HomeMy WebLinkAboutContract 56058 CSC No.56058
Fom,%R,ni
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between The
Sandbagger, LLC ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule
municipal corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
l. This Sole Source Purchase Agreement;
2. Exhibit A: Terms and Conditions;
3. Exhibit B: Conflict of Interest Questionnaire.
4. Exhibit C: Seller Contact Information
5. Exhibit D: Verification of Signature Authority
6. Exhibit E: Seller's Sole Source Justification Letter and
7. Exhibit F: Seller's Proposal
Exhibits A, B, C, D, E, and F, which are attached hereto and incorporated herein, are made a part
of this Agreement for all purposes. The Amount of this contract shall not exceed $20,828.00.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
Seller Name: The Sandbagger, LLC Buyer: City of Fort Worth
Authorized Signature: Authorized Signature:
Printed Name: Printed Name: Cynthia Garcia
�_t iL 1 Ord 1 �
Title: _ � , � � � ,,� itle: Assistant Finance Director
04 l er F
Date: 1 Date:
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.
Signature: jQ�;{��;,� Date: 07/02/2021
Name: Traci Akin Title: Sr. Administrative Assist
CITY SECRETARY:
Signature: Date: Ju121,2021
Name:Ron Gonzales ao�4n�u� Title: Acting City Secretary
P�F°FoRr�aa�
°�-�o OFFICIAL RECORD
o °
000
p ,0 o °*� CITY SECRETARY
.,
°°O°0000°° a
aa�n 2000 FT. WORTH, TX
llZtR
CITY OF FORT WORTH:
4 APPROVED AS TO FORM AND LEGALITY:
Name: Dana Burghdoff By:
Title: Assistant City Manager Name: Taylor Paris
Date: 07/21/21 Title: Assistant City Attorney
APPROVAL RECOMMENDED:
WJ(A 7,2021 :05 CDT)
By.
Name: William Johnson
Title: TPW Director
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer are subject to disclosure under the Texas Public Information Act.
In the event there is a request for information marked Confidential or Proprietary, Buyer
shall promptly notify Seller. It will be the responsibility of Seller to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction. The Parties agree that nothing contained within this
Agreement is considered proprietary or trade secret information and this agreement may
be released in the event that it is requested.
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
2 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 position
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 XXVII, Section 16,City of Fort Worth Charter).
5.0 ORDERS
5.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
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 I 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.
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.
3
Revised 3.11.20tp
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.
12.3 Payment. All payment terms shall be"Net 30 Days" unless otherwise agreed to in
writing. Before the I st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
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
4
Revised 3.11.20tp
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 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 Buyer 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
5
Revised 3.11.20tp
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 Buyer 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 Buyer's continued use of the
Deliverable(s) hereunder;
17.3 SELLER agrees to defend,settle,or pay,at its own cost and expense,any claim
or action against Buyer for infringement of any patent,copyright,trade mark,
trade secret,or similar property right arising from Buyer'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 Buyer modifies
or misuses the software and/or documentation. So long as SELLER bears the
cost and expense of payment for claims or actions against Buyer pursuant to
this section, SELLER 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; however, Buyer shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect Buyer's interest, and Buyer agrees to cooperate with
SELLER in doing so. In the event Buyer, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action
brought against Buyer for infringement arising under this Agreement, Buyer
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
Buyer in defense of such claim or action.Buyer agrees to give SELLER timely
written notice of any such claim or action,with copies of all papers Buyer may
receive relating thereto. Notwithstanding the foregoing, Buyer's assumption
of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer 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, SELLER shall, at its own expense and as
Buyer's sole remedy, either: (a) procure for Buyer 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 Buyer'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 Buyer;or(d)if none
of the foregoing alternatives is reasonably available to SELLER terminate this
Agreement, and refund all amounts paid to SELLER by Buyer,subsequent to
which termination Buyer may seek any and all remedies available to Buyer
under law; and
6
Revised 3.11.20tp
17.4 The representations, warranties, and covenants of the parties contained in
section 13 through 17 of this Agreement will survive the termination and/or
expiration of this Agreement.
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 Buyer 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 Buyer. 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 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 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.
20.0 TERMINATION
21.1 Written Notice. The 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 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.
21.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer
will notify Seller 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 Buyer of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and
delivered prior to the effective date of termination,and Buyer shall not be liable for
any other costs, including any claims for lost profits or incidental damages. Seller
7
Revised 3.11.20tp
shall provide Buyer with copies of all completed or partially completed documents
prepared under this Agreement. In the event Seller has received access to Buyer
Information or data as a requirement to perform services hereunder, Seller shall
return all Buyer provided data to Buyer in a machine readable format or other
format deemed acceptable to Buyer.
21.0 ASSIGNMENT/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.
22.0 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.
23.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
24.0 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 attachments and exhibits. 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
8
Revised 3.11.20tp
between the contract documents, the order of precedence shall be these Standard Terms
and Conditions, and the Seller's Quote.
25.0 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.
26.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor 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 subcontractors.The doctrine of respondent superior shall not apply as between
Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing
herein shall be construed as creating a partnership or joint enterprise between Buyer and
Seller, its officers, agents, employees, vendors and subcontractors.
27.0 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 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND 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)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS,AGENTS,
SERVANTS OR EMPLOYEES.
28.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Seller agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against
9
Revised 3.11.20tp
Buyer for infringement of any patent, copyright, trade mark, trade secret, or
similar property right arising from Buyer'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 Buyer modifies or
misuses the software and/or documentation. So long as Seller bears the cost
and expense of payment for claims or actions against Buyer pursuant to this
section, Seller 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; however, Buyer shall have the right to fully
participate in any and all such settlement,negotiations,or lawsuit as necessary
to protect Buyer's interest,and Buyer agrees to cooperate with Seller in doing
so. In the event Buyer, for whatever reason, assumes the responsibility for
payment of costs and expenses for any claim or action brought against Buyer
for infringement arising under this Agreement,Buyer 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 Buyer in defense of
such claim or action. Buyer agrees to give Seller timely written notice of any
such claim or action, with copies of all papers Buyer may receive relating
thereto. Notwithstanding the foregoing, Buyer's assumption of payment of
costs or expenses shall not eliminate Seller's duty to indemnify Buyer 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,
Seller shall,at its own expense and as Buyer's sole remedy,either: (a) procure
for Buyer 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
Buyer'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 Buyer; or (d) if none of the foregoing alternatives is
reasonably available to Seller terminate this Agreement, and refund all
amounts paid to Seller by Buyer,subsequent to which termination Buyer may
seek any and all remedies available to Buyer under law.
29 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 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
10
Revised 3.11.20tp
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 NOTICES TO PARTIES
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 BUYER: TO SELLER:
City of Fort Worth The Sandbagger, LLC.
Attn: Purchasing Manager 1' V Title
200 Texas Street 765 S. Rt 83 P l f'• Of- Uffl I C''
Fort Worth, TX 76102-6314 Elmhurst, IL 60126 ifVe! kvi co
Facsimile: (817) 392-8654 Facsimile: 630-876-8558
With copy to Fort Worth City
Attorney's Office at same address
32 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in
interest, as part of the consideration herein, agrees that in the performance of Seller'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 SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
33 IMMIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification
Form(I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
11
Revised 3.11.20tp
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
34 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 RIGHT TO AUDIT
Seller agrees that Buyer 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 Seller involving transactions relating to this Agreement at no additional cost to Buyer.
Seller agrees that Buyer shall have access during normal working hours to all necessary
Seller facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Buyer shall give Seller
reasonable advance notice of intended audits. The Buyer's right to audit, as described
herein, shall survive the termination and/or expiration of this Agreement.
36 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 subcontractors 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 subcontractors. 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 subcontractors against Buyer arising out of Seller's
and/or its subcontractor's alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreement.
37 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
12
Revised 3.11.20tp
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 submit the dispute to non-
binding mediation and 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 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000,this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the Buyer 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 Buyer that Seller: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
39 INSURANCE REQUIREMENTS
39.1 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 Seller, its employees, agents,
representatives in the course of providing services under this Agreement.
"Any vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the work is being performed
13
Revised 3.11.20tp
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement
to the Commercial General Liability (CGL) policy, or a separate policy
specific to Professional E&O. Either is acceptable if coverage meets all
other requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance shall be
submitted to Buyer to evidence coverage.
39.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall name Buyer as an additional insured thereon, as its interests may
appear. The term Buyer 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 Buyer.
(c) A minimum of Thirty(30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. Ten(10)days' notice shall
be acceptable in the event of non-payment of premium.Notice shall be sent
to the Risk Manager, Buyer 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.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
14
Revised 3.11.20tp
(t) Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendor
proceeding with any work pursuant to this Agreement.
15
Revised 3.11.20tp
Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at ff.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form. However, a signature is required in the#4 box in all cases.
16
Revised 3.11.20tp
CONFLtCT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionritaire reflects changes made to the law by KB. 23,84th Leg- Regular Sessiom OFFICE USE ONU
This questionnaire is het filed in accordartcp with Chapter'!76,Lot;al Goverrwnent t-',Gde Dalo Rccewu-d
by a vendorwho has abusiness ralationrsirip as defined by Spcfion 176,001 il-a;with a local
govrirnniental entity mid the vendor rheats reqUiFeMerItS unde-r Sp-.tion I 76.006(al,
By law this questionnaire nitist 1,toe ffiledwill-i the t eoords administy-mor of the locat governmental
et tily not later than the 7th business day after the data the vendor becornes aware of facts
that,eqkjre the slaterne-rit to be filed, Sep Section 176.006(la-1).Lscat Governor-ront Code.
A vendor ,omit its an offense if the vendor Rnowingly violates Section 176,006, Local
GovenlrrientCrideAn offense utiderftssectioil is a misdeme-alIor,
_71tZin.Of_Vl-ndo1who has.1 bushipss—telationship with local—govprnmantal C--Tltlty.
a r i oil
eck t1)is Wit y6iu are Illinq--arl uJidate t a�rpviousllir flip dquestionnairo.
(The iaw leriurres that you file an uj-.idated c-oa-lialpteri qirpstiannaue with the appropriate filing, authority not
later thin the 7th business.day after the dode onwhicn you becan-le aware that the orrgirmlkt tried questionnatto was
incornplete or inaccurate.}
Calm of local qovernment officer about whotu the inform allon In this section Is beint;disclosed.
Nitre of Officer
-17his sf-clian(item ',) including subpals A. a C & D) must be completed for each offictli with whorn the-venifor has art
err riployrrlcntor other busine-,,s relationship as defitted by Section 17&0010-a§,Local GovefrtmeritGoda, Attach additional
tame. to this Frjrm CIO as riecessary
A. Is the Iccal aulto3runent officer narlied u-,this sectiort receiving or likely to receive taxable income,other than mvestment
incorrie,frnrn the vendors
E-1 Yes Cl No
B, Is the vendor recent iact or likely to receive tax.able incoine,czther than in-vesn-nent income,from or at the direction of the local
government officai narried in this sectfon AND the taxable incornet is not recp�t,,ed fliorn the local gavernmental entity?
El Yas El No
G is the Wer of this questt'Mnaire employed by a corploratlxt :q cther busirless er,�4'y with respect to which the local
rlovevni-lient riffir;et serves a,,all officer ar diractol,lir'foldc an,owtiership of ow percent or ritsre?
E:1 Ye, El No
D Desclibe each emptoyment or busies-ss and family siationship with the k:,cql go,,,ornroarit office,nam-,40 in this season.
4
Signatu'fe ol ueriilar do:riq DusineS5 vo:h"Jie u girl srras s"Aw Date
---------- ------— --------
A doo,ed 817!20 t 5
17
Revised 3.11.20tp
EXHIBIT C—SELLER CONTACT INFORMATION
Seller's Name: ' All,t f, �Fy
0
Seller's Local Address: - d % �1
Phone: ' Fax:
Email: . 1 C
Name of persons to contact when placing an order or invoice questions:
Name/Title P �
Phone: t i I� Fax: '' t
Email:
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
l�7
4
Signature Printed Name Date
18
Revised 3.11.20tp
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
THE SANDBAGGER, LLC
765 S. RT 83
ELMHURST, IL 60126
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Seller and to execute any agreement,
amendment or change order on behalf of Seller. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Seller. Buyer is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment
with Seller. Seller will submit an updated Form within ten (10) business days if there are any
changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it
receives a revised Form that has been properly executed by Seller.
l. Name: _ I_
Position: 1..Y ,, r t 11 1 ) let�� ��//tA
Signature
2. Name:
Position:
S ignature
s
Wit..
Signature of resident/CEO/Managing Partner
, �jj •�
P� '� Dates Y
Title:
19
Revised 3.11.20tp
NOTICE OF SOLE SOURCE
Please find this written notice of Sole Source.
The Sandbagger, LLC is the sole �manufacturer
of The Sandbagger ("motorized" and
"Gravity-Fed" machines,) Multibagger,
Trailbagger, and Bulk -Bagger.
All machines are protected. by the U.S. and,
fore-ign patents and trademarks.
Sincerel),',
Tim Vandergrift
Presiderit
The Sandbaacfer, LLC.
Z::
The Sandbagger, LLC Proposal
765 S. Rt 83
Elmhurst, IL 60126
Phone: (630) 876-2400 Fax: (630) 876-8558 PROPOSAL06102021
DATE: DUNE 10, 2021
BILL TO: SHIP TO:
City of Fort Worth City of Fort Worth
ATTN: Greg Galdiano ATTN: Greg Galdiano
4100 Columbus Trl 4100 Columbus Trl
Fort Worth, TX 76133 Fort Worth, TX 76133
SALESPERSON P.O. NUMBER PO DATE SHIPPED VIA SHIPPED TERMS
DATE
PE Trux NET 30
QUANTITY DESCRIPTION UNIT PRICE TOTAL
2 Sandbagger- 4 Chute Gravity fed equipped with spill-over $9,925.00 $19.850.00
shields and safety ladder.
*A dock and forklift are required for off-loading goods.
Any additional shipping charges incurred for
labor,lift gate,etc.will be passed on to the customer.
Please notify us in advance if you require any extra
shipping services such as those mentioned.
NEED SANDBAGS? WE SELL THEM FOR $.20 EACH
ESTIMATED JOB COST SUBTOTAL $19.850.00
This estimate is for completing the job as described above.It is based on our evaluation
and does not include material price increases or additional labor and materials which may
be required should unforeseen problems arise.Prices subject to change with currency rates. SALES TAX N/A
ESTIMATED BY: Paula Eaves SHIPPING&HANDLING $978.00
CUSTOMER APPROVAL:
TOTAL DUE $20,828.00
Thank You For The Opportunity To Be Of Service