HomeMy WebLinkAboutContract 49894 CITY SECRETARY o (�
CONTRACT NO.
SERVICES AGREEMENT
SILVER CREEK MATERIALS.INC.
This SERVICES AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through
Jay Chapa, its duly authorized Assistant City Manager, and Silver Creek Materials, Inc. ("Contractor"),
a Texas corporation. The City and the Contractor are individually referred to herein as a "party" and
collectively referred to herein as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Services Agreement for Product and Services;
2. Exhibit A—Statement of Work
3. Exhibit B—Price Sheet
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B, or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Contractor hereby agrees to provide the City with products and services for the purpose of
providing bulk material and a disposal site. Exhibit "A," — Statement of Work, more specifically
describes the product and services to be provided hereunder.
2. TERM,
This Agreement shall commence October 2, 2017 ("Effective Date") and shall expire on
October 1, 2018, unless terminated earlier in accordance with the provisions of this Agreement. The
City shall have the option, in its sole discretion, to renew this Agreement, for up to four(4) successive
one year terms, contingent upon renegotiation of the amount allocated for products and services
determined by Exhibit"B",reflecting the current market price for such products and services.
3. COMPENSATION.
The City shall be invoiced by Contractor weekly, with payment to be made by the City within a
net of thirty (30) days. Payments from City to Contractor shall not exceed the amount allocated for the
specific products and services provided, as determined by Exhibit`B." Under no circumstance or for
any reason shall the City be obligated to pay Contractor any funds in excess of 200 hundred
thousand dollars ($200,000.00) for services, products, or any other expenses incurred pursuant to
Contractor's performance under this Agreement. Contractor shall not provide any additional
product or perform any additional services for the City not specified by this Agreement unless the City
requests the additional product and services and approves in writing the additional costs for such product
and services. The City shall not be liable for any additional expenses of Contractor not specified by this
Agreement,unless the City first approves such expenses in writing.
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4. TERMINATION.
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-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 Contractor of such
occurrence and this Agreement shall 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 shall pay Contractor for services actually rendered up to the effective
date of termination and Contractor shall 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, Contractor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Contractor has received access to
City Information or data as a requirement to perform services hereunder, Contractor shall return all City
provided data to City in a machine-readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIALINFORMATION.
5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made
full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Contractor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential and
shall not disclose any such information to a third party without the prior written approval ofCity.
5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Contractor shall 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,Contractor
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Contractor 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 Contractor involving transactions relating
to this Contract at no additional cost to City.Contractor agrees that City shall have access during normal
working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give
Contractor reasonable advance notice of intended audits.
Services Agreement
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7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor 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,
Contractor 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. Contractor acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers, agents, servants and employees, and Contractor, its officers, agents,
employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall
be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Contractor or
any officers, agents, servants, employees or subcontractor of Contractor. Neither Contractor nor any
officers, agents, servants, employees or subcontractor of Contractor shall be entitled to any employment
benefits from City. Contractor 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 — THE CITY AND/OR CONTRACTOR SHALL BE LIABLE AND
RESPONSIBLE TO THE OTHER PARTY 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 THE OTHER PARTY, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. IN THE INSTANCE OF AN EVENT TRIGGERING LL4BILITY
UNDER THIS SECTION 8.1, LABILITY SHALL BE LIMITED TO THE AMOUNT PAID OR
RECEIVED BY THE CITY OR CONTRACTOR AT THE TIME OF SUCH EVENT TRIGGERING
LL4BILITY UNDER THIS SECTION 8.1.
8.2 GENERAL INDEMNIFICATION --- THE CITY AND CONTRACTOR HEREBY
COVENANT AND AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE OTHER
PARTY, ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES, FROMAND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE
OR LOSS TO THE CITY'S OR CONTRACTOR'S BUSINESS AND ANY RESULTING LOST
PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF THE OTHER
PARTY,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION -- The City and Contractor
agree to defend, settle, or pay, at its own cost and expense, any claim or action against the other
party for infringement of any patent,copyright,trade mark,trade secret,or similar property right
arising from the other party's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay shall not apply if it
modify or misuses the software and/or documentation. So long as the City and Contractor bear the
cost and expense of payment for claims or actions against the other party pursuant to this section,
the City and Contractor shall have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such claim;
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Silver Creek Materials, Inc. Page 3 of 18
however, the City and Contractor shall have the right to fully participate in any and all such
settlement, negotiations,or lawsuit as necessary to protect its interest, and the City and Contractor
agree to cooperate with the other party in doing so. In the event City and Contractor,for whatever
reason, assume the responsibility for payment of costs and expenses for any claim or action brought
against it for infringement arising under this Agreement, the City and Contractor shall 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,the City and Contractor shall
fully participate and cooperate with the other party in defense of such claim or action.The City and
Contractor agree to give the other party timely written notice of any such claim or action, with
copies of all papers it may receive relating thereto. Notwithstanding the foregoing, the City's or
Contractor's assumption of payment of costs or expenses shall not eliminate its duty to indemnify
the other party 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, the City and Contractor shall, at its own
expense and as its sole remedy, either: (a) procure for the other party 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 the other
party's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to the other party; or (d) if none of the
foregoing alternatives is reasonably available to the City or Contractor, the party may terminate
this Agreement,and subsequently seek any and all remedies available to it under law.
8.4 ENVIRONMENTAL INDEMNIFICATION: THE CITY AND CONTRACTOR
DO HEREBY RELEASE, INDEMNIFY, DEFEND, REIMBURSE, AND HOLD HARMLESS
THE OTHER PARTY, ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS,
AGAINST ANY AND ALL ENVIRONMENTAL DAMAGES, CLAIMS AND THE VIOLATION
OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS RESULTING FROM THE
REMOVAL, PACKAGING, TRANSPORTING AND DISPOSING OF ENVIRONMENTALLY
HAZARDOUS MATERIALS,WHICH ARE NOT TO BE PROVIDED BY THE PARTIES.
8.4.1 Environmental Damages shall mean all claims, judgments, damages, losses,
penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and
expenses of investigation and defense of any claim,whether or not such claim is ultimately
defeated, and of any good faith settlement or judgment, of whatever kind or nature,
contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including
without limitation, reasonable attorney's fees and disbursements and consultant's fees,any
of which are incurred as a result of handling, collection, transportation, storage, disposal,
treatment, recovery, and/or reuse of waste pursuant to this contract, or the existence of a
violation of environmental requirements pertaining to,and including without limitation:
i. Damages for personal injury and death,or injury to property or natural resources;
ii. Fees incurred for the services of attorneys, consultants, contractors, experts,
laboratories and all other costs in connection with the excavation, removal and backfill of
possibly contaminated soils and related wastes or violation of environmental requirements
including, but not limited to, the preparation of any feasibility studies or reports of the
performance of any cleanup, remediation, removal, response, abatement, containment,
closure, restoration or monitoring work required by any federal, state or local
governmental agency or political subdivision, or otherwise expended in connection with
the existence of such wastes or violations of environmental requirements, and including
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Silver Creek Materials,Inc. Page 4 of 18
without limitation any attorney's fees, costs and expenses incurred in enforcing this
contract or collecting any sums due hereunder;and,
iii. Liability to any third person or governmental agency to indemnify such person or
agency for costs expended in connection with the items referenced in sub-paragraph 2 of
this part.
8.4.2 Environmental requirements shall mean all applicable present and future statutes,
regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises, and similar items, of all governmental agencies,
departments, commissions, boards, bureaus, or instrumentalities of the United States,
states, and political subdivisions thereof and all applicable judicial, administrative, and
regulatory decrees, judgments, and orders relating to the protection of human health or
the environment,including without limitation:
i. All requirements, including, but not limited to, those pertaining to reporting,
licensing, permitting, investigation, and remediation of emissions, discharges, releases, or
threatened releases of hazardous materials,pollutants,contaminants or hazardous or toxic
substances, materials, or wastes, whether solid, liquid, or gaseous in nature, into the air,
surface water, groundwater, stormwater, or land, or relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether
solid,liquid,or gaseous in nature;and
ii. All requirements pertaining to the protection of the health and safety of employees
or the public.
9. ASSIGNMENT ANDSUBCONTRACTING,
9.1 Assignment. Contractor 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 Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement.
Contractor and Assignee shall be jointly liable for all obligations of Contractor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a
written agreement with Contractor referencing this Agreement under which subcontractor shall agree to
be bound by the duties and obligations of Contractor under this Agreement as such duties and
obligations may apply. Contractor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Contractor shall provide City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work 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 shall be on any vehicle used by Contractor, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation: Statutory limits Employer's liability
$100,000- Each accident/occurrence
$100,000- Disease-per each employee
$500,000- Disease-policy limit This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas workers' Compensation
Act(Art. 8308— 1.0 et seq. Tex. Rev. Civ. Stat.)and minimum policy limits for
Employers' Liability of-
$100,000-
f$100,000- each accident/occurrence, $500,000 bodily injurydisease policy
limit
$100,000- per disease per employee
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
City as an additional insured thereon, as its interests may appear. The term City
shall include its employees, officers, officials, agents, and volunteers in respect
to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10) days' notice shall be acceptable in
the event of non-payment of premium.Notice shall be sent to the Risk Manager,
City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business
in the State of Texas. All insurers must have a minimum rating of A- VII in
the current A.M. Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the
rating is below that required, written approval of Risk Management is
required.
Services Agreement
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(e) Any failure on the part of City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with
any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS.ORDINANCES.R AN12HEGUL.ATIONS.
Contractor 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 Contractor of any violation of such laws,
ordinances,rules or regulations, Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor'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
CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS
OR SUCCESSORS IN INTEREST, CONTRACTOR 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 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 facsimile 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: To CONTRACTOR:
City of Fort Worth Silver Creek Materials, Inc.
Attn: Jay Chapa,Assistant City Manager 200 Attn: Bart McKay
Texas Street 2251 Silver Creek Road
Fort Worth,TX 76102 Facsimile: (817)392-8654 Fort Worth,Texas 76108 Phone: (817)914-1672
Facsimile: (682)703-4951
With copy to Fort Worth City Attorney's Office at Email: bart@silvercreekmaterials.com
same address
Services Agreement
Silver Creek Materials,Inc. Page 7 of 18
14. SOLICITATION OF EMPLOYEES.
Neither City nor Contractor shall, 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 shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. NO WAIVER.
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
16. 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.
17. 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.
18. FORCE MAJEURE.
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
19. 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.
20. 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 shall not be employed in the interpretation of this Agreement or Exhibits A, B,
and C.
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21. 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.
22. ENTIRETY OF AGREEMENT,
This Agreement, including Exhibits A, B and C, contains the entire understanding and
agreement between City and Contractor, 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.
23. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
24. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall
verify the identity and employment eligibility of all employees who perform work under this
Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Contractor shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to
perform such services. Contractor shall provide City with a certification letter that it has complied with
the verification requirements required by this Agreement. Contractor shall indemnify City from any
penalties or liabilities due to violations of this provision. City shall have the right to immediately
terminate this Agreement for violations of this provision by Contractor.
25. OWNERSHIP OF WORKPRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created,published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further, City shall 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 shall 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 shall 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, Contractor 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 ofCity.
Services Agreement
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26. 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. This Agreement and any
amendment hereto, may be executed by any authorized representative of Contractor whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
27. CHANGE IN COMPANY NAME OR OWNERSHIP.
Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership,
or address change for the purpose of maintaining updated City records. The president of Contractor or
authorized official must sign the letter. A letter indicating changes in a company name or ownership
must be accompanied with supporting legal documentation such as an updated W-9, documents filed
with the state indicating such change, copy of the board of director's resolution approving the action, or
an executed merger or acquisition agreement. Failure to provide the specified documentation so may
adversely impact future invoice payments.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
(Signature Page Follows)
Services Agreement
Silver Creek Materials,Inc. Page 10 of 18
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this
C�Z— day of �`�"ri2��i
2017.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRAC R:
By: " By:
Jay Chapa,Assistant City Manager
Titl .
Date: Date:
w.
APPROVA COMMENDED: ATTEST:
By: By:
Name: a Sh Name:
Title: 0.', fide:
Acting Director—Water
At ostted b F RT
Mfiry J. yser, City Secretary
APPROVED AS TO FORM AND LEGALIT
By: Jo ate, Assistant City Attorn
CONTRACT AUTHORIZATION:
M&C: i— to
1295 Number: 2017-245238
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.
B .
Titlehk�AICS S QU'r SiO�
Services Agreement
Silver Creek Materials,Inc. Page 11 of 18
EXHIBIT A
STATEMENT OF WORK
Silver Creek Materials,Inc.
Bulk Disposal and Material
1.0 Herein the term "disposal" shall only mean recycling of materials and/or bulk materials, and
nothing else, including but not limited to the disposal and/or disposition of materials and/or bulk
materials. Also, herein the term "sewer" shall only mean storm sewer and/or sewage, and
nothing else,and shall not mean or include sanitary sewer and/or sewage.
2.0 Contractor shall provide bulk material disposal of soil, concrete and asphalt from cleanup of
water and sewer repairs. Contractor shall also provide for pick up of bulk materials from the
same location, to include but not limited to top soil, limestone and sand for the Water
Department, during normal business hours.
3.0 Bulk Material Disposal Service Requirements
3.1 Contractor shall provide bulk material dump disposal services for 90 percent (%) clay,
soil and sand,0-10%concrete and 0-10%asphalt at an estimated 10 yards per load.
3.2 Contractor shall provide an area to dispose of bulk material 24 hours per day, 365 days
per year.
3.3 Contractor shall have two ticket management systems; one to track number of truck
loads for bulk material disposal yards dumped and one to track truck loads for pick-up
of bulk materials. Industry standard shall be used; 1.35 tons equals one yard. Contractor
shall invoice separately for bulk material disposal and bulk material pickup.
3.4 Contractor shall have no separation requirement of bulk material disposal.
3.5 Top Soil Specifications
3.5.1 Mechanically screened, sandy loam topsoil. Natural, fertile, friable soils having
textural classification of silt or clay loam, possessing characteristics of soils
which produce heavy growth of crops, grass, or other vegetation. Free of
subsoil, brush, or other materials harmful to grading, plant growth, or
maintenance operations.
3.5.2 The soil texture shall be classified as loam or sandy loam according to the "soil
triangle" published by the United States Agriculture Department and the
following criteria:
1. Sand (2.0 to 0.5millimeter (mm) diameter (dia.) (No. 10 sieve): Loam 25-
50%; Sandy Loam 45-85%
2. Silt (0.05 to 0.002 mm dia.) (No.270 sieve): Loam 30-50%; Sandy Loam
less than 50%
Services Agreement
Silver Creek Materials,Inc. Page 12 of 18
3. Clay(smaller than 0.002mm dia.) (Hydrometer Analysis): Sandy Loam less
than 50%.
4. Natural Organic Content:Not less than 1.5%.
5. Potential Hydrogen(PH)of Soil:Not more than 7.6.
6. Soil Texture shall be determined by utilizing processes as prescribed in
American Society for Testing and Materials(ASTM)D422 using the No. 10
and No. 270 sieves and a hydrometer analysis.
3.5.3 Sampling and Testing: The City of Fort Worth reserves the right to request to
perform random sampling of the material being offered to the City. If
required,the Contractor will be required to provide a sample, approximately 10-
16 lbs., no later than five business days after being contacted by the ordering
department. The sample will be delivered to the City of Fort Worth Water
Department, Field Operations Division, 1608 11`h Avenue, Fort Worth, Texas
76102.
3.5.3.1 Failure to submit a sample may be cause to reject future shipment(s)and
legal ground for contract termination.
3.6 Crushed Limestone for Embedment:
3.6.1 This specification covers the material requirements for crushed limestone for
use in the lower six(6)inches(")of the trench to bed either water or sewer pipe.
3.6.2 This material shall consist of a cherty type stone, crushed and graded, to
conform to the current ASTM D448 for a Standard Aggregate Size Number 67
(approximate 3/4"to No. 4)and shall have a percent of wear not to exceed 35.
3.6.3 Material for testing shall be obtained by the project inspector at the source of
supply. The results of this testing shall be used to approve or disapprove the
source of supply and no further testing will be required for that specific project
for that specific project for which the test was made.
3.6.4 The material shall be required to meet the sieve test of the current ASTM EI I
for conformity to ASTM D448 for a Standard Aggregate Size Number 67 and a
percent of wear test not to exceed 35 when tested in accordance with ASTM
C131.
3.6.5 ASTM D448 Size Number 67 Gradation
Sieve Percent by Weight
Size Passine
1" 100
%91 90-100
3/8" 20-55
No. 4 0-10
No. 8 0-5
Services Agreement
Silver Creek Materials,Inc. Page 13 of 18
3.7 Backfill Sand Specifications
3.7.1 Backfill Sand is the material or materials required to fill water or sanitary sewer
system trenches and/or other excavation appurtenant to the project as specified
in the Contract Document and Plans. This material is further defined to include
trench foundation material,granular embedment, and trench backfill.
3.7.2 Trench Foundation Materials:
3.7.2.1 Washed Gravel is clean washed gravel ranging in size from 1 inch to '/z
inch not to exceed 10% of fines, or five (5) % of coarser materials.
Washed gravel shall in no event contain in excess of five(5)%clay.
3.7.2.2 Ballast Stone is washed stone ranging from three(3) inch to six(6) inch
in greatest dimension.
3.7.2.3 Granular embedment shall be defined as free flowing sandy material
which contains no clay, reasonably free of organic material, shall not
form muck or mud when wet and meets the following requirements:
Sieve Size %Retained
2" 0
1" 0-10
No.40 0-40
No. 100 95 minimum
3.7.2.4 Soil Resistivity: Material furnished for use as embedment for water
mains must have a resistivity of not less than 5,000 ohms/centimeters(cm).
3.7.3 Backfill Classifications
A. Street Backfill: Crushed limestone will be used for trench Backfill in
finished streets.
Sand material obtained from an approved source consisting of durable
particles, free of thin or elongated pieces, lumps of clay, soil, loam or
vegetable matter and meets the following gradation may be used in lieu
of crushed limestone for street backfill with the approval of the
Engineer.
Size Sieve %Passing Size Sieve %Passing
No.4 100 No. 50 20-40
No. 16 80-100 No. 100 10-40
No. 200 0-10
Compaction shall be of 90%Proctor density.
Services Agreement
Silver Creek Materials,Inc. Page 14 of 18
B. Trench Backfill: Type B,C,and D backfill for trenches shall meet the
following requirements:
MATERIAL
REQUIREMENTS Type Backfill
B C D
Sandy Trench Trench
Gravel Excavation Excavation
%of rock by volume
allowed regard-less 50% 50% 50%
of trench width
Greatest dimension
of rock allowed in 3" 3" 3"
trenches 4 feet(ft.)
or less in with
%of maximum
allowable dimension
rock to total backfill 3% 3% 5%
volume,regardless
of trench width
Greatest dimension
of rock allowed in
trenches greater than
4' in with. Total 6" 6" 8"
volume not to
exceed 1%of
backfill.
All rock must be reasonably uniform in distribution throughout the backfill material
in order to be considered acceptable for use, regardless of the width of trench, in
which the material is to be used.
%of backfill,by volume,of clay or gumbo lumps permitted,regardless of
trench with 25% 25% 25%
Largest dimension of clay or
gumbo lumps in trenches 4 ft.
or less in width 6" 6" 10"
Services Agreement
Silver Creek Materials,Inc. Page 15 of 18
Largest dimension of clay or gumbo lumps permitted in trenches greater than 4 ft.
in width. Total volume not
to exceed 1% 10" 10" 10"-12"
All lumps must be reasonable uniform in distribution throughout the backfill
material in order to be considered acceptable for use regardless of the width of
trench in which the material is to be used.
C. Additional backfill requirements when approved for use in streets:
1. Type B backfill
(a) Maximum liquid limit shall be 35
(b) 35%or less of total volume shall pass No. 200 sieve
(c) Maximum plastic index(PI)shall be 12
2. Type C backfill
(a) Material meeting requirements and having a PI of 15 or
less shall be considered as suitable for compaction by
jetting.
(b) Material meeting requirements and having a PI of 15 or
more shall be considered for use only with mechanical
compaction.
(a) (c) Material shall be of such characteristic that it
will stabilize without the use of lime or other similar
additive and form a suitable street sub-base material.
(d) Material unsuitable for use as Type C backfill shall be
considered as spoiled,and Type B backfill will be used.
3.8 When the materials in Section 3.5, Section 3.6, and/or Section 3.7 herein are not
available and/or do not meet the requirements set forth in Section 3.5, Section 3.6,
and/or Section 3.7 herein, the Contractor may be allowed to provide materials not
specified and/or not meeting the requirements specified in Section 3.5, Section 3.6, and
Section 3.7 herein, upon approval of an authorized employee, agent, and/or
representative of the City.
Services Agreement
Silver Creek Materials,Inc. Page 16 of 18
EXHIBIT B
PRICE SHEET
SILVER CREEK MATERIALS,INC.
PRICE SHEET
Contractor will be compensated according to this Price Sheet for authorized product and services
provided pursuant to the scope of work (Exhibit A) and properly invoiced, not to exceed requesting
department's fund amount for bulk disposal and material for the contract term. All "Unit Price" amounts
included in this exhibit include all fees, costs, and expenses incurred by Contractor in performance under
the Agreement. No fees, costs, or expenses of any kind shall be added to unit price included in this
exhibit, except upon renegotiation of the amounts allocated in this Price Sheet upon renewal of the
Agreement.
Proposal Item Estimated Quantity Unit of Measure Lail Price Total Price
Bulk Material 4000 EA $30.00 $120,000.00
Disposal for soil,
concrete and
asphalt from cleanup
of water and sewer
repairs, 10 yard loads
To Sail 1000 CUYD $11.00 $ 11,000.00
Criished Limestone 1000 TON $23.50 $23,500.00
Backfill Sand 200 CUYD $ 7.25 $ 1,450.00
TOTAL $155,950.00
PROPOSAL
PRICE
Services Agreement
Silver Creek Materials,Inc. Page 17 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
SILVER CREEK MATERIALS,INC.
2251 SILVER CREEK ROAD
FORT WORTH,TEXAS 76108
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment
or change order on behalf of Contractor related to the Agreement between the City and Contract for bulk
disposal and material. Such binding authority has been granted by proper order,resolution,ordinance or
other authorization of Contractor. City is fully entitled to rely on the warranty and representation set
forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit
an updated Form within ten(10)business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly
executed by Contractor.
1. Name: � r
1'0 iorl: . 1 Ct
Signal,
'Ve ,t�
2. Name:'idNA
Position:
Signat e
3. Name:
Position:
Signature r
Name: j
Signatu a of President/
Other Title: �
Date: Ig ye
Services Agreement
Silver Creek Materials,Inc. Page 18 of 18
M&C Review ry 10 Vl*age 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA F H
COUNCIL ACTION: Approved on 9/12/2017
DATE: 9/12/2011 REFERENCE NO.:**P-12096 LOG NAME: 13P17-0373 BULK
DISPOSAL MJR WATER
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Contract with Silver Creek Materials, Inc., for Disposal of Spoil Material and
Purchase of Bulk Material for a Total Amount Up to $200,000.00 for the Initial One-Year
Term and Four One-Year Renewal Options for the Water Department(ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the Contract with Silver Creek Materials, Inc.for
disposal of spoil material and purchase of bulk material for a total amount up to $200,000.00 for the
initial one-year term and four one-year renewal options for the Water Department.
DISCUSSION:
The Water Department will use this contract for bulk disposal of spoil material such as soil, concrete
and asphalt from excavation and cleanup of water and wastewater projects. The Water Department
will also purchase bulk materials, including top soil, limestone and backfill, from the same company in
order to fill water or wastewater trenches and other excavations necessary for projects throughout the
City of Fort Worth (City).
RFP ADVERTISEMENT-A Request for Proposals (RFP)was advertised in the Fort Worth Star-
Telegram every Wednesday from June 21, 2017 through July 19, 2017. The evaluation factors
consisted of reputation of the proposer's goods and services, extent to which the goods and services
meet the City's needs, proposer's past relationship with the City, any relevant criteria specifically
listed in the RFP and proposed contract price. Twenty-three vendors were solicited from the
purchasing vendor database system; two responses were received. The proposals were reviewed by
an evaluation committee consisting of Staff from the Water Department Field Operations Division and
Village Creek Water Reclamation Facility(VCWRF). The proposal from Silver Creek Materials, Inc.,
was determined to present the best value to the City,
PRICE ANALYSIS -There is an overall increase of 17 percent in pricing compared to previous
Agreement awarded June 10, 2014, Mayor and Council Communication (M&C P-11669). The United
States Producer Price Index for nonmetallic mineral products increased 15 percent from 2014 to
2017. Water Department staff reviewed the proposed pricing and certified that the prices offered are
fair and reasonable based on the proposal received. No guarantee was made that a specific amount
of goods or services would be purchased. However, Water Department may spend up to
$200,000.00 with the contractor during the initial term of this Agreement.
M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE ordinance,
because the purchase of goods or services is from sources where subcontracting or supplier
opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by
the City Manager in the amount of up to $50,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24998&councildate=9/12/2017 11/7/2017
M&C Review Page 2 of 2
CONTRACT TERMS- Upon City Council's approval, the contract will begin upon complete execution
and expire on August 29, 2018.
RENEWAL OPTIONS -This contract may be renewed for up to four successive one-year periods
under the same terms and conditions. Staff anticipates that the costs for renewal years shall remain
approximately the same as the first year. The renewals will not require City Council approval
provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during
the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The approval of this action provides purchasing authority up to $200,000.00, as specified. The
Director of Finance certifies that funds are available in the current operating budget, as appropriated,
of the Water and Sewer Fund and that prior to an expenditure being made, the Water Department
has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2)]
Submitted for City Manager's Office by Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Cynthia Garcia (8525)
Jane Rogers (8385)
ATTACHMENTS
17-0373 Silver Creek Materials 1295 Form.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24998&councildate=9/12/2017 11/7/2017