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Contract 61070
City Secretary Contract No. 61070 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 Antigo Construction Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Concrete pavement rubblization on Northern Cross Boulevard ("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 March 15, 2024 ("Effective Date") and expires on December 31, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 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 Fortv Three Thousand Seven Hundred Fiftv and 00/100 Dollars ($43,750.00). 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-annrovriation 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 will return all City provided data to City in a machine readable format or other format deemed acceptable to City. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 1 of 17 City Secretary Contract No. 61070 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 2 of 17 City Secretary Contract No. 61070 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. Liabilitv 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 (INCLUDING ALLEGED 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 software and/or documentation to make it non -infringing, provided that such modification City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 3 of 17 City Secretary Contract No. 61070 does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis 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 City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 4 of 17 City Secretary Contract No. 61070 $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage 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 City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 5 of 17 City Secretary Contract No. 61070 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 IWZ130VIMIL"ItoW.111uA 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 electronic means with 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: Marwan Hafez 200 Texas Street Fort Worth, TX 76102-6314 Email Address: Marwan. HafezAfortworthtexas. 2ov With copy to Fort Worth City Attorney's Office at same address WIN�AW11�19 Antigo Construction Inc. Attn: Matthew Shinners 5250 Clermont St Antigo, Wisconsin 54409 715-627-2222 (Office) Email Address: mshinnersa,antiaoconstruction.com 14. Solicitation of Emulovees. 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. City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 6 of 17 City Secretary Contract No. 61070 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 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 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. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's 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. City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 7 of 17 City Secretary Contract No. 61070 25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all 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 (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" 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 City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 8 of 17 City Secretary Contract No. 61070 the Agreement. 30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Consultant'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, 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 9 of 17 City Secretary Contract No. 61070 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: C>� Name: Jesica McEachern Title: Assistant City Manager Date: Mar 8, 2024 APPROVAL RECOMMENDED: By: Lauren 202413:49 CST) Name: Lauren Prieur Title: Director, Transportation & Public Works pdp44pQ�� ATTEST: � F°RT 09 oa - Ov oa oo o=a° o°�cvd A g daa� bE"Goo By: Name: Jannette Goodall Title: City Secretary VENDOR: Antigo Construction Inc. By: ?eatbfll�s Name: Matthew Shinners Title: President Date: February28 2024 City of Fort Worth Vendor Services Agreement Updated 12.08.23 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: Ma wan Hafez (Feb 26, 282 1T.3TCST) Name: Marwan Hafez Title: Professional Engineer APPROVED AS TO FORM AND LEGALITY: BJ • Douelas Black lMar5.20241619 C5T1 Name: Douglas W Black Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C No.: N/A M&C Date: N/A Page 10 of 17 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Concrete Pavement Rubblization on Northern Cross Boulevard City Project No. 105210 City Secretary Contract No. 61070 FORT WORTH. EXHIBIT A SCOPE OF SERVICES The scope set forth herein defines the work to be performed by Vendor in completing the project. Both City and Vendor have attempted to clearly define the work to be performed and address the needs of the Project. 1. OBJECTIVE The objective of this agreement is to engage a specialized technique of modified rubblization in addition to rolling and seating of existing concrete pavement to create a stable construction platform for a pavement overlay either with or without an intermediate base layer. This technique is applied on the following streets Block Street Name 3400 - 3699 Northern Cross Blvd EB 3260 - 3398 Northern Cross Blvd EB 3400 - 3699 Northern Cross Blvd WB 3307 - 3399 Northern Cross Blvd WB 2. WORK TO BE PERFORMED 2.1 Equipment Street Limits Quantity Unit Altair Blvd - Endicott Ave 4,722 SY Pvmt Change - Altair Blvd 2,132 SY Altair Blvd - Endicott Ave 4,697 SY Pvmt Change - Altair Blvd 1,401 SY (1) Rubblizer — A self-contained, self-propelled, multi -head breaker (MHB), with each hammer independently adjustable. (2) Z-Grid Vibratory Roller - Provide a steel wheel, self-propelled vibratory roller, with a minimum weight of 10 tons, and a Z-pattern cladding bolted transversely to the surface of the drum. 2.2 Construction — Modified Rubblization (1) Operate equipment in a manner that will not damage the base, underground utilities, drainage structures, and other facilities on the project. Repair any damage that occurs as the engineer directs. (2) Unless otherwise directed, rubblize the entire lane width in one pass. Provide a screen to protect vehicles from flying particles as directed. Fracture the concrete full -depth and uniformly across the pavement width to completely de -bond any reinforcing steel. Achieve 12-inch to 18-inch sized pieces identified with clearly visible cracks at the surface. Occasional surface spalling may occur. (3) The engineer may direct or allow larger maximum particle dimensions if existing pavement or subgrade conditions require larger particles in order to create a stable construction platform. (4) Compact by seating the pavement with the following rolling pattern: a. Four passes with the Z-grid vibratory roller City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 11 of 17 City Secretary Contract No. 61070 2.3 Measurement (1) The measurement for this service shall be by the square yard of completed and accepted concrete rubblization. 2.4 Payment (1) The work performed and materials furnished in accordance with this service will be paid for at the unit price per square yard of rubblized concrete pavement. (2) The concrete modified rubblization item price shall include: a. Rubblizing performed by means of an MHB Badger Breaker® b. Rolling the rubblized pavement by four passes with vibratory Z-pattern grid roller (3) The City will pay a lump sum of $8,000.00 for mobilizing and demobilizing one MHB and grid roller. City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 09.13.23 City Project No. 105210 Page 12 of 17 City Secretary Contract No. 61070 FORT WORTH. EXHIBIT B COMPENSATION I. Compensation A. Vendor shall perform the work and be compensated as shown in Exhibit 13-1 for performing the services enumerated in Exhibit A. B. Vendor shall be paid monthly payments as described in Section II — Method of Payment. II. Method of Payment A. Vendor shall be paid by City based upon an invoice created on the basis of completed and accepted quantities of concrete rubblization as described in Exhibit A. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of Vendor. C. Payment of invoices will be subjected to certification by City that such work has been performed. III. Summary of Total Project Fees Firm Primary Responsibility Prime Contractor Antigo Construction Inc. The described service in Exhibit A. Proposed MWBE Sub -Contractors N/A Non-MWBE Sub -Contractors N/A City of Fort Worth Vendor Services Agreement Updated 12.08.23 Fee Amount % 43,750.00 100 TOTAL $_43,750.00_ 100% Concrete Pavement Rubblization on Northern Cross Boulevard City Project No. 105210 Page 13 of 17 City Secretary Contract No. 61070 Project Number & Name Total Fee MWBE Fee MWBE % CPN 105210 —Concrete Pavement $ 43,750.00 $ N/A —N/A —% Rubblization on Northern Cross Boulevard City MWBE Goal = _0.0_% Contractor Committed Goal = _0.0_ % City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 09.13.23 City Project No. 105210 Page 14 of 17 City Secretary Contract No. 61070 Autillis CONSTRUCTION INC. Exhibit B-1 Pavement rubblizing, cracking & seating, and breaking for removal SINCE 1982 Fax Message To: /{'%L�'GJIt N //,t �� Company: C� f� 12*& k) or-(� Antigo Construction Family of Companies Corporate Office Date: g/ /6 A3 Time: RE: TX Fort Worth Letting of 8/17/23, Northern Crossing, Tarrant Co. RUBBLIZING Antigo Construction, Inc. will provide the necessary labor, equipment, and supervision to rubblize and compact approximately 13,000 square yards of bare, 7" PCC pavement at the unit price of $2.76 per square yard of pavement rubblized. Rubblizing will be performed by means of a MHB Badger Breaker& Initial compaction will be performed by means of a vibratory steel drum grid roller. Included in above price: rubblize pavement; 4 passes with vibratory Z-pattern grid roller. Excluded from the above price: dust suppression (not needed on any project in the past); removal of asphalt surfacing; removal of exposed reinforcement; breakdown or remove and dispose of oversized pieces of rubblized pavement; smooth drum and pneumatic rolling; proof -rolling; digging test sections; furnishing and placing filler aggregate; removing and replacing soil at pavement edges to facilitate drainage; traffic control; and saw cutting. MOBILIZATION Mobilizing and demobilizing one MHB and grid roller: 1 Lump Sum $8,000 If a bond is required, add 1% to the above prices. Any sales tax, gross receipts tax, local tax, etc. to be paid by contractor. This quote is valid for 60 days from letting date. CORPORATE OFFICE: 2520 Clermont St • Antigo, Wisconsin 54409-2931 • 715-627-2222 WESTERN DIVISION: 1973 Commerce Ave • Boise, Idaho 83705-5314 0 208-345-1790 • fax 208-342-0173 www.antigoconstruction.com • e-mail: ac@antigoconstruction.com AN EQUAL OPPORTUNITY EMPLOYER City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 09.13.23 City Project No. 105210 Page 15 of 17 City Secretary Contract No. 61070 FORT WORTH. EXHIBIT C LOCATION MAP - SANDSHELL DRIVE rn N -- - m' _ ll m I I NORTHEAST LOOP 820 SR WB _ 1� �I NORTHEAST-LOOP.82U FREEWAY - 820 TOLL EXPRESS WB FREEWAY- - ---- - - -820 TOLL EXPRESS EQFREEWAY — - _ = NORTHEAST LOOP 820 FREEWAY NORTHEAST LOOP-820 SR EB- — - - Alf � 2 <u O URSA LANE O �` A 2� O �V/444 20 TANAGROSS DRIVE A�' o ORTNERN GROSS OVG SEVPRD L4 N a U N � w A a w m LEGEND QUORUM DRIVE Z Selected Roads 0 0.047E0-095 0-19 0.285 0.38 Miles City of Fort Worth Vendor Services Agreement Updated 12.08.23 Concrete Pavement Rubblization on Northern Cross Boulevard City Project No. 105210 Page 16 of 17 City Secretary Contract No. 61070 FORT WORTH. EXHIBIT D INSURANCE REOUIREMENTS THIS PAGE LEFT INTENTIONALLY BLANK City of Fort Worth Vendor Services Agreement Concrete Pavement Rubblization on Northern Cross Boulevard Updated 12.08.23 City Project No. 105210 Page 17 of 17 POLICY DTE-CO-1242N928-TCT-24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN (a) The Additional Insured — Owners, Les - INSURED: sees or Contractors — Scheduled Person Any person or organization that: or Organization endorsement CG 20 10 a. You agree in a written contract or agreement to 07 04 or CG 20 10 04 13, the Additional include as an additional insured on this Coverage Insured — Owners, Lessees or Contrac- Part; and tors — Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 04 13, b. Has not been added as an additional insured for or both of such endorsements with either the same project by attachment of an endorse- of those edition dates; or ment under this Coverage Part which includes (b) Either or both of the following: the Addi- such person or organization in the endorsement's tional Insured — Owners, Lessees or Con - schedule; tractors — Scheduled Person Or Organi- is an insured, but: zation endorsement CG 20 10, or the Ad- a. Only with respect to liability for "bodily injury" or ditional Insured — Owners, Lessees or "property damage" that occurs, or for "personal Contractors — Completed Operations en - injury' caused by an offense that is committed, dorsement CG 20 37, without an edition subsequent to the signing of that contract or date of such endorsement specified; agreement and while that part of the contract or the person or organization is an additional in - agreement is in effect; and sured only if the injury or damage is caused, b. Only as described in Paragraph (1), (2) or (3) be- in whole or in part, by acts or omissions of low, whichever applies: you or your subcontractor in the performance (1) If the written contract or agreement specifical- of "your work" to which the written contract or ly requires you to provide additional insured agreement applies; or coverage to that person or organization by (3) If neither Paragraph (1) nor (2) above applies: the use of: (a) The person or organization is an addi- (a) The Additional Insured — Owners, Les- tional insured only if, and to the extent sees or Contractors — (Form B) endorse- that, the injury or damage is caused by ment CG 20 10 11 85; or acts or omissions of you or your subcon- (b) Either or both of the following: the Addi- tractor in the performance of "your work" tional Insured — Owners, Lessees or Con- to which the written contract or agree - tractors — Scheduled Person Or Organi- ment applies; and zation endorsement CG 20 10 10 01, or (b) Such person or organization does not the Additional Insured —Owners, Lessees qualify as an additional insured with re - or Contractors — Completed Operations spect to the independent acts or omis- endorsement CG 20 37 10 01; sions of such person or organization. the person or organization is an additional in- The insurance provided to such additional insured is sured only if the injury or damage arises out subject to the following provisions: of "your work" to which the written contract or a. If the Limits of Insurance of this Coverage Part agreement applies; shown in the Declarations exceed the minimum (2) If the written contract or agreement specifical- limits required by the written contract or agree- ly requires you to provide additional insured ment, the insurance provided to the additional in - coverage to that person or organization by sured will be limited to such minimum required the use of: limits. For the purposes of determining whether CG D6 04 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY C. this limitation applies, the minimum limits required by the written contract or agreement will be con- sidered to include the minimum limits of any Um- brella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury', "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional archi- tectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury' or "property damage" caused by "your work" and included in the "products -completed operations hazard" un- less the written contract or agreement specifi- cally requires you to provide such coverage for that additional insured during the policy period. The additional insured must comply with the fol- lowing duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal pa- pers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insur- ance which would cover such additional in- sured for a loss we cover. However, this con- dition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organiza- tion as a named insured as described in Par- agraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 © 2017 The Travelers Indemnity Company. All rights reserved. CG D6 04 02 19 POLICY DTE-CO-1242N928-TCT-24 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has pad it applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Co erage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is a a lable to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospe ti e premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respe t to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purpose o a tracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. FORT WORTH. Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Concrete Pavement Rubblization on Northern Cross Boulevard M&C: CPN: 105210 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Alexandra Ripley TPW - initial W Mar 1, 2024 2. Matthew Shinners/Antigo C Inc. Vendor - Signature�1 Feb 28, 2024 3. Marwan Hafez TPW - Signature MHMX Feb 26, 2024 4. Mary Hanna TPW -initial NW Mar 1, 2024 5. TPW AD, Patricia Wadsack TPW - initial Mar 1, 2024 6. Lauren Prieur TPW - signature Mar 1, 2024 7. Doug Black Legal - signature b "" Mar 5, 2024 8. Jesica McEachern CMO - signature CW` Mar 8, 2024 9. Jannette Goodall CSO - signature �6 Mar 8, 2024 10. TPW Contracts TPW 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 ®No RUSH: []YES ®No SAME DAY: []YES []No NEXT DAY: ❑YES ❑No ROUTING TO CSO: ®YES ❑No Action Required: ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return To: TPWContracts(a,FortWorthTexas.2ov at ext. 7233 or 8363, for pick up when completed. Thank you! Updated 06.21.2023 mdhm Franchise Tax Account Status As of : 01 /02/2024 10:56:44 This page is valid for most business transactions but is not sufficient for filings with the Secretary of State ANTIGO CONSTRUCTION, INC. Texas Taxpayer Number 13912830869 Mailing Address 2520 CLERMONT ST ANTIGO, WI 54409-2931 0 Right to Transact Business in ACTIVE Texas State of Formation WI Effective SOS Registration Date 02/28/2002 Texas SOS File Number 0800062726 Registered Agent Name INCORP SERVICES, INC. Registered Office Street Address 815 BRAZOS ST STE 500 AUSTIN, TX 78701