HomeMy WebLinkAboutContract 60976City Secretary Contract No. 60976
FORT WORTH.
4*
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, and The
University of Texas at Arlington, Division for Enterprise Development ("Vendor"), each individually
referred to as a "Party" and collectively referred to as the "Parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services; and
3. Exhibit B — Price Schedule.
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the terms
and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall
control.
1. Scope of Services. Vendor will provide Roadway Illumination and Electrical Installation
training and certification to City, as described in more detail in Exhibit "A," - attached hereto and
incorporated herein for all purposes.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire one year after ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew
this Agreement under the same terms and conditions, for up to four (4) one-year renewal options.
3. Compensation. City shall pay Vendor in accordance with the provisions of this Agreement
and the fee schedule located in Exhibit `B," — Price Schedule. Total annual payment made under this
Agreement by City shall be in an amount up to Fifteen Thousand, Nine Hundred Fifty Dollars and
zero cents ($15,950.00). Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Oblisations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify 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.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
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6. 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 Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and sub -vendors. 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, Vendors and Subvendors. 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 Subvendor of Vendor. Neither Vendor, nor any officers, agents, servants,
employees or Subvendor 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 Subvendor.
Liabilitv and Indemnification.
8.1 LIABILITY - BOTH PARTIES 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 THE RESPECTIVE PARTIES, THEIR OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES TO THE EXTENT ALLOWED UNDER LAW.
8.2 GENERAL INDEMNIFICATION - BOTH PARTIES HEREBY COVENANT
AND AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE OTHER, ITS
OFFICERS, AGENTS, 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 THE OTHER PARTY'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
THE OTHER PARTY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES TO THE
EXTENT ALLOWED UNDER LAW.
Assignment and Subcontracting.
Vendor Services Agrccmcnt Page 3 of 11
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9.1 AssiLn lent. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor is a state agency under the laws of the state of Texas and pursuant to
such relevant laws is self -insured. Vendor will provide a letter of self -insured status to City.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
Subvendors 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, SUBVENDORS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: William Johnson, 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:
The University of Texas at Arlington, Division for
Enterprise Development
140 West Mitchell Street, Box 19197
Arlington, TX 76019
Facsimile: NA
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14. Governmental Powers. It is understood and agreed that by execution of this Agreement,
neither party waives or surrenders any of its governmental powers or immunities.
15. 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 shall 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.
16. 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.
17. 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.
18. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
19. 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.
20. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A and B.
21. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a parry hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
22. Entirety of Agreement. This Agreement, including Exhibits A and B, 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.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
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
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warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
26. Ownership of Work Product. Vendor maintains all ownership of and rights to any
intellectual property used as part of providing the services under this agreement. Vendor offers a revocable
license for employees of the City to utilize the intellectual property for training purposes of City employees
only. Vendor does not transfer any ownership rights of any intellectual property to the City, and the City
may not use any intellectual property licensed under this agreement for purposes not expressly authorized
in writing by the Vendor.
27. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
28. Change in Comuanv Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
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
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.
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City Secretary Contract No.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more
full-time employees) unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
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 which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Page 7 of 11
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: 00 JU
Name: Jesica McEachern
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
A.....,�,.:.
By. aiiren Pri—r- (FPII 7 4 11 5 f_ST)
Name: Lauren Prieur
Title: Director, Transportation & Public Works
ATTEST:
00 004U
of FORrao
a=°°o9•a i
�o
c
By: q A aa�� TEXA`�otiG
(I �444464
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
The University of Texas at Arlington, Division for
Enterprise Development
Bv:
Name:
John Davidson
Title:
Vice President & CFO
Date: 02/15/2024
CONTRACT COMPLIANCE MANAGER:
By signing I acl4nowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: 6w�—
Name: Clint Hoover
Title: Engineering Manager
APPROVED AS TO FORM AND LEGALITY:
By: 9a4/ aJ
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295:
APPROVED AS TO FORM BY UTA LEGAL COUNSEL
Digitally Signed by Kimberly
Kimberly Grubb oa a 202a.02.1a23:06:2a
-06'00,
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Exhibit A Page 8 of 10
City Secretary Contract No.
EXHIBIT A
M011]9BE$]Mal:11/MM
Vendor will provide Roadway Illumination and Electrical Installation Training and
Certification for the City of Fort Worth
This 24-hour course is designed to cover all aspects for the proper field installation of lighting
and other electrical equipment along Texas roadways. Class materials will include information
on TxDOT specifications, construction plans, approved materials, and electrical best practices
from the National Electrical Code. A certification test is administered at the end of the class.
This course is required for contractor's wishing to bid on state projects. Each participant will
receive a copy of the current NFPA 70: National Electrical Code in addition to other teaching
materials.
UTA/DED will select qualified instructors and provide related course materials. Upon
completion of the courses, UTA/DED will provide program completion certificates for the
students.
EXHIBIT B
PRICE SCHEDULE
Class Dates: To be determined by parties
Location: 5001 James Avenue, Fort Worth, TX 76115
Time: 8:OOAM-5:OOPM
Total number of participants: Maximum of 12
Program Fee: $7650 (includes travel expenses for the instructor)
This proposal will be effective for 180 days.
Should it be acceptable, please email your PO number to jwillingham@uta.edu
Vendor Services Agreement — Exhibit B Page 10 of 11
FORT WORTH.
Routing and Transmittal Slip
Transuortation & Public Works Department
DOCUMENT TITLE: The University of Texas at Arlington, Division for
Enterprise Development
For: Roadway Illumination and Electrical Installation Training and Certification
M&C: NA CPN:
CSO:
DOC#:
Date:
To:
Name
Department
Initials Date Out
1.
Clint Hoover
TPW- Signature
W
2.
Anna Benavides
TPW — Initials
1e
AB
3.
Martin Phillips
TPW- Initials
4.
Lauren Prieur
TPW- Signature
?�
5.
Jessika Williams
Legal- Signature
,W �w
6.
Jesica McEachern
ACM- Signature
0'
7.
Ronald Gonzales
CSO — Initial
KC
8.
Jannette Goodall
CSO-Signature
jJC
9.
Allison Tidwell
CSO-Assign CSC
A�
10.
Tabitha Giddings
TPW-Admin
II.
10.
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 ZNo
RUSH: ❑YES ®No SAME DAY: ❑YES ZNo NEXT DAY: []YES ZNo
ROUTING TO CSO: ZYES ❑No
Action Required:
❑ As Requested
❑ For Your Information
® Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs