HomeMy WebLinkAboutContract 47195 .~'
NO
�U kJ 3 2��
MASTER SERVICES AGREEMENT
�|lYO�|8R[�ORT||
O�Y8�CR8ARY 0ENEPL/kCIl,INC.
This MASTER SERVICES AGREEMENT ' 0MPK,OVEE DX8COUN1[ PROGRAM ("Agreement")
is made and entered into by and he|p/oco the CITY OF DrOTk7C WORTH (the "City"), o home-rule
municipal corporation ofthe State of Texas, acting by and through its duly authorized Assistant City
Manager, and ]0XCNEJ^K^ACE, INC. ("Contractor"), uToxan corporation acting by aud \hrougb its duly
authorized President, each individually o^^9ady" and collectively known ao the^'Pudicu."
RE,CITAL8
The City and Contractor agree that the following statements sitrebme and correct and constitute the basis
on which they have entered into this Agreement.
WHERE,AS, in 2013 following a competitive sealed,proposal process, the City of Austin, Texas
("Austin") entered into an agreement with Contractor to provide an Employee Discount Program, that
agreement being City of Austin Contract K4}\ 5X0ON/\l3O0OOO60 (tho,/\umdnCon|rao|"); and
W0DKI0E,AS, under the tonno of the Austin Contract as stated in Amendment No. 3 oil July 12`
2015, Contractor agreed tu extend its prices and services to entities that have u joint purchasing in1eduuo|
cooperation agreement with Austin; and
WHEREAS, since 2015' City and /\uodu have been pat-ties 10 a joint pu,obuoiug intedoco|
cooperation agreement; and
WHEREAS, City and Contractor wish tu enter into an agreement for Contractor to provide City
with uo Employee Discount Program (^^P 'oot") on1beourne|onnaandcooddionmua1be/\undnCou1roct,
and
NOW, THEREFORE, for and in consideration ofthe premises uudinod above and tile mutual
covenants contained herein, City and Conti-actor dm hereby agree as follows:
AGREEMENT }
1^ CONTRACT DOCUMENTS: PRIORITY.
The ro|odunubip between the City and Conti-actor abal| be governed by the following documents
(each u "Contract I)oonnncnt" collectively the "Contract Documents"), all of which together constitute a
single contract:
l. This Master Services Agreement
2. Exhibit One — Contract hetn'cou the City of Austin and Contractor, including all exhibits and
�
uUuobmoot thereto (ool1cutke|vthe^��uohnCnnbnot`)
3. BxbibdIp/o—CooOiciofloteoomt[louuoocotctinn
The Conti-act Documents listed as exhibits are attached hereto and incorporated bccmin for all
purposes uy though they were set forth at length. In the cv�mt and tothe extent ofany inconsistency
bcrvveon two or more Contract I)oconnoute, the documents will be interpreted in the order of tile priority
listed above, beginning with this Agreement and continuing`vi1ithe exhibits.
Any douonuoob auhyoquont|v incorporated by ornendnoc aiotontiy vvitb the
foregoing.
Master Services Agreement-CfVv and Buuoy|^,x.Inc. Page/^fs
II. SCOPE OF SERVICES.
Contractor hereby agrees,with good faith and due diligence, to provide City with the services defined
and described herein and in the Austin Contract, its attachments, and exhibits, subject to such
modifications as are made and agreed to in this Master Services Agreement.
III. MODIFICATIONS TO AUSTIN CONTRACT.
To the extent terms defined in this Master Services Agreement are assigned a different meaning
than in the Austin Contract,the definitions assigned herein shall govern, notwithstanding any language in
the Austin Contract to the contrary. In construing and applying the Austin Contract to the transaction
between City and Contractor, all such terms, including, but not limited to, "City,""Contractor," and
"Plan,"shall be read and interpreted in accordance with the definitions assigned in this Master Services
Agreement. Beneplace, Inc. is referred to as "the Contractor" in this Agreement.
1. In the event that an acquisition,merger, or sale of substantially all of the assets of a Party shall
result in the assignment or transfer of any rights or ob igations tinder this Agreement as described
in Section 3.10, entitled "Significant Event"of the Austin Contract,the Party that is the subject of
such acquisition, merger, or sale shall provide the other Party with written notice of the
assignment or transfer as soon as reasonably possible.
2. The parties wish to provide for a contract term that is different than the one in effect for the
Austin Contract. Therefore, Section 1.4 of the Austin Contract, "Term of Contract," shall not
apply as between the parties, and the following provision shall apply instead:
1.4 Term of Contract. This Agreement shall govern the parties' obligations with respect
to all services provided for a two-year period, beginning January 1, 2015, and expiring
December 31, 2017 (the "Initial Term"), unless terminated earlier in accordance with
Section 27 "Termination For Cause" and Section 28 "Termination Without Cause" as
stated in Section 0300, Standard Purchase Teams and Conditions of the Austin Contract.
After the Initial Term,this Agreement may be extended thereafter for up to three (3) one-
year extensions at the City's option.
3. Notwithstanding anything to the contrary in the Austin Contract,notice to the City and Contractor
shall be made to the addresses listed below or to such other address as either Party may specify in
writing:
To: THE CITY: To: CONTRACTOR:
City of Fort Worth Beneplace, Inc.
Attn: Assistant City Manager for HR Attn: George Parsons
Attn: Susan Alanis President
1000 Throckmorton Street 9020 N. Capital of Texas Highway
Fort Worth, Texas 76102 Austin, Texas 78759
With Copy to the City Attorney at same address.
IV. LAW AND VENUE.
This Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts
of laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent
Master Services Agreement—CFW and Beneplace,Inc. Page 2 of 5
jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any
state law other than Texas or venue in Tarrant County, the City objects to such terms and any such
terms are hereby deleted from this Agreement and shall have no force or effect.
V. CONFIDENTIAL AND PROPRIETARY INFORMATION.
The City acknowledges that Consultant may use products, materials, or methodologies
proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,
materials, or methodologies unless the Parties have executed a separate written agreement with
respect thereto. Consultant, for itself and its officers, agents, servants, employees, and
subcontractors, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to any third party without the prior written
approval of the City.
Notwithstanding the foregoing, Consultant understands and agrees that the City is a public
entity under the laws of the State of Texas, and as such, is subject to various public information laws
and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the
Texas Government Code (the "Act"). Consultant acknowledges that, under the Act, the following
information is subject to disclosure: 1) all documents and data held by the City, including
information obtained from the Consultant, and 2) information held by the Consultant for or on behalf
of City that relates to the transaction of City's business andto which City has a right of access. If the
City receives a request for any documents that may `reveal any of Consultant's proprietary
information under the Act, or by any other legal process,�Ilaw, rule, or judicial order by a court of
competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of
such documents. The City shall not be liable or responsible in any way for the disclosure of
information not clearly marked as "Proprietary / Confidential Information" or if disclosure is
required by the Act or any other applicable law or court order. In the event there is a request for such
information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by the City, but by the
Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
VI. LIABILITY AND IDEMNIFICATION.
Contractor 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 contractor, its officers, agents, servants or employees.
{
Contractor covenants and agrees to, and does hereby,p indemnify, hold harmless and defend the
City, its officers, agents, servants and employees, from and.'against any and all claims or lawsuits for
either property damage or loss (including alleged damage�'or loss to Contractor's business and any
resulting lost profits) and/or personal injury, including death, to any and all persons, of any kind or
character, whether real or asserted, arising out of or in connection with this agreement, to the extent
caused by the negligent acts or omissions or malfeasance of Contractor, its officers, agents, servants
or employees.
To the extent the Austin Contract requires the City to indemnify or hold Contractor or any third
party harmless from damages of any kind or character, the City objects to these terms and any such
terms are hereby deleted from the Agreement and shall have no force or effect.
Master Services Agreement—CFW and Beneplace,Inc. Page 3 of 5
VII. SOVEREIGN IMMUNITY.
Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent this
Agreement requires the City to waive its rights or immunities as a government entity, such provisions
are hereby deleted and shall have no force or effect.
VIII. DISCLOSURE OF CONFLICTS.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's provision of the Services. In the event
that any conflicts of interest arise after the execution of this Agreement, Consultant hereby agrees to make
full disclosure to the City in writing immediately upon learning of such conflict.
4
I
IX. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he or she has the legal authority to
execute this Agreement on behalf of his or her respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party is frilly
entitled to rely on this warranty and representation in entering into this Agreement.
X. COUNTERPARTS; ELECTRONICALLY REPRODUCED SIGNATURE
This Agreement may be executed in one or more counterparts each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. Executed signature pages
may be transmitted by facsimile or e-mail, and any such electronically reproduced signature shall have the
same legal effect as an original.
XI. ENTIRETY OF AGREEMENT; AMENDMENT. !:
This written instrument(together will all attachments, exhibits, schedules, and appendices)constitutes the
entire understanding between the parties concerning the work pnd services to be performed hereunder,
and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof
shall be void.
Notwithstanding anything in any Contract Document to the contrary, this Agreement and the
other Contract Documents may only be amended via written instrument signed by both parties and dated
after the execution date of this Agreement, provided, however that the parties agree that any applicable
changes in local, state, or federal laws, rules, or regulations that may occur during the term of this
Agreement shall be automatically incorporated into this Agreement without written amendment hereto
and shall become part hereof as of the effective date of the law,rule, or regulation.
i
SIGNATURE PAGE TO FOLLOW
Master Services Agreement—CFW and Beneplace,Inc. Page 4 of 5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day
of il' i ..:w ��� � �vjtek 20
~" O
CITY OF—FORT WORTH: BENEPL ACIJ INC.
�
By: � By: _
Su n Alanis Geofrge P rsons
"—Assistant City Manager President
Date: 0 ! 7) ����� Date I � Z'q r
ATTEST: evaq
By:
Mar I' sei °
City ecr taty
APPROV ED A TO FORM AND LEGALITY:
y
B _. . .
Guillermo (Will) Trevino
Assistant City Attorney
Contract Authorization:
NO M&C REQUIRED
Rfl)
G
A
I
Master Services Agreement—CFW and Beneplace,Inc. Page 5 of 5
EXHIBIT ONE
t City of Austin
Financhd ctnd Administrative Services Departmeld
Purchasing Off ice
P.O.Box 1088,Austin,TL 78767 (512)97=1-2500
1/8/2013
Beneplace,Inc.
9020 N Capital of Texas Hwy,Bldg 2,Ste 200
Austin,'IN 78759
Re:Solicitation No.RFP JSD 0128
The Purchasing Office has approved the execution of a contract with your company for the
above-referenced item as follows:
Responsible Department: Human Resources
Department Contact Person: Anitra Jones
Department Contact Email Address: anitra-ionest�attstintexas.eov
De arttnent Contact Telephone: (512)974-3448
Project Name: Employee Discount Program r.-
Contractor Name: Bene lace Ina
Contract Number: NIA-5WWA I3(H)0(9)60
Contract Period: 2/1/2013—.1/31/2014
Dollar Amount Revenue/Co_st Neutral
Extension Option,: 4-12 month--- — ---
Re uisition Numher. RQN1 5800 12061500415
Solicitation Number: RI-TJSDO128 _
-Agenda Item Number: N/A
Council Approval Date: N/A
Thank you for your interest in doing business with the City of Austiu. [f you have any questions
regarding this contract,please contact me at(512)97=1-2021
Sincerely,
r�
Jeff Dilbert,CPSNI,CPSD,C.11-NI-,A-PP.
Corporate Purchasing Manager
Purchasing Office
Finance and Administrative Services Department
Enclosure
C
Nrtr ur ; itrvint;,, ,ruair�,1!. „nrTdrrn! rurdi;wJrnrrt ec+rr NJi/5�.;ri,rLra� I:' -
1{r a_--<<r rdh -rtilr/n:rtp, :ndir�turf n i.. n.canxauul+°e1] r! r-rl:+h,�qr . - tl+„r,rrrin-.�
Master Services Agreement—CFW and Beneplace,Inc. Page 1 of 3
CONTRACT BETWEEN THE CITY OF AUSTIN("City")
AND
Beneplace, Inc. ("Contractor")
for
Employee Discount program
MA 5800 NA130000060
The City accepts the Contractor's Offer(as referenced in Section 1.1.3 below)for the above
requirement and enters into the following Contract.
This Contract is between Beneplace, Inc., having offices at Austin, TX 78759 and the City, a home-
rule municipality incorporated by the State of Texas, and is effective as of the date executed by the
City("Effective Date").
Capitalized terms used but not defined herein have the meanings given them in Solicitation Number
JSD0128.
1.1 This Contract Is composed of the following documents:
1.1.1 This Contract
1.1.2 The City's Solicitation, Request for Proposal (RFP),JSID0128 including all documents
incorporated by reference
1.1.3 Beneplace, Inc., Offer,dated 7/16/2012, including subsequent clarifications
1.2 Order of Precedence. Any inconsistency or conflict in the Contract documents shall be
resolved by giving precedence in the following order;
1.2.1 This Contract
1.2.2 The City's Solicitation as referenced in Section 1.1.2,including all documents
incorporated by reference
1.2.3 The Contractor's Offer as referenced in Section 1.1.3, including subsequent clarifications
1.3 Quantity of Work. There is no guaranteed quantity of work for the period of the Contract and
there are no minimum order quantities. Work will be on an as needed basis as specified by the
City for each Delivery Order.
1.4 Term of Contract. The Contract will be in effect for an initial,term of twelve (12) months
effective 2/1/2013, and may be extended thereafter for up to four(4) twelve (12)month
extension option(s),subject to the approval of the Contractor and the City Purchasing Officer or
his designee. See the Term of Contract provision in Section 0400 for additional Contract
requirements.
1.5 Compensation. The Contractor shall be paid a total Not-to-Exceed amount of$0.00 for the
initial Contract term and$0.00 for each extension option as indicated in the Proposal, This is a
revenue/cost neutral contract. The City neither pays for nor receives any revenue as a result of
this contract.
This Contract(including any Exhibits)constitutes the entire agreement of the parties regarding the
subject matter of this Contract and supersedes all prior and contemporaneous agreements and
understandings, whether written or oral, relating to such subject matter. This Contract may be
MA,Ago NA130000n6O t
i
Master Services Agreement—CFW and Beneplace,Inc. Page 2 of 3
altered,amended,or modified only by a written instrument signed by the duly authorized
representatives of both parties.
In witness whereof, the City has caused a duly authorized representative to execute this Contract on
the date set forth below.
CITY OF AUSTIN
Printed Name of
Authorized Person: Jeff Dilbe
Signature:
Title: Corporate Purchasing Manager
Date 1/8/2013
Additional pages to be added
Master Services Agreement—CFW and Beneplace,Inc. Page 3 of 3
EXHIBIT TWO
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local govei muental entity
This questionnaire is being filed in accordance with chapter 1.76 of the Local OFFICE USE ONLY
Government Code by a person doing business with the governmental entity.
. Date Received
By law this questionnaire must be filed with the records administrator of the
local government not later than the 7th business day after the'date the person
becomes aware of facts that require the statement to be filed. See Section
176.006, Local Government Code.
A person commits an offense if the person violates Section 176.006, Local
Government Code.
An offense under this section is a Class C misdemeanor.
1. Name of person doing business with local governmental entity.
s
2. ❑ i
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority
not later than September I of the year for which an activity described in Section 176.006(a), Local
Government Code, is pending and not later than the 7th business day after the date the originally filed
questionnaire becomes incomplete or inaccurate.)
3. Describe each affiliation or business relationship with an employee or contractor of the local
governmental entity who makes recommendations to a local government officer of the local
governmental entity with respect to expenditure of money.
4. Describe each affiliation or business relationship with a person who is a local government
officer and who appoints or employs a local government officer of the local governmental entity
that is the subject of this questionnaire.
Master Services Agreement—CFW and Beneplace,Inc.-Exhibit Two Page 1 of 2
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local governmental entity Page 2
5. Name of local government officer with whom filer has affiliation or business relationship.
(Complete this section only if the answer to A,B,or C is YES.)
This section, item 5 including subparts A, B, C & D, must be completed for each officer with whom the
filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income
from the filer of the questionnaire?
❑ Yes ❑ No
B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction
of the local government officer named in this section AND the taxable income is not from the local
governmental entity?
❑ Yes ❑ No
C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local
government officer serves as an officer or director, or holds an ownership of 10 percent or more?
❑ Yes ❑ No
D. Describe each affiliation or business relationship.
6. Describe any other affiliation or business relationship that might cause a conflict of interest.
7.
Signature of person doing business with the governmental entity Date
Master Services Agreement—CFW and Beneplace,Inc.-Exhibit Two Page 2 of 2