Agreement
CoFW and Center for Procurement Excellence
Page 2 of 8
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9.0 ASSIGNMENT
Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute
a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and
obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations
of Vendor under this Agreement prior to the effective date of the assignment.
10.0 COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
11.0 NON-DISCRIMINATION COVENANT
Vendor, for itself, its personal representatives, assigns, subContractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
12.0 NOTICES
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth Center for Procurement Excellence
Attn: Jo Ann Gunn Attn: Jeff Sawyer
200 Texas Street PO Box 27565
Fort Worth, TX 76102-6314 Tempe, AZ 85285
Email: Jo.Gunn(a,fortworthtexas.2ov Email: jef£sawyer@center4procurement.org
With copy to Fort Worth City Attorney's Office at
same address
Vendor Services Agreement
CoFW and Center for Procurement Excellence
Page 3 of 8
13.0 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.
14.0 GOVERNING LAW / VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
15.0 SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
16.0 FORCE MAJEURE
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 12 of this Agreement.
17.0 HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
18.0 REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or its
Exhibits.
Vendor Services Agreement
CoFW and Center for Procurement Excellence
Page 4 of 8
19.0 AMENDMENTS/ MODIFICATIONS/ EXTENSIONS
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
20.0 ENTIRETY OF AGREEMENT
This Agreement, including the attached Exhibits, contain 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.
21.0 IMMIGRATION NATIONALITY ACT
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision.
22.0 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these
warranties and representations in entering into this Agreement or any amendment hereto.
23.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
24.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
Vendor Services Agreement
CoFW and Center for Procurement Excellence
Page 5 of 8
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. To the extent
that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
25.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, 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. 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 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.
26.0 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.
(signature page follows)
Vendor Services Agreement
CoFW and Center for Procurement Excellence
Page 6 of 8
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: Jo Gun Feb 7, 202417:54 CST)
Name: Jo Ann Gunn
Title: Chief Procurement Officer
APPROVAL RECOMMENDED:
By: Jo Gun Feb 7, 202414:35 CST)
Name: Jo Ann Gunn
Title: Chief Procurement Officer
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: Brandy Hazel
Title: Senior Purchasing Manager
APPROVED AS TO FORM AND
LEGALITY:
ATTEST: �oFORr�°ap
pro 0=0 ���26QliC.IL G(fLGG�6YItb
V
°o* * A By:
144� ...... 4� Name: Jessika Williams
By: Title: Assistant City Attorney
Name: Jannette Goodall
Title: City Secretary CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved: N/A
Form 1295 Certification No.: N/A
VENDOR:
By:
Vendor: Center for Procurement Excellence
Name: Jeff T. Sawyer
Title: President of the Board of Directors
Vendor Services Agreement OFFICIAL RECORD
CoFW and Center for Procurement Excellence CITY SECRETARY
Page 7 of 8 FT. WORTH, TX
1*14111:311W.1
I
ORTWORTH. Proc tireinerit Month Training
Acrenda
Center for Proci ren.-ient Excellence
Wedner, a-3f30/20-4
f:00-1:15 — lT'd me and C�.-1x,
1.155-2: 0 -The Road to RF? Mme Wencw
# r_,MdErCMM&Ug5OLdMb=
+ C'GA. for Prot + rme m Srmxgs
oC}3:00 — Trps and Tn&for Ioareased VenIx R&spame-
71UMkLngIdLe a Veadoi
# Smaple Ssp-. to a®rc the Brc Fenders
# lnmradug FT7 Respon!L— md Adrmboed IT,Research
3:oa-3:15 -sit
315'4:15 — Nea Prwbm m Scrape of Wcrk Derek .es
# Tonl: & Te:l=gaes coUic mah Lao-^j,, CLe=
# Challenges in Cux,^'Paste and AI ib SOW Derda T.
# +7aQnecreLCorkshop!
4.15-4:30 — Wrap up and dose
Th=-,day 3%21{303#
7:30-S:00 - Reps-u-m»n and ChmL-In
B.-DM:30 — welcome abd
6:.'�0*'9:30 — Mr. ke Puhlie WOZk Ccnsnnecan
# RFPs Fs- Low Bid
Delis 3dnre `Than Jnn Pcacvcrw=
# Does MgW Qaak5edahl=Ez n^:
# OpM==.,g i' uanoa Cxite a m Cna.-MXt.On
# r-_mruns1xh to Okulook
p—M-10:13-BecoamgRUA+nocLuenw +PrafrsSe®1
# I wing 7 =I W-Crk
# = 1 Respoase Rne:
# Sappier I®cmal debts
# BUM Prafeet CKi MMM
10:15-10s30 Brcalr
i0:30-12.--00 — ChaLkagmg FJTs is 1 am Funue
# 3<Prgetr.�
1-The 12 Ear}s'aGSrnmg Sago.: o €1'I PnoSea Farluce
2- Casueex Can&cams and Thera Inaporance foe IT
3. The Do's and Donts of TT Lia3xc IL__eL ch
# Zuua—.s Semxes ganrb= >, RaL= 'J, andPw&zmcma;
Vendor Services Agreement
CoFW and Center for Procurement Excellence
Page 8 of 8