HomeMy WebLinkAboutContract 62612Vendor Services Agreement Page 1 of 14
This VENDOR SERVICES AGREEMENT
between the CITY OF FORT WORTH a Texas home-rule municipal corporation, and
Xpressdocs Partners, LTD, each individually referred to as a and collectively referred to as the
1. Scope of Services.Vendor will provide non-exclusive printing services on an
as-needed basis for the City of Fort Worth, as set forth in more detail in Scope of Services,
attached hereto and incorporated herein for all purposes.
2. Term.The term of this Agreement is for one year, beginning on the date that this
in accordance with this Agreement. City will 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 option
3. Compensation.
3.1 Total annual compensation under this Agreement will be an amount up to
One Million Eight Hundred Thousand Dollars ($1,800,000.00).
3.2 The Vendor acknowledges that this is a non-exclusive agreement and there is no
guarantee of any specific amount of purchase. Further, Vendor recognizes that the
amount stated above is the total amount of funds available, collectively, for any
Vendor that enters into an agreement with the City under the relevant M&C and
that once the full amount has been exhausted, whether individually or collectively,
funds have therefore been exhausted under this Agreement as well.
3.3 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including
Payment Schedule, which is attached hereto and incorporated herein for all purposes.
3.4 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
notice of termination.
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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 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.
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 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 records held or maintained for 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 willpromptly notify Vendor. It will be the responsibility of Vendorto submit reasons objecting
to disclosureto the Texas Attorney General. 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.Vendormust 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. Right 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 Vendorfacilities and will be provided adequate and appropriate work
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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. Independent 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
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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES, 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, REPRESENTATIVES, 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 VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRSENTATIVES,
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 USE
OF THE SOFTWARE 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
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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
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,
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR
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 DOES NOT
MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON-INFRINGING SOFTWARE AND DOCUMENTATION AT NO
ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. 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 and Assignee will 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, 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:
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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 S
will be any vehicle owned, hired and non-owned.
(c):
ensation laws where the Services are being performed
Employers liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$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)must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c)
limits of coverage must be provided to City.will be
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acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations.Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant.Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
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 or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to the Fort Worth
Office at the same address
To VENDOR:
Xpressdocs Partners, LTD
Darrin Rayner, CEO
301 NE Loop 820
Fort Worth, Texas 76131
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14. Solicitation of Employees.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
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force 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
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 p
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 the notice section 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, including the attached exhibits.
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
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executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including the attached exhibits, 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.
24. 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.
25. 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
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.
26. Immigration and Nationality 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 I-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 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.
27. 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 (). 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.
28. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
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29. Change in Company Name or Ownership. Vendor must
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-
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of this Agreement
ve the meanings ascribed to those terms in Chapter 2271 of the Texas Government
Code. By signing this Agreement, Vendor certifies that Vendor
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the Agreement.
31. Prohibition on Boycotting Energy Companies. 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 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 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 Vendor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries . If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. 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 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 Vendor 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 this Agreement 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 th
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.
33. 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
(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)
(remainder of this page intentionally left blank)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By: ___________________________
Name: William Johnson
Title: Assistant City Manager
Date: ___________________________
VENDOR:
Xpressdocs Partners, LTD
By: ___________________________
Name: Darrin Rayner
Title: CEO
Date:
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: ______________________________
Name: Christopher Harder, P.E.
Title: Water Department Director
Attest:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary
Contract Authorization:
M&C: 24-1019
Date M&C Approved:November 19, 2024
Form 1295:2024-1218827
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: ______________________________
Name: Patty Jean Wilson
Title: Contract Services Administrator
Approved as to Form and Legality:
By: ______________________________
Name: Jessika Williams
Title: Assistant City Attorney
Vendor Services Agreement Page 11 of 14
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide non-exclusive printing services on an as needed basis for the City of Fort Worth in
accordance with the description and specifications below. City departments may obtain written quotes from
all awarded vendors during the ordering process to ensure best value and pricing.
1. The following general requirements apply to all categories of work:
1.1 XD provides shipping or pickup at our Fort Worth, TX location at 1301 NE Loop 820, Fort
Worth, TX 76131.
1.2 For most print on demand orders, Xpressdocs provides turn time of 3 to 5 business days. The
Xpressdocs platform will provide production and deliver time before check out and purchase.
1.3 Vendor must provide an on-site Press Check when requested, unless other managements
agreeable to the City or its representatives are made.
1.4 Vendor shall only accept job requests from City authorized staff members, unless other
contact arrangements have been made for specific projects.
1.5 Vendor must provide one specific sales representative to handle City's accounts. The sales
representative shall inform City purchasing and user departments of new materials and
processes, handle billing problems, special orders, etc.
1.6 Vendor shall be responsible for providing all labor, equipment, material and consumables
necessary for the production of printed material by copying and/or offset printing.
1.7 Document quality must be acceptable to the City department requesting the work.
1.8 Proofs are required, if requested by City departments, and are subject to City approval before
initiation and completion of the project. Vendor(s) shall be held responsible for getting all
proofs approved by the requesting department. The proofs shall be signed and dated by an
authorized staff member of the requesting department prior to printing. Xpressdoc to provide
digital proof through on-line portal for most orders.
1.9 Ownership of Materials: Upon delivery, all work products, including without limitation, all
writings, drawings, plans, reports, specifications, calculations, documents, other materials and
copyright interests developed under this Agreement shall be and remain the exclusive
property of City without restriction or limitation upon their use. Vendor(s) agrees that all
copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in City, and Vendor(s) waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the City. Neither Contractor(s) nor its subcontractors, if any, shall
make any of such materials available to any individual or organization without the prior
written approval of the City Manager or designee.
1.10 Completed print jobs shall be packaged in boxes or cartons adequate to contain and
protect the contents. All packages, boxes, and cartons shall be labeled as to contents,
purchase order number, job order number and ordering department and department contact
name. All products used for shipping will be recyclable in the City's Recycling Program and
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shall contain recycled-content materials.
1.11 The City strives to use paper stocks with recycled content and vendor will strive to use
recycled stocks on orders.
1.12 All work completed will be subject to inspection and approval by the ordering department
and the City reserves the right to reject and refuse acceptance of work, which is not in
accordance with the instructions, specifications, drawings, data or quality standards of same.
Rejected work shall be at the expense of the vendor(s).
1.13 Xpressdocs charges $9.00 flat rate shipping for print on demand orders, shipping based
on weight for other orders. Xpressdocs also offers a free pick up option from our Head
Quarters located at 1301 NE Loop 820, Fort Worth, TX 76131.
2. The general requirements for digital print and copy services:
2.1 Vendor must provide digital print and copy that include standard black and white
copies/prints; standard color copies/print; some oversize black/white/color copies/prints;
blueprints and finishing services.
2.2 Pricing must include the following services:
2.2.1 8.5x11 Black and White Copies
2.2.2 11x17 Black and White Copies
2.2.3 8.5x11 Color Copies
2.2.4 11x17 Color Copies
2.3 Finishing Services:
2.3.1 Stapling (l, 2 or 3 staples)
2.3.2 Cutting
2.3.3 folding (tri-fold and z fold)
2.3.4 Padding
2.3.5 Scoring
2.3.6 Perforating
2.3.7 Laminating
2.3.8 Comb binding (plastic, 15-19 rings in assorted colors)
2.3.9 Coil binding
2.5.10 Velo binding
2.5.11 Wire-0 binding
2.5.12 Tape binding
2.5.13 Thermal binding
2.5.14 Saddle Stitch binding
2.5.15 Perfect Binding
2.5.16 Post binding
2.5.17 Collating (hand)
2.5.18 Inserting (hand)
2.5.19 Tabs (insertion)
2.5.20 Tab printing (mylar)
2.5.21 Booklet making
2.5.22 Die cut (over the doorknob)
Vendor Services Agreement Page 13 of 14
2.5.23 Sequential numbering
3. Offset Printing and High-Volume Color Printing
3.1 Individual Departments will order City letterhead, envelopes, and business cards with
their individualized text requests. There shall be no va1iation on the specifications for
City letterhead, envelopes, or business cards (i.e. type of paper, colors on the logo, etc.,
only the text). All letterhead, envelopes and business cards should follow Administrative
Regulation D4.
3.2 Most offset print jobs are produced and shipped in 10 business days or less. Turn
time for offset printing will be provided at time of quote or order.. Vendor must
match type style, print position, logos, and ink colors. Orders will be placed on an
as- needed basis. Pricing shall be all inclusive of artwork, negatives, raw materials,
production costs and freight. No other charges will be allowed.
3.3 No variation from specifications or samples will be allowed. City letterhead will be
printed on 24# white bond with 25% cotton, at least 90 brightness; envelopes will be on
matching stock; and business cards will be 80# bright white cover stock. The City logo
is a two (2) color logo.
All other envelopes listed will be standard, white, envelope stock paper.
3.4 Pantone colors are:
PMS 175 Brown
PMS 288 Blue
3.5 Fonts: "City of Fort Worth" Cheltenham
4. Estimated Quantities
Annual estimated quantities (no minimum quantities
will be allowed):
106 reams City Letterhead
106 reams City Letterhead
(second sheet) 1,511 boxes
City Envelopes to match
573 boxes 250 Business Cards
257 boxes 500 Business Cards
50 boxes 1,000 Business Cards
5. Specialty Services
5.1 Vendor is capable of offering a wide range of services including graphic design,
maps, calendars, annual l reports, and multi-faceted informational packages. The
City may request quotes for these types of specialty services.
5.2 Contractor is capable of providing mail services including mail merge, pre-
sorting, ink jetting, and post office delivery. Mail services will use City's
indicia for postage.
Vendor Services Agreement Page 14 of 14
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CITY COUNCIL AGENDA
Create New From This M8�C
DATE:
CODE:
11/19/2024 REFERENCE
NO..
G TYPE:
**M&C 24-
1019
CONSENT
LOG NAME:
PUBLIC
HEARING:
F��T��o�7��
-��-
13PRFP 24-0234
PRINTING SERVICES EC
CITY
�
SUBJECT: (ALL) Authorize Execution of Non-Exclusive Agreements with AC Printing, LLC, J-Peam,
L.L.C., and Xpressdocs Partners, LTD. for Printing Services in a Combined Annual
Amount Up to $1,800,000.00 for the Initial Term and Authorize Four One-Year Renewal
Options for the Same Annual Amount for All City Departments
RECOMMENDATION:
It is recommended that the City Council authorize execution of non-exclusive agreements with AC
Printing, LLC, J-Peam, L.L.C., and Xpressdocs Partners, LTD. for printing services in a
combined annual amount up to $1,800,000.00 for the initial term and authorize four one-year renewal
options for the same annual amount for all City Departments.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to procure non-exclusive
agreements for printing services. In order to procure these services, Purchasing issued a Request for
Proposal (RFP) No. 24-0234 describing the specifications for the printing services for City
Departments. Examples of these specifications are: embossing envelopes with the City logo, printing
citation books, water bills, the paper stock, font, and color required for specific documents, etc.
The RFP was advertised in the Fort Worth Star-Telegram on July 3, 2024, July 10, 2024, July 17,
2024, July 24, 2024, July 31, 2024, August 7, 2024, and August 14, 2024. The City received seven
(7) responses. Three (3) proposals were deemed non-responsive by Diversity and Inclusion
(DVIN) for the reasons cited below:
RR Donnelley, Inc. - Non-Responsive. The Utilization Plan was not submitted.
Stone Shield Investments, LLC - Non-Responsive. Prime is not certified. Utilization Form
submitted; however, no estimated amounts included and not signed. GFE submitted, but no
supporting documents were included.
Alphagraphics Humble - Non-Responsive. No Minority and Women Owned Business (MWBE)
Documents submitted.
An evaluation panel consisting of inembers of the Police Department, the Diversity and Inclusion
Department, and the Fire Department reviewed and scored the submittals using Best Value criteria.
The individual scores were averaged for each of the criteria and the final scores are listed in the table
below:
Proposer
AC Printing, LLC
Evaluation Factors Total Rank
a b c d
21.67 18.67 27.00 25.00 92.34 1
J-Peam, L.L.C. (dba John Sons 21.67 18.67 27.00 16.73 84.07 2
Press)
Xpressdocs Partners, LTD. 21.67 16.67 24.00 17.34 79.68 3
Signs PQ, LLC 8.33 7.33 10.00 * �
* Signs PQ, LLC. did not score at least 50\% of the total available points for technical criteria and
were deemed non-responsive in accordance with the proposal documents.
Best Value Criteria:
a) Capacity and Approach to PerForm Services
b) Qualifications and Experience
c) Ability to Meet the City's Needs
d) Cost of Services
After evaluation, the panel concluded that AC Printing, LLC, J-Peam, L.L.C. (John Sons Press), and
Xpressdocs Partners, LTD. present the best value for the City. Therefore, the panel recommends that
City Council authorize non-exclusive agreements with AC Printing, LLC, J-Peam, L.L.C., and
Xpressdocs Partners, LTD. Staff certifies that the recommended vendors' proposals met
specifications. No guarantee was made for a specific amount of services or goods that would be
purchased.
FUNDING: The combined maximum annual amount allowed under the agreements will be up to
$1,800,000.00; however, the actual amount used will be based on the need of the departments and
available budget. Funding is budgeted in the participating departments' Operating Funds.
DVIN-BE: The recommended vendors are in compliance with the City's MWBE ordinance. The
Business Equity Division placed a 13.3\% business equity goal on this solicitation/contract.
Xpressdocs, will be exceeding the goal at 27.08\%, meeting the City's Business Equity Ordinance.
Any changes in subcontractors will be reviewed by the Business Equity Division.
John Sons Press, will be exceeding the goal at 100\% as a Business Equity Prime and self-
performing the scope of the services, meeting the City's Business Equity Ordinance. Any changes
in subcontractors will be reviewed by the Business Equity Division.
AC Printing, LLC, will be exceeding the goal at 100\% as a Business Equity Prime and self-
performing the scope of services, meeting ther Business Equity Ordinance. Any change in
contractors will be reviewed by the Business Equity Division.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: The agreements shall begin upon execution and expire one year from that
date.
RENEWAL TERMS: The agreements may be renewed for up to four (4) additional, one-year terms.
This action does not require specific City Council approval provided the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the participating departments' Operating Funds to support the approval of
the above recommendation and award of the contracts. Prior to any expenditure being incurred, the
participating departments have the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department
ID
FROM
CFund Department
ID
Account Project Program Activity Budget
ID Year
Account Project Program Activity Budget
ID � I Year
Reference # Amount
(Chartfield 2)
Reference # Amount
(Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Reginald Zeno (8517)
William Johnson (5806)
Reginald Zeno (8517)
Christopher Harder (5020)
Jo Ann Gunn (8338)
Eugene Chandler (2057)
ATTACHMENTS
AC Printing_(Printing Services) Compliance MemoApproval-NS.pdf (CFW Internal)
AC Printing CIP1295 CofFW RFP24-0234.pdf (CFW Internal)
AC printing SAM.gov Search.pdf (CFW Internal)
AC Printing Sec of State.pdf (CFW Internal)
J-Peam (John Sons) SOS.pdf (CFW Internal)
John Sons 1295.pdf (CFW Internal)
John Sons Press Printing Services Compliance Memo Approved-NS.pdf (CFW Internal)
John Sons SAM.gov Search.pdf (CFW Internal)
Xpressdocs 1295.pdf (CFW Internal)
Xpressdocs compliance memo Approved-NS.pdf (CFW Internal)
Xpressdocs SAM.gov Search.pdf (CFW Internal)
Xpressdocs SOS.pdf (Public)
CERTIFICATE OF INTERESTED PARTIES
FORnn 1295
lofl
Complete Nos.1- 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of 6usiness. 2024-1219860
Xpressdocs Partners LTD
Fort Worth, TX United States �ate Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/26/2024
being filed.
City of Fort Worth Date Acknowledged:
g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
RFP 24-0234
Print, Direct Mail, and Branded Promotional Items
Nature of interest
4
Name of Interested Party City, State, Country (place of business) (check applicable)
Cantrolling Intermediary
Falcta Holdings LLC Houston, TX United 5tates X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is ~� `-' � i� � I Y�w`-' � , and my date of birth is l�l �� � 0
My address is l � � l � � I�CJ � �7 1) ✓ " , � W +'�,1��"I �'�- , U (U , � � � � � . �j� � I � .
(stre t) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in ��tiY ►�CL�'� County, State of Ci�� � , on the �"lf/ day of _�,X ��l l 20�.
� �\ (m6nth) (year)
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� Signature of authorized agent of contracting business entiry
(Declarant)
Forms provided by Texas Ethics Commissfon www.ethicsstate.bc.us version v4.1.u.4aaa51r�