HomeMy WebLinkAboutContract 53808 CITY SECRETARY
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p FORT WORTH CONTRACT NO. 938(A
APR 15 202
C1N NMAI TH
SECRUAI CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement("Agreement") is entered into by and between Earthtek, Inc.
("Vendor")and the City of Fort Worth,("City"),a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A-City's Terms and Conditions
3. Exhibit B-Seller's Quote, Scope of Services or Purchase Order;
4. Exhibit C-Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard);and
5. Exhibit D-Conflict of Interest Questionnaire.
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.In the event of a conflict between Exhibit A-City's Terms and Conditions and Exhibit
C-Tarrant County 2020-025, then Exhibit A-City's Terms and Conditions shall control, but only to
the extent allowable under the Tarrant County Contract 2020-025.
City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by City
shall not exceed Ninety- nine thousand Dollars ($99,000.00). Vendor shall not provide any additional
items or 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 shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses
in writing.
The term of this Agreement shall be for one year beginning on April 20, 2020 and ending on April 19,
2021 City shall be able to renew this agreement for two (2) one-year renewal options by written
agreement of the parties.
Vendor agrees that City shall,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 shall have access during normal
working hours to all necessary Vendor 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 Vendor
reasonable advance notice of intended audits.
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 requeste;6�eqqed 0-5
follows: UrFl%'JAiL RECORD
CITY SECRETARY
FT. WORTH,TX
To CITY: To VENDOR:
City of Fort Worth Earthtek,Inc.
Attn: Kevin Gunn, u dy r Title GM
Interim Assistant City Manager 408 11 r St.
200 Texas Street Arlington,TX 76011
Fort Worth,TX 76102-6314 Facsimile: it-1 te5-a 2.1 bz)
Facsimile:(817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: responsible for the monitoring and administration
Name: Jay Chapa of this contract,including ensuring all performance
Title: Deputy City Manager and reporting requirements.
`f IS-- ';� 0
APPROVAL RECOMMENDED: By:
&')-L� dPLv-
Name: Brenda Midgett
Title: Sr.Administrative Assistant
By: APPROVED AS TO FORM AND LEGALITY:
N Steve Cooke
� y itle: Director,Property Management
ATTEST: By:
Name: John B.Strong
r,
Title: Assistant City Corney
:ORr
By. Q ONTRACT AUTHORIZATION:
Name: Ma yser &C: �
Title: City Secre U d. Nfo.
VENDOR: k '
ATTEST:
By: _ 'L' By:
Name: j e Name: r
Title: _ nercal /AAW%A1e.- Title:
Date: q-17---�-o a imaq L RECORD
CRETARY
FT. WORTH,TX
FORT WORTM,
Exhibit A
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 EFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and sub
vendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services,
its officers,agents, servants, employees, vendors and sub vendors who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 PJj$LtC INFORMATION
Any information submitted to the City of Fort Worth (the"City") may be requested by a member of
the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002,
552.128(c)(West Supp. 2006). If the City receives a request for a Seller's proprietary information,
the Seller listed in the request will be notified and given an opportunity to make arguments to
the Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its
information may not lawfully be released. If Seller does not make arguments or the AG rejects the
arguments Seller makes, Seller's information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or positron. Any violation of this section with the
knowledge, expressed or implied, of the person or corporation contracting with the City Council
shall render the contract invalid by the City Manager or the City Council. (Chapter XXVI1,
Section 16, City of Fort Worth Charter)
5.0 QRDERS
5.1 No employees of the Buyer or its officers, agents, servants, vendors or sub vendors
who act on behalf of various City departments, bodies or agencies are authorized to
place orders for goods and/or services without providing approved contract numbers,
purchase order numbers, or release numbers issued by the Buyer. The only exceptions
are Purchasing Card orders and emergencies pursuant to Texas Local Government
Code Section 252.022(a) (1), (2), or (3). In the case of emergencies, the Buyer's
Purchasing Division will place such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
6.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping container,
shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c)Container
number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.
Goods shall be suitably packed to secure lowest transportation costs and to conform to
requirements of common carriers and any applicable specifications. Buyer's count or weight shall
be final and conclusive on shipments not accompanied by packing lists.
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7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance of
the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation
costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the
quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to
designate what method of transportation shall be used to ship the goods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
12.0 INVOICES
12.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase order or
purchase change order number. Invoices shall be itemized and transportation charges, if
any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, should be attached to the invoice. Seller shall mail or deliver invoices to
Buyer's Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled "Ship to." Payment shall not be
made until the above instruments have been submitted after delivery and acceptance of
the goods and/or services.
12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
13.0 PRICE WARRANTY
13.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase. In the event Seller breaches this
warranty, the prices of the items shall be reduced to the prices contained in Seller's
proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel
this contract without any liability to Seller for breach or for Seller's actual expense. Such
remedies are in addition to and not in lieu of any other remedies which Buyer may have
in law or equity.
13.2 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or rights
arising pursuant to said purchase(s), to cancel this contract without liability and to deduct
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from the contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the full amount thereof.
14.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and
cause this contract to terminate immediately.
16.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any
attached work orders or invoices. The City may not use or share this software without
permission of the Seller; however Buyer may make copies of the software expressly for backup
purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")do
not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any Intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement.
17.2 SELLER shall be liable and responsible for any and all claims made against the City
for infringement of any patent, copyright, trademark, service mark, trade secret, or
other intellectual property rights by the use of or supplying of any Deliverable(s) in
the course of performance or completion of, or in any way connected with
providing the services,or the City's continued use of the Deliverable(s)hereunder.
17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City
for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or
any part thereof, in accordance with this Agreement, it being understood that this
agreement to indemnify, defend,settle or pay shall not apply if the City modifies or
misuses the Deliverable(s). So long as SELLER bears the cost and expense of
payment for claims or actions against the City pursuant to this section 8, SELLER
shall have the right to conduct the defense of any such claim or action and
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all negotiations for its settlement or compromise and to settle or compromise any
such claim; however, City shall have the right to fully participate In any and all
such settlement, negotiations, or lawsuit as necessary to protect the City's
Interest, and City agrees to cooperate with SELLER 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 the City for infringement arising
under this Agreement, the City 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, SELLER shall fully
participate and cooperate with the City in defense of such claim or action. City
agrees to give SELLER timely written notice of any such claim or action, with
copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not
eliminate SELLER's duty to indemnify the City under this Agreement. If the
Dellverable(s), 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, SELLER shall,at its own expense and as City's sole
remedy, either: (a) procure for City the right to continue to use the Dellverable(s);
or (b) modify the Deliverable(s) to make them/it non-infringing, provided that
such modification does not materially adversely affect City's authorized
use of the Dellverable(s); or (c) replace the Deliverables) with equally
suitable, compatible, and functionally equivalent non-infringing Deliverables) at
no additional charge to City; or (d) If none of the foregoing alternatives is
reasonably available to SELLER,terminate this Agreement, and refund all amounts
paid to SELLER by the City, subsequent to which termination City may seek any
and all remedies available to City under law.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested
by the Seller for the City pursuant to a Work Order, including all such developments as are
originated or conceived during the term of the Contract and that are completed or reduced to writing
thereafter (the "Work Product') and Seller acknowledges that such Work Product may be
considered'work(s)made for hire" and will be and remain the exclusive property of the City. To the
extent that the Work Product, under applicable law, may not be considered work(s) made for hire,
Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may
have in any Work Product or any tangible media embodying such Work Product, without the
necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own
name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its
vendors hereby waives any property interest in such Work Product.
19.0 blgDUORK ACCESS
The City owns and operates a computing environment and network (collectively the "Network"). If
Seller requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Seiler is required to utilize the Internet, Intranet, email, City database, or other
network application, Seller shall separately execute the City's Network Access Agreement prior to
providing such services.A copy of the City's standard Network Access Agreement can be provided
upon request.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of
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Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer
may have in law or equity.
21.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in whole or in
part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of
Termination" specifying the extent to which performance of work or the goods to be purchased
under the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of Buyer as set
forth herein.
22.0 ASSIGNMENT I DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this contract
shall be assigned or delegated to another entity without the express written consent of Buyer. Any
attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all
purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller
agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by
Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights,
interests, or obligations to another entity. The documents that may be requested include, but are
not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form
W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any
entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide
necessary information in accordance with this section, Buyer shall not be liable for any penalties,
fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with any
applicable proposal documents published by the Buyer and Seller's Response to such proposal
(the"contract documents"). This Agreement is intended by the parties as a final expression of their
agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of this
Agreement even though the accepting or acquiescing party has knowledge of the performance and
opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is
used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict
between the contract documents, the order of precedence shall be these Standard Terms and
Conditions, the Buyer's published proposal documents and the Seller's response. If Buyer and
Seller have otherwise negotiated a contract,this Agreement shall not apply.
26.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall
be governed,construed and enforced under the laws of the State of Texas.
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27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent Contractor(s) and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to
control, the details of its operations hereunder, and all persons performing same, and shall be
solely responsible for the.acts and omissions of its officers, agents, employees, vendors and sub-
vendors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its
officers, agents, employees, vendors and sub vendors. Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees, vendors and sub vendors.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY - SELLER 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 SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
28.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER), ITS
OFFICERS,AGENTS, 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 SELLER'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS OFFICERS, AGENTS,
SUBCONTRACTOR(S)S, SERVANTS OR EMPLOYEES.
29.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
30.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have been
appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions
of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to
have been delivered three (3) business days following the day such notice is deposited in the
United States mail, in a sealed envelope with sufficient postage attached, addressed to
Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth,
Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three (3)
business days following the day such notice is deposited in the United States mail, in a sealed
envelope with sufficient postage attached, addressed to the address given by Seller in its
response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery,
notice is considered received upon delivery.
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32.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article III,
Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as
amended, and Seller hereby covenants and agrees that Seller, its employees, officers,
agents, vendors or sub vendors, have fully complied with all provisions of same and that no
employee, participant, applicant, Contractor(s)or subcontractor(s)has been discriminated against
according to the terms of such Ordinance by Seller, its employees, officers, agents,
Contractor(s)or sub vendors herein.
33.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act(INA)which includes provisions addressing
employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the
identity and employment eligibility of all employees who perform work under this Agreement.
Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee
who performs work under this Agreement. Vendor 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. Vendor shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Vendor 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 Vendor.
34.0 HEALTH.SAFETY.AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
35.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of
three (3) years after final payment under this contract, and at no additional cost to Buyer, have
access to and the right to examine and copy any directly pertinent books, computer disks, digital
files, documents, papers and records of the Seller involving transactions relating to this contract,
including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees
that the Buyer shall have access, during normal working hours, to all necessary Seller facilities,
and shall be provided adequate and appropriate workspace, in order to conduct audits in
compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any
copying in accordance with the standards set forth in the Texas Administrative Code. The Buyer
shall give Seller reasonable advance written notice of intended audits, but no less than ten (10)
business days.
36.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its sub vendors will not unlawfully discriminate on the basis of
disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of its
sub vendors. Seller warrants it will fully comply with ADA's provisions and any other applicable
federal, state and local laws concerning disability and will defend, indemnify and hold Buyer
harmless against any claims or allegations asserted by third parties or sub vendors against Buyer
arising out of Seller's and/or its sub vendor's alleged failure to comply with the above-referenced
laws concerning disability discrimination in the performance of this agreement.
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37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall
first attempt to resolve the matter through this dispute resolution process. The disputing party shall
notify the other party in writing as soon as practicable after discovering the claim, dispute, or
breach. The notice shall state the nature of the dispute and list the party's specific reasons for
such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a
good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach or other matter in question that may arise
out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty
(60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. If the parties cannot resolve the dispute
through mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute.
38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is
prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract, Seller certifies that Seller's signature provides written verification to the City that
Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract.
Revised August 31, 2017.
Page 8 of 8
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Exhibit C
�;T pOL •. REFERENCE NLJNfBER
COMMISSIONERS COURT PAGE I OF 5
'• • * • COMMUNICATION
DATE: 0I/07/2020
SUBJECT: BID NO.2020-025-ANNUAL CONTRACT FOR GREASE,LINT,OIL,AND
SAND TRAP CLEANING SERVICES-COUNTYWIDE-VARIOUS VENDORS
-PER UNIT PRICE
COMMISSIONERS COURT ACTION REOUESTED:
It is requested that the Commissioners Court award Bid No. 2020-025, Annual Contract for Grease,
Lint, Oil,and Sand Trap Cleaning Services,Countywide,to the following vendors at the per unit price:
Primary Earthtek,Inc.
Secondary TAS Environmental Services,L.P.
Alternate Hazmat Environmental Services,d/b/a Trans-Environmental Services,LLC
BACKGROUND:
Notice of the County's intent to bid was advertised in local newspapers, as required by State statute,
and posted on the Internet, the Arlington Black Chamber of Commerce, the Fort Worth Hispanic
Chamber of Commerce, the Fort Worth Metropolitan Black Chamber of Commerce, and the Tarrant
County Asian American Chamber of Commerce. Thirty (30) vendors were contacted and requested to
participate in this bid process. All documents pertaining to this bid were posted on the Tarrant County
website and were downloaded by interested bidders. Three(3)bids were received.
Bids were evaluated by Facilities Management and Purchasing representatives. Award
recommendations are to the low bids meeting specifications.
The term of the contract is twelve (12) months, effective January 7, 2020, with two (2) options for
renewal periods of twelve(12)months each.
Therefore, it is the joint recommendation of Facilities Management and Purchasing that Bid No. 2020-
025, Annual Contract for Grease, Lint, Oil, and Sand Trap Cleaning Services, be awarded to the
vendors listed above at the per unit price.
FISCAL IMPACT:
Expenses for last year were approximately$40,575.00. Services are provided on an as-needed basis.
SUBMITTED BY: Purchasing PREPARED BY: James L.Bocks,CPPB
APPROVED BY:
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•••'•�:,•,*,•.:�'• TAKINGS IMPACT ASSESSMENT CHECKLIST
Complete this form for any County action that involves the adoption of a
regulation, policy, guideline, court resolution or order.
ProjectlRegulation Name: Bid No. 2020-025 — Annual Contract for Grease, Lint, Oil, and
Sand Trap Cleaning Services
County Department: PURCHASING
Contact Person: JACK BEACHAM. C.P.M..A.P.P.
Phone Number for Contact Person: (817)884-1133
Type of TIA Performed: ciORT TIA or FULL TIA. Circle one after answering the
questions in Sections II and III below.
1. Stated Purpose
Attach to this checklist an explanation of the purpose of the regulation, policy,guideline,
court resolution or order.
Note: The remainder of this Takings Impact Assessment Checklist should
be completed in consultation with the Criminal District Attorney's Office.
II. Potential Effect on Private Real Property
1. Does the County action require a physical invasion, occupation or dedication of
real property?
Yes No J
2. Does the County action limit or restrict a real property right, even partially or
temporarily?
Yes No
If you answered yes to either question, go to Section III. If you answered no to
both, STOP HERE and circle SHORT TIA at the top of the form.
Exhibit D
CONFLICT OF INTEREST QUESTIONNAIRE FORM CiO
For vendor doing business with local governmental entity
This Questionnaire reflects changes made to the law by H.B. 23.84th Leg., Regular Session. OFRCE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code, D w Rec&w �.
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
govemmentat entity and the vendor meets regttirements urlder Section 176.006(a).
By taw this questionnaire must be filed with the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to to filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense d the vendor knowitngly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
1j Name of vendor who has a business relationship with local governmenial entity.
9ar7%
Chock this box if you are tiling an update to a previously flied questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate)
s
Name of local government officer about whom the Information in this section Is being disclosed.
Name of Officer
This section(item 3 including subparts A,8,C,8 D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.0010 a).Local Government Code. Attach additional
pages to this Form CIG as necessary.
A. is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income.from the vendor?
ED Yes - No
B. Is the vendor receiving or f kely to receive taxable income,other than investment income,from or at the direction of the local
govemnient officer named in tNs section AND the taxable income is not received from the local governmental entity?
a Yes KI No
C. is fhe filer of this questionnaire employed by a corporation or other business entity with respect to which the local
governmer►t officer serves as an officer or director,or holds an ownership interest of one percent or more?
Yes X No
D.Describe each employment or business and[amity relationship with the local government officer narned in this section.
"Ve 2- t�.
Stnature of vend dung s wm the governmera l entity DNa
Adopted fU712015