2-Sample Vendor Service Agreement.pdf

SERVICE AGREEMENT

BETWEEN

THE CITY OF OWENSBORO, KENTUCKY

AND

THIS AGREEMENT, entered into this ____ day of ____________, 202__, by and between the City of Owensboro, Kentucky (hereinafter referred to as the “City”) and ____________________ (hereinafter referred to as the “Vendor”), located at ______________________________.

WHEREAS, the City is seeking Vendor to provide services, per the attached Request for Proposal (RFP); and

WHEREAS, the Vendor submitted a proposal to provide the desired services.

NOW, THEREFORE, the Parties hereto agree as follows:

1. SCOPE OF SERVICES: The Vendor shall perform for the City the scope of services described in its submitted proposal, which is attached to and made a part of this Agreement.

2. TERMS OF AGREEMENT: All terms and conditions of the RFP apply to this Agreement.

3. SUBCONTRACTORS: No subcontractors allowed.

4. PRICING: The City of Owensboro is exempt from federal excise, transportation and/or Kentucky sales tax. Any items supplied directly to the City from a supplier/manufacturer are exempt from sales tax. Any items purchased by Vendor that will be used in the fulfillment of this Agreement are not exempt from sales tax.

5. SHIPPING CHARGES: All items quoted shall be “F.O.B. Destination.” No additional freight charges will be allowed.

6. CITY ORDINANCES: Vendor must obtain a business license from the City of Owensboro.

1. Resident vendor must have a valid City of Owensboro business license.

2. Non-resident vendor providing services, delivering products via a private carrier (as defined below), or delivering products via vendor’s employees must have a valid City of Owensboro business license. Non-resident vendor does not have to obtain a business license if delivery will be made by USPS or as a common carrier.

Non-resident vendors do not have to obtain a business license if vendor spends less than twelve (12) hours or twelve (12) visits per year for the purpose of reporting, delivering and receiving instructions.

Resident: An individual, co-partnership, association, corporation or other entity domiciled or having a business situs within the corporate limits of the city.

Non-resident: An individual, corporation, partnership, fiduciary, association or other entity domiciled outside the corporate limits of the city.

The business license application and applicable fees can be found under the “Occupational/Net Profit License Fee Forms” at the following link:

https://owensboro.org/page/finance-department. Vendor has 10 business days from the date on the award letter to submit the application and applicable $75 fee.

7. INSURANCE REQUIREMENTS: The Vendor covenants and agrees to maintain and keep in force during the term of this Agreement, worker’s compensation, property, casualty, and general liability in the following minimum amounts:

Type of Insurance Limits Worker’s Compensation Statutory

Commercial General Liability $1,000,000 (per occurrence)/$2,000,000 (aggregate)

Commercial Automobile Liability $1,000,000 CSL

On all general and automobile liability policies of insurance, as primary and non-contributory, Vendor shall have the City named as an additional insured and shall further require that their liability carrier(s) notify the City at least thirty (30) days prior to the effective date of any change(s) in or cancellations of said insurance policies. A waiver of subrogation shall also be provided for all insurance policies, as allowed by law.

8. HOLD HARMLESS AGREEMENT: The Vendor and any subcontractors covenant to save, defend, keep harmless, and indemnify the City of Owensboro and all of its officers, departments, agencies, agents, and employees from and against all claims, loss, damages, injury, fines, penalties, and costs including court costs and attorney’s fees, charges, liability, and exposure however caused, resulting from, arising out of, or in any way connected with the Vendor’s and any subcontractors’ negligent performance or non-performance of the terms of the Agreement.

9. CHANGE ORDERS: Any changes to this Agreement, including any changes to the scope of work, schedule, or increase or decrease in the amount of the Vendor’s compensation, which are mutually agreed upon between the City and the Vendor shall be incorporated in writing through change orders. All change orders must have authorized signatures.

10. DELAYS AND EXTENSIONS: The Vendor agrees that no charges or claims shall be made by them for any delays or hindrances from any cause whatsoever during the progress of any portion of the services specified in this Agreement. Such delays or hindrances, if any, may be compensated for by an extension of time for such reasonable period as may be mutually agreed upon between the Parties. Neither Party shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of the affected Party.

11. RIGHTS TO AND DISPOSITION OF DATA: All data, written materials, computations, records, photographs, drawings, maps, surveys, and any other information obtained, prepared, or furnished by the Vendor pursuant to this Agreement shall remain the property of the City.

12. KENTUCKY OPEN RECORDS LAW: At the time a bid or proposal is submitted to the City, Vendor shall identify any information that is submitted as part of the Proposal that is proprietary or confidential in nature and not subject to release for public inspection. The City of Owensboro will protect any proprietary or confidential information to the extent allowable under the Kentucky Open Records Act.

13. FAILURE TO PERFORM: If Vendor fails to fulfill all obligations on this Agreement, Vendor may be disqualified from bidding on any City proposal/bid/request for quote for a period of up to five (5) years.

Should the Vendor fail to perform as indicated herein, the City reserves the right to procure the required services elsewhere at its discretion, either temporarily or permanently, and to either suspend or cancel all or part of this Agreement. Should such action be taken the Vendor shall be responsible for all excess costs incurred by the City of Owensboro.

14. SAFETY: Vendor must perform work in a safe and timely fashion, maintain a clean and safe work environment, follow safety requirements established by OSHA and the City, and may be required to provide safety equipment. If, in the opinion of the City, safety precautions are not in existence, work will cease immediately until corrective action is taken. Work will begin again only when Vendor demonstrates to the satisfaction of the City that conditions are without risk.

15. EQUAL OPPORTUNITY STATUTES: The City of Owensboro is an equal opportunity employer and does not discriminate on the basis of race, color, religion, sex, national origin, age, marital status, physical or mental disability, or any other characteristic protected by law. The City is also committed to employing only United States citizens and aliens who are authorized to work in the United States. The City complies with the Immigration Reform and Control Act of 1986. Therefore, the Vendor must demonstrate to the satisfaction of the City that they also conform to all federal, state, and local equal opportunity statutes. Further, the

Vendor will reimburse the City for any damages incurred due to any violation of the above-mentioned statutes by the Vendor while under contract to the City.

16. CHOICE OF LAW AND VENUE: This Agreement shall be construed and enforced in accordance with, and shall be governed by, the laws of the Commonwealth of Kentucky, without regard to its principles of conflict of laws. The Parties hereby consent to jurisdiction and venue in the Circuit Court of Daviess County, Kentucky, and hereby waive any objection to the jurisdiction of, or the venue of an action instituted in, such court.

17. THE AGREEMENT AND APPENDICES: This Agreement shall supersede any other terms and conditions and shall include the following, which are incorporated herein and made part hereof:

• Appendix A – City of Owensboro’s RFP

• Appendix B – Vendor’s Proposal

The City and the Vendor shall comply with the terms and provisions set forth in this Agreement, with said Appendices. This Agreement, with said Appendices, shall constitute the entire Agreement between the City and the Vendor. No terms, provisions, promises, statements or representations not contained herein shall be binding upon either Party.

If the documents have conflicting language, then the language of this Agreement shall take precedence, followed by Appendix A, and finally Appendix B.

IN WITNESS WHEREOF, the City and the Vendor have executed this Agreement on the date and year first above written.

VENDOR NAME CITY OF OWENSBORO

Print Name & Title Print Name & Title

Signature Signature

Date Date

ATTEST: ___________________________