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HomeMy WebLinkAboutContract 57059 CSC No. 57059 FORT WORTH CITY OF FORT WORTH PURCHASE AGREEMENT BASED UPON AN INTERLOCALAGREEMENT BETWEEN THE CITY OF FORT WORTH AND DATAPROSE, LLC WHEREAS, Section 271.102 of the Texas Local Government Code allows Local Governments to pursue mutually beneficial and cooperative purchasing programs; and WHEREAS, pursuant to Chapter 791 of the Texas Government Code and Subchapter F, Chapter 271 of the Texas Local Government Code, the City of Fort Worth (City), a Texas home-rule municipality and City of Allen have entered into an lnterlocal Cooperative Purchasing Agreement on August 19, 2009 which provides that when the one of the Local Government Entities enters into a contract with a Vendor for goods and services, the other Local Government is able to enter into a Purchase Agreement with the Vendor under the same terms and conditions offered to the Original Local Government Entity so long as the Vendor is agreeable. Copy Attached as Exhibit A; WHEREAS, Dataprose,LLC (Vendor)responded to Request for Proposal 2019-6-61 issued by the City of Allen agreeing to allow other Local Governmental Entities to enter into a Purchase Agreement with Vendor under the same terms and conditions as those contained in the Request for Proposal. (Copy attached as Exhibit B); NOW THEREFORE, City and Vendor each of which will individually be referred to as a "Party" and collectively as the "Parties entered into this Purchase Agreement by and between Dataprose, LLC and the City of Fort Worth. The Parties agree that any references to the City of Allen in Exhibit B shall be construed as the City of Fort Worth for the purposes of this Agreement and all rights, benefits, duties, and obligations shall inure to the City as if the contract in Exhibit B were originally executed between the City and Vendor. This shall specifically include any requirements imposed on Vendor by virtue of City of Allen Request for Proposal 2019-6-61 included in Exhibit B. The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. Exhibit A— Agreement between the City of Fort Worth and City of Allen; 2. Exhibit B— Contract between the City of Allen and Vendor Utility Billing Printing and Mailing Services identified as Request for Proposal 2019-6-61; 3. Exhibit C— Vendor's Quote,Pricing, Scope of Services or Purchase Order; 4. Exhibit D— Conflict of Interest Questionnaire. Exhibits A, B, C and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes.Vendor agrees to provide City with the services and goods included in Exhibit OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. In the event of a conflict between Exhibit B and this Agreement or Exhibit A,then this Agreement and Exhibit A shall control. City shall pay Vendor in accordance with the fee schedule in Exhibit C and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of One Million Six Hundred Thousand($1,600,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The initial term of this Agreement shall begin January 25,2022 and end September 24, 2022. City shall be able to renew this agreement for two (2)one-year renewal options by written agreement of the parties. Vendor agrees that City shall,until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent documents and records of Vendor involving transactions relating to this Agreement.Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities subject to Vendor's reasonable rules and regulations while at Vendor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits,and all such audits shall be conducted on regular business days during Vendor's regular business hours in a manner that will not unreasonably interfere with Vendor's operations at its facilities. City's auditors shall present proper credentials to the manager of Vendor's facility at the time that they are admitted to such. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Attn: Reginald Zeno, Interim Asst. City Manager Dataprose, LLC 200 Texas Street William K. Murray, CEO Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 Address: 1122 W. Bethel Rd., Suite 100 With copy to Fort Worth City Attorney's Office at Coppell TX, 75019 same address Facsimile: 972 462 5428 [SIGNATURES FOLLOW] 1-he undersigned represents and warrants that he or she has the power and authority to ctec ute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CON-MCT CompLIANCE MANAGER: 1>a4a� By siSning C acknowledp that l am the person 13y: Dana Burghd off( n 28,20 17:27 CST) responsible for the monitoring and administration D Nance: Dmia Burghdoff' of this contract,'including ensuring all pr-rForrmance Tifile: Assistant City Manager and reporting repirements. Jan 28, 2022 8 ` By: wham Bailey(Jan 27,202217:25 CST APPROVAL RECOMMENDED: Name: William Bailey Title, IT Manager,Water Departmim i APPROVED AS TO FORM AND LEGALITY.- �j iJy: Christopher H rder(Jan 28,202208:25 CST) Dame: Chris Harder Title: Water Department Director By: 44onnn� ATTEST: Name: Taylor Pans p �t f OR?. Title: Assistant City Attorney Ary0 �v0 0'�o By: J nette S.Goodall(Jan 31,202207 CST) CONTRACT AUTHORIZATION: 00a *�d l Name: lannette Goodall M&C: 22-0062 d���nEXa►SoApAY Tifi(c,: City Secretary VENDOR., L)ataprose,LLC ATTEST. By. Name; Wiltiunt K.Murray BY"Title: CEO CEO Name: "•!� Xarie Date: Title: i OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX r Exhibit A CITY �cSFe-7�tIETAPY NO. STATE OF TEXAS § COUNTY OF DALLAS § INTERLOCAL COOPERATION AGREEMENT This Interlocal Cooperation Agreement ("Agreement") is by and between the City of Allen, Texas ("Allen"), and the City of Fort Worth, Texas ("Fort Worth"), acting by and through their authorized officers. RECITALS: WHEREAS, this Agreement is authorized by Chapter. 791 of the Texas Government Cgde and Subchapter F, Chapter 271, Texas Local Government Code; and VVEEREAS, Section 271.102 of the TEx. Loc. Gov'T CODE authorizes a local government to participatq in a Cooperative Purchasing Program with another local government or a local cooperative organization; and r WHEREAS, a local government that purchases goods and services pursuant to a Cooperative Purchasing Program with another local government satisfies the requirement of the local government to seek competitive bids for the purchase of the goods and materials; and WHEREAS, each party has and will on an annual basis obtain competitive bids for the purchase of goods and services; and WHEREAS, the parties desire to enter into a cooperative purchasing program which will allow `;each party to purchase goods and services under each other's competitively bid contracts pursuant to Subchapter F, Chapter 271 of the TEx. Loc. Gov'T CODE; NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: ARTICLE I PURPOSE The purpose of this Agreement is to establish a cooperative purchasing program between the parties; which will allow each party to purchase goods and services under each other's competitively bid contracts pursuant to Subchapter F, Chapter 271 of the TEx. Loc. Gov'T CODE. r 4' ARTICLE II ( TERM The term of this Agreement shall be for a period of one (1) year commencing on the last date of execution hereof ("Effective Date"). Thereafter this Agreement shall automatically renew for successive periods of one (1) year each under the terms and conditions stated herein,unless sooner terminated as provided herein. ARTICLE III TERMINATION Either party may terminate this Agreement by providing thirty (30) days prior written notice to the other party. ARTICLE IV PURCHASING The City Manager or designee for each of party is authorized to act on behalf of the respective party in all matters relating to this cooperative purchasing program. Each party shall make payments to the other party or directly to the vendor under.the contract made pursuant to Subchapter F, Chapter 271 of the TEx. Loc. GOWT CooE. Each party shall be responsible for the respective vendor's compliance with provisions relating to the { quality of items and terms of delivery. ARTICLE V MISCELLANEOUS 5.1 Relationshi of Parties: This Agreement is not intended to create, nor should it be construed as creating,a partnership, association,joint venture or trust. 5.2 Notice: Any notice required or permitted to be delivered hereunder shall be deemed received when sent in the United States Mail, Postage Prepaid, Certified Mail, Return Receipt Requested, or by hand-delivery or facsimile transmission addressed to the respective party at the address set forth below the signature of the party. 5.3 Amendment: This Agreement may be amended by the mutual written agreement of both parties hereto. 5.4 Severability: In the event 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 the other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 5.5 Governing Law: The validity of this Agreement and any of its terms and ( provisions as well as the rights and duties of the parties, shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Dallas County,Texas. 5.6 Entire Agreement: This Agreement represents the entire agreement among the parties with respect to the subject matter covered by this Agreement. There is no other collateral, oral or written agreement between the parties that in any manner relates to the subject matter of this Agreement. 5.7 Recitals: The recitals to this Agreement are incorporated herein. 5,8 Counterparts: This Agreement may be executed in any number of counterparts, each of whom shall be deemed an original and constitute one and the same instrument. EXECUTED this .5�-�i� day of c t.5+ 2009. CITY OF LEN,TEXAS By: PETER H.U AS, CITY MANAGE One Allen Civic Plaza 305 Century Parkway Allen,TX 75013 ATTEST: By: ICTTY SEC ARY EXECUTED this 19+--day of ,2009. APPROVED TO FORM AND CITY O FORT`WORTH,TEXAS LEGALIT B By(�L Karen L.Montgomery Maleshia A. Farmer Assistant City Manager Assistant City Attorney z 1000 Throckmorton Street Fort Worth,Texas 76102 ATTEST: By: Marty Hendrix City Secretary Exhibit B STATE OF TEXAS § § AGREEMENT FOR UTILITY BILLING PRINT COUNTY OF COLLIN § AND MAIL SERVICES This agreement("Agreement") is made by and between the City of Allen,Texas ("City") DataProse, I_l_C ("Contractor") acting by and through their authorized representatives. Recitals: WHEREAS,the City desires to obtain printing and mailing services from Company in accordance with the bid specifications attached hereto as Exhibit"A" ("Specifications"); and WHEREAS,Company desires to provide services to City in accordance with its response to Specifications attached hereto as Exhibit 'A"; NOW THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: Article I Term The term of this Agreement shall begin on September 25, 2019 (the "Effective Date") and continue until September 24, 2020, unless earlier terminated as provided herein (the "Initial Term"). City maintains the right to automatically renew this Agreement for up to four (4) additional renewal terms of one (1)year at the City's sole discretion,the first renewal term beginning on September 25,2020. Article 111 Contract Documents Every provision of the documents below is incorporated into this Agreement by reference. The documents referenced below are in descending order of precedence. Any conflict between or among any of the documents shall be resolved in favor of the document with higher precedence. A. This Agreement; B, City's Request for Proposal#2019-6-61 ("Specifications"); and C. Contractor's Response to City's Request for Proposal #2019-6-61 ("Response"). AGREEMENT FOR Unwy BILLING PRU]T AND;NAIL SERVICES-PAGE i Article Ill Scope of Services Contractor shall provide the Services specifically set forth in the Specifications, including those requirements in the sample contract to the extent they do not conflict with this Agreement, as contained in Exh'bit "A,"which is attached hereto and made a part of this Agreement for all purposes. Article IV Schedule of Work Contractor agrees to commence Services upon the Effective Cate of this Agreement and to complete the required Services in accordance with the schedules and at the times and locations provided by the City as set forth in Exhibit"A,"including the Requirements in the sample contract to the extent they do not conflict with this Agreement. Article V Compensation and Method of Payment City shall compensate Contractor for the Services,including all labor, materials, equipment and supplies as provided in Exhibit "A." The total compensation to Contractor shall not exceed $22S.000.00 (two hundred twenty--five thousand %dollars and no/70ents) during the Initial Term or any renewal term under this Agreement.Contractor shall provide the City with written invoices on a monthly basis describing the work and Services performed as provided in Exhibit "A." Upon approval, City shall compensate Contractor as provided herein and in Exhibit"A"with the payment term being net 30 days after the date the City is delivered a written invoice for Services completed. Article VI )Notice to Proceed Contractor shall not proceed with any work required under this Agreement without a written Notice to Proceed from City. Any work performed or expenses incurred by Contractor prior to Contractor's receipt of a written Notice to Proceed from City shall be entirely at Contractor's own risk. Work performed and expenses incurred after Contractor has received a written Notice to proceed from City will be eligible for reimbursement under the terms of this Agreement,subject to an approved task order. Article V11 Suspension of Work City shall have the right to immediately suspend work by Contractor if City determines in its sole discretion that Contractor has, or will fail to perform, in AGRFFMENT FOR UTILITY BILLING PRINT AND MAIL SERVICE$-PAGE 2 accordance with this Agreement. In such event, any payments due Contractor shall be suspended until Contractor has taken satisfactory corrective action. Article Vill Devotion of Time; Personnel;and Equipment 83 The Contractor shall devote such time as reasonably necessary for the satisfactory performance of the work under this Agreement. Should the City require additional services not included under this Agreement, the Contractor shall make reasonable effort to provide such additional services at mutually agreed charges or rates, and within the time schedule prescribed by the City; and without decreasing the effectiveness of the performance of services required under this Agreement. 8.2 To the extent reasonably necessary for the Contractor to perform the services under this Agreement, the Contractor shall be authorized to engage the services of any agents, assistants, persons, or corporations that the Contractor may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by the Contractor. 8.3 The Contractor shall furnish the facilities, equipment, telephones, facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein. 8.4 Time is and shall be of the essence in the performance of this Agreement as written. Article IX Availability of Funds If monies are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, this Agreement shall be canceled and Contractor may only be reimbursed for the reasonable value of any non- recurring costs incurred but not amortized in the price of services delivered under this Agreement or which are otherwise not recoverable. The cost of cancellation may be paid from any appropriations for such purposes. Article X Termination This Agreement hiay be terminated by: (a) by mutual written agreement of the parties; (b) immediately by City, if Contractor defaults or breaches any of the terms or conditions of this Agreement; (c) by either party, upon thirty (30) days prior to written notice. Should Contractor terminate this Agreement under this provision, AGREEMENT FOR UTILITY BJLLING PRINT AND MAIL SERVICES-PAGE 3 Contractor shall further state the reason(s) for termination in its written notice; (d) by City, if Company suffers an went of Bankruptcy or Insolvency; or"Event of Bankruptcy"shall,mean the dissolution or termination (other than a dissolution or termination by reason of Company merging with an affiliate of Company) of Company's existence as a going business, insolvency, appointment of receiver for any part of Company's property and such appointment is not terminated within ninety(90) business days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Company and in the event such proceeding is not voluntarily commenced by the Company, such proceeding is not dismissed within ninety (90) business days after the filing thereof, (e) by City, if City fails to budget and appropriate funds for payment of the obligations hereunder for the then ensuing fiscal year;or Article XI Insurance (a) For coverage requirements, please refer to the table on the following page. All insurance shall be endorsed to provide the following provisions: (1) name the City, its officers, and employees as additional insureds as to all applicable coverage with the exception of Workers Compensation Insurance and Professional Liability; (2) provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance, except for Professional Liability Insurance. A specific endorsement needs to be added to all policies,with a copy ofthe endorsement provided to the Citythat indicatesthe insurance company will provide to the City at least a thirty (30) day prior written notice for cancellation, non-renewal, and/or material changes of the policy. In the event the companies providing the required insurance are prohibited by law to provide any such specific endorsements, the Contractor shall provide at least thirty (30) days prior written notice to the City of any cancellation, non-renewal and/or material changes to any of the policies of insurance. (b) All insurance companies providing the required insurance shall be authorized to transact business in Texas and rated at least"A"by AM Best or other equivalent rating service. All policies must be written on a primary basis, non-contributory with any other insurance coverage and/or self-insurance maintained by the City. (c) A certificate of insurance and copies of policy endorsements evidencing the required insurance shall be submitted to the City prior to AGREFIIENT FQR UTILITY BILLING PRINT AND MAIL SERVICES-PAGE4 commencement of services. On every date of renewal of the required insurance policies, the Contractor shall cause a certificate of insurance and policy endorsements to be issued evidencing the required insurance herein and delivered to the City. In addition, the Contractor shall Within ten (10) business days after written request provide the City with certificates of insurance and policy endorsements for the insurance required herein. The delivery of the certificates of insurance and policy endorsements to the City is a condition precedent to the payment of any amounts due to Contractor by the City. The failure to provide valid certificates of insurance and policy endorsements shall be deemed a default and/or breach of this Agreement. Contracts in the Amount of$100,00041,000,000 Type of Insurance Amount of Insurance Provisions 1. Commercial General $1,000,000 each ' City to be listed as (Public) Liability to occurrence additional insured and include coverage for: provided 30-day notice of a) Premises/operations $2,000,000 general cancellation or material b) Products/Completed aggregate change in coverage. Operations c) Independent $2,000,000 Umbrella/ City requires that insurer Contractors Excess Liability be rated A or higher by d) Personal Liability A.M. Best or equivalent. e Contractual Liability Waiver of subrogation 2: Business Auto Liability_ . $1,000,000 per City to be named as a occurrence additional insured • $1,000,000 aggregate or; • $1,000,000 combined single I l m its 3: Workers' Comp & Statutory Limits Waiver of subrogation Employers' Liability $1,000,000 each accident 4. Builders Risk Policy 100%of construction total tf Applicable 5.a) Professional Liability 1,000,000 per occurrence If Applicable b) E &O coverage AGREEMENT FOR UTILITY]BILLING PRINT AND NIA1L$ERVICFS--PAGE 5 Article Xll Miscellaneous 12.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings written or oral agreements between the parties with respect to this subject matter. 12.2 Assignment. Contractor may not assign this Agreement in whole or in part without the prior written consent of City, In the event of an assignment by Contractor to which City has consented, the assignee shall agree in writing with City to personally assume, perform, and be bound by all the covenants, and obligations contained in this Agreement. 12.3 Successors and Assigns. Subject to the provisions regarding assignment,this Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns. 12.4 CQovernina Law. The laws of the State of Texas shall govern this Agreement; and venue for any action concerning this Agreement shall be in Collin County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said Court. 12.5 Amendments. This Agreement may be amended by the mutual written agreement of the parties. 12.6 Severability. in the event 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 provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 12.7 Independent Contractor. It is understood and agreed by and between the parties that Contractor, in satisfying the conditions of this Agreement, is acting independently, and that City assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by Contractor pursuant to this Agreement shall be in the capacity of an independent Contractor, and not as an agent or employee of City. Contractor shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed,subject to the terms of this Agreement. 12.8 Under the Authority of the Clean Water Act, the Environmental Protection Agency (EPA),the City of Allen has endeavored to reduce/improve storm water quality per direction of the Texas Commission of Environmental Quality (TCEQ). The City of Allen has developed standard operating procedures (SOP's) for our Storm Water Management Program (SWMP). By signing this contract all vendors accept to follow our SOP's of our SWMP. Follow the link for our SOP's tt www.cit ofaIlen.or 93 Storm-Water-Mans eme nt AGREEMENT FOR VT1UTY BILLING PRI.WT AND MAIL SERVICES-PAGE6 12.9 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail,overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other party or address as either party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: If intended for City: with copy to: Eric E=llwanger Peter G.Smith City Manager Nichols,Jackson, Dillard, Hager 31d floor,.City Hall &Smith, LLP. 305 Century Parkway 500 N. Akard, 1800 Lincoln Allen,Texas 75013 Plaza Facsimile: 214-509-4118 Dallas,Texas 75201 Telephone: 214-509-4110 Facsimile: 214-965-0010 If intended for Contractor: DataProse; I_LC 1122 W. Bethel Road Coppell,Texas 75019 Facsimile: 972-462-5428 Telephone: 972-462-5479 12.10 CounterQarts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by ali of the parties hereto. 12.11 Exhibits and RecLt The exhibits attached hereto, and the Recitals are incorporated herein and made a part hereof for all purposes. 12.12 Indemnification. Contractor shall release, defend, indemnify and hold harmless City and its officers, agents and employees from and against all damages, injuries (including death), claims, pfoperty damages, (including loss of use), losses, demands, suits, judgments and costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or resulting from the performance of the work or caused by the negligent act or omission of Contractor, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom Contractor is legally responsible (hereinafter "Claims"). Contractor is expressly required to defend City against all such Claims. In its sole discretion, City shall have the right to select or to approve defense counsel to be retained by Contractor in fulfilling its obligation hereunder to defend and indemnify City, unless such right is expressly waived by City in writing. City reserves the right to provide a portion or all of its own defense; however, City is under no obligation to do so. Any such action by City is not to be construed as a waiver of AcPEEmENT FOR UTILITiY BILLING PRINT ARID MAIL SERVICES-PAGE 7 Company's obligation to defend City or as a waiver of Contractor's obligation to indemnify City pursuant to this Contract. Contractor shall retain City approved defense counsel within seven (7) business days of City's written notice that City is invoking its right to indemnification under this Contract. If Contractor fails to retain Counsel within such time period,City shall have the right to retain defense counsel on its own behalf, and Contractor shall be liable for all costs incurred by City. 12.13 Audits and Records. Contractor agrees that during the term hereof,City and its representatives may, during normal business hours and as often as deemed necessary, inspect, audit, examine and reproduce any and all of the Contractor's records relating .to the services provided pursuant to this Agreement for a period of one year following the date of completion of services as determined by City or date of termination if sooner. 12.14 Conflicts of Interests. The Contractor represents that no official or employee of City has any direct or indirect pecuniary interest in this Agreement. 12-15 Warranty. The Contractor warrants to the City that all labor furnished to perform the work under this Contract will be competent to perform the tasks undertaker?, that the product of such labor will yield only first-class.results, that the workwili be performed in a good and workmanlike mannerand at least in accordance with industry standards,and that the work will be of good quality,free from faults and defects and in strict conformance with this contract.All work not conforming to these requirements may be considered defective. 12.16 Uniforms. Contractor shall provide and require its employees to wear a uniform that bears the company name, logo,and the employee's name. Uniforms are not to be dirty, stained, or torn. Uniforms shall be worn at all times while on the job. Contractor shall provide and ensure the wearing of protective clothing, masks, eye protection, etc., as required by laws, regulation, ordinances, and/or manufacturer's instruction for material and equipment, All employees of Contractor working on right-of-ways or medians must utilize personal protective equipment such as safety vests to insure their visibility to drivers. 1237 War in devices and Barricades. The Contractor shall furnish and maintain such warning devices, barricades, lights,signs,and other devices as may be necessary or appropriate or required by the City to protect persons or property in,near or adjacent to the jobsite. The contractor shall comply with all applicable Federal, State, and Local Laws regarding occupational safety and health as well as providing protection of the environment. This shall include but not be limited to compliance with U.S. Department of Labor-occupational Safety and Health Administration (OSHA), and U.S. Environmental Protection Agency (EPA) guidelines and regulations. No separate compensation shall be paid to the Contractor for such measures. 12.18 Protection of Utilities. The Contractor shall use best efforts to leave undisturbed and uninterrupted all irrigation systems, utilities, and utility services AGREEDfENT FOR UTILITY BILLING PRINT AND MAIL SERVICES-PAGE 8 provided to the job site or which presently exist at, above, or beneath the location where the work is to be performed. In the event that any irrigation system, utility, or utilityservice is disturbed or damaged during the progress of the work,the Contractor shall forthwith repair, remedy or restore the utility at Contractor's sole expense. The Contractor is responsible for an inspection of the site prior to commencing work on site to ensure that no damage is existing or will not occur when maintenance begins. If damage is noted or if probable damage will occur, then it is the contractor's responsibility to notify the City of Alien representative so that the City of Allen can take action to correct and document the problem(s). The contractor is responsible for the replacement of all irrigation heads that are damaged by mowing with like equipment approved by the City of Allen. 12.19 PPOHIBITION OF BOYCOTT ISPAEL. Company verifies that it does not Boycott Israel and agrees that during the term of this Contract will not Boycott Israel as that term is defined in Texas Government Code Section 808.001, as amended. Effective September 1, 2019,this section does not apply if the Vendor is a sole proprietor, a non-profit entity or a governmental entity;and only applies if: (1) the Vendor has ten (10) or more fulltime employees and (ii) this Contract has a value-of $1004000.00 or more to be paid under the terms of this Contract. (Signature page to follow) AGREEMENT FOR UTILITY BILLING PAINT AND MAIL SERVICES-PACE 9 EXECUTED this___. .day of�_� 2019. CITY 4F ALLEN .By Eric Ellwan City M ger 305 Century Parkway Allen,Texas 75013 ATTEST Shelley IBI. George, y Secretary EXECUTED this day of 't.__ ��__—_, 2019. Data Prase, LLC Signature of Authorized Office Name: Print Name Title: C �-. 1122 W. Bethei Road Coppell, Texas 75019 AGREEMENT FOR U I[LITY BILLING PRINT AND MAII.SERVIV S--PACE.10 EXHIBIT"A" SPECIFICATIONS AND RESPONSE 1. City's Request for Proposal #2019-6-61. 2. Contractor's Response to City's Request for Proposal ##2019-6-61. Exhibit"A" Agreement for Utility Billing Print and Mail Services Exhibit C DATA oser) PRICING: Statement Container Includes: $0.09 Ea. - Data processing - 8.5 x 11 paper w/perforated payment coupon - Simplex, CIM K(full color) imaging front #10 window envelope - #9 window return envelope - Fold, Insert,presort and deliver to LISPS OPTIONAL SERVICES PRICING: Implementation/Utility Set-up Waived 1 Time Statement Archive-includes 18 months of storage Waived Ea. Additional Inserts —cost to insert (newsletter, water quality $0.003 Ea. reports, buckslips, etc.) - includes up to three (3) inserts at no cost Additional Impressions $0.035 Ea. Oversized bills (8-99 pages) $0.35 Ea. — includes 9 x 12 envelope — for hand inserting of statements greater than 8 pages Oversized bills (100+pages) includes window box $4.00 Each API — DataProse Search&ViewBill AN is a tool that allows clients $100.00 Month already utilizing the S&V service or their eBill payment vendor, a back-end path to access PDFs from the DataProse 5ystern. This product is a connector service between the client application or website and the indexed billing cycle PDFs at DataProse. Additional programming—client requested/approved $125.00 Hour Bill suppression $0.035 Ea. E-bill $0.055 Ea. NCOAEink(Address Correction/Update) $0.25 Correction Offline folding—for inserts provided by client that are not folded $0.005 Ea. Special Handling—Overnight+FedEx charge Cost Ea. Estimated Postage Cost / 1-3oz. Piece — Based on the lowest [$0.426 Ea. possible 5-digit zip code rate. Actual postage will apply. Exhibit D CONFLICT OF INTEREST OUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire Is being filed in accordance with Chapter 176,Local Government Code, by a vendor who Date Received has a business relationship as defined by Sect€on 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). Sy law this questionnaire must be filed with the records administrator of the local govemmental entity not later than the 7th business day alter the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006,Loral Government Code.An offense under this section is a misdemeanor. Q Name of vendor who has a business relationship with local governmental entity. ®ataProse, LLC a Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which i� you became aware that the originally filed questionnaire was incomplete or inaccurate.) i3 Name of local government officer about whom the information Is being disclosed. NIA Name of Officer 4 Describe each employment or other business relationship with the local government officer,or a'family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described_Attach additional pages to this Form CIO as necessary. I A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income,from the vendor? Yes ® No B_ Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? ® Yes No 5 Describeeach employmentor business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an I ownership interest of one percent or more. None ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 1�In °Z Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11130/2M CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Does/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to,that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (6) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code 176.006 a and a-1 (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Official site of the.ON of Fort�Worth.Teuas FORT I ORTi't CITY COUNCIL QGIENIM Create New From This M;iC DATE: 1/25/2022 REFERENCE **M&C 22- LOG NAME: 13P ILA UTILITY BILLING TD NO.: 0062 WATER CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of a Purchase Agreement with DataProse, LLC, Using an Interlocal Agreement with the City of Allen in an Annual Amount Up to$1,600,000.00 and Authorize Two Consecutive One-Year Renewal Options for the Same Annual Amount for Utility Bill Printing and Mailing Services for the Water Department RECOMMENDATION: It is recommended that the City Council authorize the execution of a purchase agreement with DataProse, LLC, using an interlocal agreement with the City of Allen in an annual amount up to$1,600,000.00 and authorize two consecutive one-year renewal options for the same annual amount for utility bill printing and mailing services for the Water Department. DISCUSSION: In December 2021,the Water Department requested that the Purchasing Division enter into an agreement for utility bill printing and mailing services.The services include printing utility billing statements, delinquency letters and mailing of the same.The Water Department currently uses Central Square's billing system.The City of Fort Worth's(City)current contract will expire on February 21,2022. In August 2019,the City of Allen processed a Request for Proposals(RFP 2019-6-61)and received five (5) responses.An evaluation team scored each proposal and awarded the agreement to DataProse, LLC (DataProse).The City of Allen currently uses the same Central Square billing system. DataProse is the City's current vendor. Dataprose meets specifications related to the Water Department's Central Square billing system and complies with United States Postal Service regulations. Staff recommends entering into a contract with DataProse,for continued utility bill printing and mailing services based off the established interlocal purchasing agreement with the City of Allen in an annual amount up to$1,600,000.00. Of that amount,approximately 801%fl will be spent on postage. An administrative change order or increase may be made by the City Manager or his designee up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item.The City of Allen conducted competitive bidding for the contract during August 2019(RFP 2019-6-61).The contract has a term through September 24,2022 with the right to renew the contract for two(2)additional one-year periods or portions thereof. A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. Upon Council approval,the agreement will begin on February 22,2022 and end on September 24,2022, in line with the cooperative contract term.The agreement may be renewed at the City's option for two(2) additional one-year terms if the City of Allen renews its contract. Renewal of this agreement by the City does not require specific City Council approval, provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. The agreement serves ALL COUNCIL DISTRICTS. FISCAL INF RMATIONICERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget,as previously appropriated, in the Water&Sewer Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred,the Water Department has the responsibility to validate the availability of funds. BQN\I TO Fund Department nt Project Program Activity Budget Reference# Amount Accou ID ID Year Chartfield 2 FROM F MNhd Department Account Project Program Activity Budget Reference# Amount ID ID _Year Chartfield 2 --Fund ._.Q.epartmen�-�Iccnu J -Pr�e�ct o�ta _14 Ai-v _Hudget_ —13eference�E_� _ ID ID Year (Chartfield 2 Submitted for City Manager's Office by.1 Reginald Zeno(8517) Dana Burghdolf (8018) Q r iginating-QgRartmtnt Head: Anthony Rousseau(8338) Christopher Harder(5020) Additional Information Contact: Cynthia Garcia (8285) — Taylor Dean(7648) ATTACHMENTS 13P13P ILA UTILITY BILLING TD WATER Funds Availab'lity pdf (CFW Internal) Dataprose 1295 Formaddf, (CFW Internal) FIDS table Water MAC for Bill Printing x, Isx (CFW Internal) SAMS DatapM pd� (CFW Intemal)