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HomeMy WebLinkAboutContract 61334CSC No. 61334 VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), and Janet L. Hasty doing business as GPS ("Vendor"), each individually referred to as a "parry" and collectively referred to as the "parties." 1.0 SCOPE OF SERVICES Vendor agrees to provide a qualified instructor to conduct two (2). two-dav contract management training sessions (each referred to as a session) for up to fifty (50) City employees per session, as further discussed in the attached Exhibit A ("Services"). Each day of the scheduled training, Vendor shall either directly or through a subcontractor agreed to by the City provide eight hours, including regular breaks, of 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 City of Fort Worth City Hall located at 100 Fort Worth Trail, Fort Worth, Texas 76102 (in GPS the address is currently 100 Energy Way, Fort Worth Texas, 76102). 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 an amount up to twelve thousand four hundred dollars ($12,400.00). In no event will City pay an annual amount exceeding this amount. It is agreed that this amount includes all materials (including printed 160-page workbooks for each attendee), costs, fees, or other amounts that Vendor will incur in providing the Services and that City shall not be liable for any other amount to Vendor. Upon completion of each Session, Vendor must submit an invoice for payment by emailing it to SupplierInvoices(a fortworthtexas.Liov. Each invoice shall be in the amount of six thousand two hundred dollars and no cents ($6,200.00). 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 party 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 Services Agreement CoFW and Janet L Hasty OFFICIAL RECORD Page 1 of 10 CITY SECRETARY FT. WORTH, TX Vendor. The City shall not be required to purchase any new audio/visual equipment. Vendor agrees to provide the City 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 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 in order 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. Vendor Services Agreement COFw and Janet L Hasty Page 2 of 10 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND A GAINS T A NY A ND ALL CLAIMS OR LAWSUITS OFANYKIND 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 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 electronic mail 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: Jo Ann Gunn Vendor Services Agreement COFw and Janet L Hasty Page 3 of 10 To VENDOR: Janet Hasty Owner and GPS Senior Trainer 200 Texas Street Fort Worth, TX 76102-6314 Email: Jo.Gunnna,fortworthtexas.eov With copy to Fort Worth City Attorney's Office at same address 13.0 GOVERNMENTAL POWERS 2 Riveria Drive Rockport, TX 78382 Email: ianetnu,wstrainina.biz 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. Vendor Services Agreement COFw and Janet L Hasty Page 4 of 10 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. 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 Vendor Services Agreement COFw and Janet L Hasty Page 5 of 10 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 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 Janet L Hasty Page 6 of 10 ACCEPTED AND AGREED: CITY OF FORT WORTH By: Jo Gun Apr29:05 CDT) Name: Jo Ann Gunn Title: Chief Procurement Officer APPROVAL RECOMMENDED: By: Jo Gun rPfApr29,202408:38 CDT) Name: Jo Ann Gunn Title: Chief Procurement Officer ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: pp44Unn�� v vbo °•ro as °°° a� uEan 5�aa Yan&e - ffasfy By: Janet Hastv (Apr 26, 202416:55 CDT) Name: Janet Hasty Title: Owner and GPS Senior Trainer Vendor Services Agreement CoFW and Janet L Hasty Page 7 of 10 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. Name: Brandy Hazel Title: Senior Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jeremy Anato-Mensah Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: N/A Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A Vendor will provide two two-day contract management courses (each referred to as a Session) each consisting of the topics listed below. Each Session shall include up to fifty (50) City participants and Vendor shall provide all materials, including printed and bound copies of the workbook, necessary for the course. Dates of the Sessions: July 15, 2024, to July 16, 2024; and August 21, 2024, to August 22, 2024. Agenda Essentials of Contract Management �t•1�[ J_t�:� Module 1— Background and Overview 8 ■ Legal Aspects of Contracts 9 ■ Contract Management Definition 13 ■ Contract Management Best Practices 16 ■ Roles and Responsibilities 19 ■ Ethics 21 Module 2 - Project Planning 23 ■ Identify and Assign Resources 24 ■ Research the Project 25 ■ Risk Assessment 27 ■ Risk Mitigation 30 Vendor Services Agreement CoFW and Janet L Hasty Page 8 of 10 ■ Develop a Business Case 31 ■ Develop a Communications Management Plan 34 Module 3 — Drafting the Specification 36 ■ Preparing the Specification/Statement of Work 36 ■ Using Key Performance Indicators 48 ■ Best Value and Other Elements of a Specification 54 Module 4 — The Procurement Process 56 ■ Roles and Responsibilities 57 ■ Negotiation, Award, and Execution 59 TOPIC PAGE # Module 5 — Contract Administration 63 ■ Post Award Meeting 65 ■ Administrative Activities 68 ■ Change Management 70 ■ Vendor Performance Monitoring 76 Module 6 — Contract Closeout 90 ■ Renewal/Extension/Closeout 91 Exercises ■ Conflict of Interest 97 ■ Module 1 Quiz 99 ■ Risk Assessment Case Study 100 ■ Module 2 Quiz 105 ■ Terms and Conditions 106 Vendor Services Agreement CoFW and Janet L Hasty Page 9 of 10 ■ Module 3 Quiz 109 ■ Module 4 Quiz 110 ■ Monitoring Methods 111 ■ Managing Vendor Performance 114 ■ Module 5 Quiz 117 ■ Module 6 Quiz 119 Reference Material ■ Contract Management Activities 121 ■ Elements of a Business Case 122 ■ Procurement Methods Table 123 ■ Communications Management Plan 124 ■ Sample Terms and Conditions 128 ■ Questionnaire for Specification Development 147 ■ Procurement Roles and Responsibilities 150 ■ Purchaser to Contract Manager Handoff 151 Checklist ■ Post Award Meeting Agenda Example 152 ■ Invoice Review Checklist 154 ■ Do's and Don'ts for Contract Management 155 ■ Cure Notice Example 157 Vendor Services Agreement CoFW and Janet L Hasty Page 10 of 10