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HomeMy WebLinkAboutContract 56434 CSC No.56434 FORT W,O RTH CITY OF FORT WORTH PURCHASE AGREEMENT This Purchase Agreement ("Agreement") reflects the agreement between the City of Fort Worth, ("City"or`Buyer"), a Texas home rule Municipal Corporation and the City of Grapevine, a Texas home rule municipal corporation, ("Seller" or "Vendor") to purchase a Dome Shelter request under this Agreement. The Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Purchase Agreement; 2. Exhibit A—City's Standard Purchasing Terms and Conditions; 3. Exhibit B - Seller's Quote; 4. Exhibit C-Exemption Form; and 5. Exhibit D - Conflict of Interest Questionnaire. All Exhibits which are attached hereto and incorporated herein are made a part of this Agreement for all purposes. Seller agrees to provide City with and goods included in Exhibit B pursuant to the terms and conditions of this Purchase Agreement, including all exhibits thereto_ City shall pay Seller in accordance with the Seller's Quote in Exhibit B in accordance with the provisions of this Agreement. Total compensation for this agreement shall not exceed five thousand dollars and no cents ($5.000.00). Seller 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. Seller 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 Seller involving transactions relating to this Agreement at no additional cost to City. Seller agrees that City 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. City shall give Seller 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 requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY Purchase Agreement Shelter Dome—City of Grapevine FT. WORTH, TX TO THE CITY: TO CITY OF GRAPEVINE: City of Fort Worth City of Grapevine Attn:Assistant City Manager Attn: City Manager 200 Texas Street 200 Main Street Fort Worth TX 76102 Grapevine, TX 76051 Facsimile: (817) 392-6134 Facsimile: (817)410-3002 With Copy to the City Attorney at same address The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and the Purchase Agreement Documents and bind the Seller. (signature page follows) Purchase Agreement Shelter Dome—City of Grapevine Page 2 of 20 Executed effective as of the date signed by the Assistant City Manager below_ FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administraton of this contract,including By vacnewashmQionl0(1a.2D2112:16CDT) ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Oct 4,2021 Approval Recommended: By: Marts•Rs xAhleel Sep 30,202116 5e CDT, Name: Mark Rauscher // Title: Fire Assistant Director By: (✓IDavM(ClC1<.202110:15COT) Approved as to Form and Legality: Name: Jim Davis I ,od-anun� I Title: Fire Chief p� °FORraad 0 o 0090. B Ct"�1°'�'•'9 Attest: ° y 0 0vo o=� Name: Christopher Austria �*° * Title: Assistant City Attorney a ° 1, °OOoo000 a�rExaSa�p By: A ��na�4 Contract Authorization: Name: Ronald Gonzales M&C 21-0759 (9/28/21) Title: Acting City Secretary 1295: NIA SELLER CITY OF GRAPEVINE By: / - Name: Bruno Rumbelow Title: City Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Purchase Agreement Shelter Dome—City of Grapevine P IT 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, Sellers and subSellers 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,Sellers and subSellers who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 PUBLIC 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 there by 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)CXVZ Section 16, City of Fort Worth Charter) 5.0 ORDERS 5.2 No employees of the Buyer or its officers,agents,servants, Sellers or subSellers 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. Purchase Agreement Shelter Dome—City of Grapevine Page 4 of 20 5.3 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. 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 12.2 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 Purchase Agreement Shelter Dome—City of Grapevine Page 5 of 20 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. 12.3 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 13.2 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. 13.3 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 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 fiunished will conform to Buyer's specifications,drawings and descriptions listed in the proposal invitation,and the sample(s) finnished 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 INTENTIONALLY OMITTED Purchase Agreement—Shelter Dome—City of Grapevine Page 6 of 20 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 To the extent allowed by law 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 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 Deliverable(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 Deliverable(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 Deliverable(s); or (c) replace the Deliverable(s)with equally suitable, compatible,and functionally equivalent non-infringing Deliverable(s) 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. Purchase Agreement-Shelter Dome—City of Grapevine Page 7 of 20 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 Sellers hereby waives any property interest in such Work Product. 19.0 INTENTIONALLY DELETED 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 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 TERAMATION 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/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 there from. 23.0 WAIVER Purchase Agreement Shelter Dome—City of Grapevine Page 8 of 20 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 the attached Purchase Agreement and its attached exhibits,and 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. 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, Sellers and sub- Sellers.The doctrine of respondeat superior shall not apply as between Buyer and Seller,its officers,agents,employees, Sellers and subSellers. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers,agents, employees, Sellers and subSellers. 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, Purchase A�eement Shelter Dome—City of Grapevine Page 9 of 20 INCLUDING DEATH,TO ANY AND ALL PERSONS, OF ANY HIND 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 INDEMATFICATION—TO THE EXTENT ALLOWED BY LAW, 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 HIND 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,SERVANTSOR 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. 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 Purchase Agreement Shelter Dome—City of Grapevine Page 10 of 20 hereby covenants and agrees that Seller,its employees, officers,agents, Sellers or subSellers,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 subSellers herein. 33.0 IND41GRATION 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 City, Seller shall provide City 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 CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City,upon written notice to Seller,shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34.0 HEALTH. SAFETY.AND ENVIRONMENTAL REOUIREMENTS 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 subSellers 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 subSellers. Seller warrants it will Purchase Agreement Shelter Dome—City of Grapevine Page 11 of 20 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 subSellers against Buyer arising out of Seller's and/or its subSeller's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37.0 INTENTIONALLY DELETED 38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or the Agreement is for less than$100,000,this section 31 does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,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 Addendum, Seller certifies that Seller's signature provides written verification to City that Seller.(1)does not boycott Israel; and(2)will not boycott Israel during the term of the Agreement. Purchase Agreement Shelter Dome—City of Grapevine Page 12 of 20 EXMrr B GRAPEV�I-�WE,� T E .r i� City of Grapevine Box , 104 Gra Tex INVOICE Grapevinee,Texas 76099 (817 410-3118 INVOICE#06222021 DATE:06/22/2021 To: City of Fort Worth 505 W.Felix Fort Worth,TX 76115 DESCRIPTION AMOUNT 40'w x 20'H x 40'L.Dome Shelter 1807- FR Vinyl cover-WHITE Front-solid panel,cAv(2) 12'xl 2'fabric curtain doors $5,000.00 Back-solid panel,ctw(1)man door I Used i I Make all checks payable to:Company Name TOTAL $5,000.00 Purchase Agreement Shelter Dome—City of Grapevine Page 13 of 20 EXCIBIT C FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORD Instructions:Fill out the entire form with detailed information.Once you have completed this form. provide it to the Purchasing attorney for review.The attorney will reviexv the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal.please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions mmd cause a delay in the attorneys determination. Section 1:General Information Requesting Department: (Fire Departmentl Name of Contract Manager- IMark RauscherI Department's Attorney: I Christopher Austria Item or Service sought: Goods: Service: ❑ Anticipated Amount: Vendor: ICit% ofGranevinel Current/Prior Agreement for itetn/service: Yes ❑ No CSC or Purchase Order#: N/A Amount: SS O Projected MSC Date: [N=A] lion+•will this item or service be used? The Fire Department is establishim,a ienunortry fire.station at Cook Children's Walsh Ranch until the nernmanent fire station 443)opens in the stunmer of 2023.This nonable truck room facility being Purchased from the Cite of Grapevine will enable FVvTD to store fire apparatus onsite at the temnorar% fire station Page 1 of 5 Purchase Agreement Shelter Dome—City of Grapevine Page 14 of 20 ser.^cr%:Claimed Exemption and Justification(Other than sole source) NOTE-For a claimed sole-source exemption,complete Section 3. Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Printer for detailed information about common exemptions: II A procurement necessary to preserve or protect the public health or safety of the City of Port Worth's residents: A procurement necessary because of unforeseen daniase to public machinery, equipment,or other property, ` ❑A procurement for personal,professional,or planning services; j] A procurement for work that is performed and paid for by the day as the work progresses: II A purchase of land or a right-of-way: II Patin,drainage,street timrideninQ and other public improvements,or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements: M A public improvement project. already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project In accordance with the plans and purposes authorized by the voters: 0 A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C.Chapter 212: JZ Personal property sold: • at an auction by a state licensed auctioneer: • at a going out of business sale held in compliance with Subchapter F. Chapter 17,Business&Commerce Code: • by a political subdivision of this state, a state agency of this state, or an entity of the federal government,or • under an interlocal contract for cooperative purchasing administered by a regional planning comniisston established under Chapter 391: Sen-ices performed by blind or severely disabled persons: Q Goods purchased by a municipality for subsequent retail sale by the municipality: II Electricity,or Page 2 of 6 Purchase Agreement Shelter Dome—City of Grapevine Page 15 of 20 71 Ad%errising,otter dial)leaf nnticrs. Please proxide details and facts to explaut«•hy you believe the exemption applies to the purchase.You may also attach documentation to this form.In order to minimize costs.FWFD would like to purchase a used.portable truck room facility from the City of Grapevine that has been used over the past i years by their Fire Department to protect fire apparatus.This purchase is exempt because we are purchasing personal property from another governmental entity per Chapter 252.022.Section A.I2.0 ofthe Local Government Code. See attached email from Cvrtthia. Section_3:(3aimed Sole-Source Exemption and Justification DOTE-For any non-sole-source exemption.complete Section 2. Please indicate the sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions *A procurement of items that are ax ailahle kom only one source,including_ • items that are available from only one source because of patents- secret processes.or natural monopolies: • films.manuscripts,or books: • gas,tv ater. and other utility seniccs: • rtptive replacement parts or components for equipment: • books. papers. and other library materials for a public library that are available only from the persons holding exclusive distribution ri,_hts to the materials:and • ru:uutgement sen•ices prox'ided by a nonprofit urganizction to a municipal museum.park,zoo.or other f tcility to which the organization has provided SiS�',nificant financial or other beneflt�.: Hov, did you determine that the item or sen-ice is only available from one source? Attach screcnshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or dis uss;ions witlr others knowledgeable on the subiect matter that corroborate that the item is available only from a single source. Paee 3 of 6 Purchase Agreement-Shelter Dome—City of Grapevine Page 16 of 20 Did you attach a sole source justification letter? © Yes ® No Describe the uniqueness of the item or service(e.g.compatibility or patent issues,etc.). Section Q:Attorney Determination With the facts provided by the department_is the use of the claimed exemption_defensible if the City were to be challenged on this purchase? N Yes T-1 No. Was there anything attached to this fore that was relied on in inakir_g this determination? Dyes 71 No. If yes,please explain:[DESCRIBE ATTACHMENTS CONTSIDERED) Was there anything not included on this form or attached hereto that was relied on in making this determination? 11-1 Yes R1 No. If yes,please explain:[EXPLAINT OUTSIDE SOURCE OF MORMATION] Will the standard terms and conditions apply9 M Yes .17 No. Will the contract require special terms? El Yes 7 No Will the contract require review by the department attorney? T-2 Yes r5l No Approved By: Date: 6.18.21 i for Paris/Jessika Williams Assistant City Attorney Page 4 of 6 Purchase Agreement Shelter Dome—City of Grapevine Page 17 of 20 EXEMPTION FORM PRIMER Below are explanations and examples of common exemptions that could apply to City purchases. If you have questions about the information provided or need additional information. please contact your department's assigned attorney or the appropriate purchasing attorney. I. A procurement necessary to preser+e or protect the public health or safety of lire inunietpality`s residents: Examples of activities s that have been found to fall uyithin this exception include ambulance services.solid waste collection and disposal:and first-responder saiety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. 2. A procurement necessary because of unforeseen damage to public machinery.equipment. or other property: Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tomado.But parts and sen•ices for routine maintenance;or replacement of old.worn out roofs or windows would not meet this exception. .. A procurement for personal.professional,or planning services. Personal services are ()Iles that are unique to the individual providincg them. '1 herefi)re personal services contract cannot I_cncrally he'subcontracted or assigned. Professional services are nut defined under Chapter 252_so there is no precise definition to follow. 1lrere is no universal drimti on of this teen. however. ••scyerai cases suggest that it... is 'predominately mental or intellectual.rather than physical or manual."' Tex. Atty (fen Op. ,T -()4t) (14 'i) (cjranlirn, Aluillartcl(iasvrerht ('rs. r. (fur Il'crlc�r Co.. 160 S.W.2d IO2(Tex.Ciu.App. -Eastland 19•l2.no writ). The 1'exas Attorn.eN.General has also opined that •profewsional services"nu longer includes only the sel7-ices of•la,,ttiets. physicians. or theologians. but also tho!c members of disciplines requiring special knawlcdge or auauuuent abd a high order of learning,.skill.and intelligence. Icl. Facts needed to Support a professional service exemption include the specialized requirements of ihat profe'.,ion and the mental and intellectual skill required by Clue person while;performing the scn ice.Purchases of goods are not professional%en icth. 4 A procurement of items that are available from onh,one source. 11ris exemption iy conm)only refen•ed to as the sole sourer exemption. In deunnimne whether a purchase is of a good on service that is available lion, one source. you should not consider price or time to rccciyc the&toad or service.A sale source does not exist stile IN* on the basis ofpc7sonal or departmental preference or a desire io ke.-1r all units bate sanrc brand or make. The infonnaaon neetictl to support this exemption is that no other provider Page 5 of 6 Purchase Agreement Shelter Dome—City of Grapevine Page 18 of 20 can provide the service or category of good except for the vendor you are proposing.Some examples of sole source purchases include service agreements when only one vendor is authorized to work, on the equipment by the manufacturer and alloxi ing another vendor -t could void the warranty.purchase of good that is copyrighted or trademarked and only provided by one vendor. Page 6 of 6 Purchase Agreement Shelter Dome—City of Grapevine Page 19 of 20 EXHIBIT D For vendor doing business vdit[n �Ocaf governmental enfmz1 This C?ue°,tionnaiie sefasts changes made to the i= by t-B. 23, Sdt[I Ley.. "zegu]a:Sersio a. O`�vr=t1S�O�:Lw Tnis questionnaire is being iled in accordance with Chapter 176,Local Gcvemment Code. AD,=aece:JLj by a vendor who has a business relationship as defiiraed by Se riion 17c 00,(1-a)Frith a Iocal governmental entity and he vendor meets requirements under Section 178.006(a). BY IsI thisquestionnairs must be 5ledwith the records administrator of the loca governmental entity not later than the 71h business day after tre date the vendor becomes aware of facts that require,the statement to be filed. Ses Section 176.006(a-1).Loca Governn..gent Code. i A vendor commits an offense if the vendor knowingiv violates Section 176.00s, Local Govern men t Code.Anoffense-under this section is a misdemeanor. 1 Name of vendor uho has a business relationshl p.'�Ith local govern rlerDa1 enitr�r 2 I Che"Y Ells bo--';You are til€ng an update to a preveor,sIV Mad tltrest€onria€te, (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 wh;ch you became aware that the ariginalfy riled questionnaire wasincomp'ete or inaccurate.) 3 Name of local government officer abcut LJllcm the lnformatlor.it"-,Js Section is:being disclose. Name of Officer This section(item 3 including subparts A, 6. C,& D) must be completed fo-each o nicer with whore the vendor has an employment or other business relationship as defined by Section 176_001,1-a7p, Local Government Code. Attach addit;onal pa7gas to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receve taxable income,other than investment income.from the vendor? i Yes F7No S. Is the vendor receiving or likely to receive taxable income,other than investment incorne,from or at the direction o;the local government o�ice:named in this section AND the taxable income is no'.received mom the Loca"governmental enfity? Yes No .s the filer of this questionnaire employed by a corperedor, or othe,business entity with respect to Lvhich the local government officer serves as an officer or director,er hoids an owrzershic interest of one percent or more? = Yes =No D. 7esc be each employment or business and family-elatlonship iMdi ti;e iocat government'officer name-d in this section. I I4 I j Sigrzt,e of vendor doing business ti,;h,?la gGvemm..9r;i21 ^t!'%v Date Ad07ie-j 3i I.,20 Purchase Agreement Shelter Dome—City of Grapevine Page 20 of 20 10/4/21,3:04 PM M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRTWoRTN -r- DATE: 9/28/2021 REFERENCE M&C 21- LOG NAME: 21COOK CHILDRENS GROUND NO.: 0759 LEASE CODE: L TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT. (CD 3) Authorize the Execution of a Ground Lease Agreement with Cook Children's Health Care System or Affiliate for Approximately Two Acres of Land Located at 13340 Highland Hills Drive, Fort Worth, Texas 76008 for a Temporary Fire Station, Authorize the Expenditure of Up to $162,000.00 for Necessary Site Improvements, Authorize a One- Time Purchase Agreement with the City of Grapevine for a Dome Shelter in the Amount of$5,000.00 for the Fire Department and Adopt Attached Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a ground lease agreement with Cook Children's Health Care System, or affiliate, for approximately two acres of land located at 13340 Highland Hills Drive, Fort Worth, Texas 76008 for a temporary fire station; 2. Authorize the expenditure of up to $162,000.00 for necessary site improvements; 3. Authorize a one-time purchase agreement with the City of Grapevine for a dome shelter in the amount of $5,000.00 for the Fire Department; and 4. Adopt attached appropriation ordinance adjusting estimated receipts and appropriations in the General Capital Project Fund by increasing receipts and appropriations in the Temp Fire Station 43 project (City Project No. 103643) by $162,000.00 and decreasing estimated receipts and appropriations in the Fire Station 42 project (City Project No.001563) by the same amount. DISCUSSION: This Mayor and Council Communication (M&C) is to authorize the execution of a ground lease agreement with Cook Children's Health Care System for approximately two acres of land located at 13340 Highland Hills Drive, Fort Worth, Texas 76008 for a temporary fire station. The City of Fort Worth Fire Department (Fire) and Cook Children's Health Care System (Cook Children's) have been in discussions and are in agreement for Fire to lease land next to Cook Children's Urgent Care Walsh Ranch for a temporary fire station to provide emergency preparedness, education, prevention, and response coverage for the City of Fort Worth (City) far west city-limits. The temporary fire station site will allow the City to finalize the construction of Fire Station No. 43 which will be located at Walsh Avenue and Walsh Ranch Parkway. With assistance from the City of Fort Worth Property Management Department, Fire and Cook Children's have agreed on terms to lease land at 13340 Highland Hills Drive, Fort Worth, TX 76008. The terms are as follows: Term length of two (2) years with an estimated lease commencement date of October 1, 2021 and lease expiration date of September 30, 2023. The City will be responsible for paying tenant improvements not to exceed $162,000.00 to Cook Children's for installing a concrete pad, security lighting, and extending utility service to the leased premises. In accordance with the City Code of Ordinances, Part II, Chapter 7-1 Fort Worth Building Administrative Code, Section 109.2.1, Exception 2; "Work by non-City personnel on property under the control of the City of Fort Worth shall be exempt from the permit fees only if the work is for action under a contract that will be or has been approved by City Council with notes in the contract packages stating the fee is waived." The City will be responsible for all operating expenses necessary for the temporary fire station and all costs associated with the installation of the temporary office trailers and dome apps.cfwnet.org/councii_packet/mc_review.asp?ID=29307&councildate=9/28/2021 1/2 10/4/21,3:04 PM M&C Review shelter including permitting, infrastructure improvements, and connection of utilities and utility services. The City of Fort Worth Fire Department is also seeking authorization to make a one-time purchase from the City of Grapevine for a dome shelter in the amount of$5,000.00 for use at the temporary fire station. This property is located in Council District 3. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the UNSPEC project within the General Capital Projects Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the General Capital Project Fund for the Temp Fire Station 43 project to support the approval of the above recommendations and execution of the agreements. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. TO Fund Depal tment Account Pr j ct Program 113111:11 111, t 11111 Budget Reference# Amount ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget r(Chartfield rence# FAount ID ID Year Z Submitted for City Manager's Office by_ Dana Burghdoff(8018) Originating Department Head: Steve Cooke (5134) Additional Information Contact: Ricky Salazar (8379) ATTACHMENTS 21COOK CHILDRENS GROUND LEASE 30100 docx M&C TEMP FS.pdf apps.cfwnet.org/council_packet/mc_review.asp?ID=29307&councildate=9/28/2021 2/2