HomeMy WebLinkAboutContract 50150 �� � g10� �
C15VED N RECEIVED csc No. I ��
JAN 1 ,` 2018
CIN OF FORT WORTH
avit CRNA 1 CITYSECRETARYCITY OF FORT WORTH
C COOPERATIVE PURCHASE CUSTOMER AGREEMENT
This Cooperative Purchase Customer Agreement("Customer Agreement")is entered into by and between Casco
Industries, Inc,("Vendor")and the City of Fort Worth,("Customer"or"Authorized Customer"),a Texas government
entity,and a Customer as defined in Section A,General Provisions of the agreement between BuyBoard and Casco
Industries, Inc.,Contract No.524-17,with an effective date of April 1,2017.
This Customer Agreement shall be governed by the terms and conditions of the BuyBoard Agreement,which is incorporated
herein by reference and is available online at https://agp.buyboard.com/Login.aspx or upon request from Vendor. The
BuyBoard Agreement expires on March 31,2018 with two one-year renewal options.
Authorized Customer is eligible and desires to purchase bunker gear pursuant to the terms and conditions of the BuyBoard
Agreement as the BuyBoard-may specify-from time to time,a&well as the terms and conditions of this Customer Agreement.
BuyBoard will only be responsible for services provided to BuyBoard and will not be responsible for payments for services
provided to any individual Customer.
The Authorized Customer agrees to the terms and conditions of the BuyBoard Agreement as applicable. The Authorized
Customer hereby agrees that it is separately and solely liable for all obligations and payments for equipment and services
provided hereunder.Vendor agrees that Customer shall be entitled to the same rights and protections under the law afforded
to the BuyBoard under the BuyBoard Agreement, as applicable, as if Customer had entered into the BuyBoard Agreement.
The Vendor agrees to the Terms and Conditions which are attached as Exhibit "A" and incorporated herein by reference.
These Terms and Conditions are more favorable to the Authorized Customer than those in the BuyBoard Agreement. In the
event of any conflict between the Terms and Conditions of Exhibit "A" and the terms and conditions of the BuyBoard
Agreement, the terms and conditions of Exhibit"A"shall control. Further,Vendor agrees that until the expiration of three(3)
years after final payment under this Customer Agreement, or the final conclusion of any audit commenced during the said
three years, Customer, or Customer's designated representative, shall have access to and the right to audit at reasonable
times, all records involving transactions relating to this Customer Agreement necessary to determine compliance therewith,
at no additional cost to the Customer. Vendor agrees that the Customer shall have access to such records during normal
business hours. Customer shall provide Vendor with reasonable advance notice of any intended audits.
The undersigned represents and warrants that he/she has the power and authority to execute this Customer Agreement,
bind the respective Authorized Customer, and that the execution and performance of this Customer Agreement has been
duly authorized by all necessary Authorized Customer action by M&C P-12136 approved on December 5,2017.
Authorized Customer has caused this Customer Agreement to be executed by its duly authorized representative to be
effective as of this day of ,20_
Customer Name: City of Fort Worth Vendor Name G
Auth ied Signature Authorized
Prin e: Printed Na
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Title
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Date: Date: _l
Approved as to Form and Legality: -
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Assistant City Attorney
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O"ICIAL RECORD
CITY SECRETARY
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CSC No.
Exhibit"A"-ADDITIONAL REQUIREMENTS FOR ALL BUNKER GEAR
1.0 The Contractor shall make available, free of charge, reasonable quantities of NFPA 1971 certified thread, materials
and other supplies to allow the department to manage its own ongoing internal maintenance efforts. The Contractor shall
provide a liaison for the repair department at no cost during normal business hours to assist the Fire Department on
telephone consultations for all maintenance or repair questions that might arise. Additionally, the Contractor shall agree to
expedite, on its own cost-only basis,all repairs that must be performed at the Contractor's plant, rather than in house by the
department,over the life of the garment.
2.0 The Contractor shall supply and warrant the moisture barrier for a minimum of three(3)years. The Contractor will
also provide bids for the replacement of the complete inner liner(also warranted for a minimum of three (3)ye'ars). This will
include the moisture barrier and thermal liner. Contractors will be required to make these moisture barriers available for the
life of the garment as defined by NFPA 1851 and NFPA 1971.
3.0 Delivery Requirements
3.1 All ordered bunker gear shall be delivered within 60 calendar days of order placement. Bunker gear orders
exceeding 60 calendar days old will be reduced in cost by ten(10)percent of the invoice. Orders over 180 calendar days will
not be accepted and will be canceled by the City.
3.2 Bunker gear for all training classes are time sensitive. Therefore, the Contractor is required to deliver all bunker
gear ordered for these classes within 21 calendar days of receiving the order(s). Orders over 21 calendar days shall be
reduced in cost by three(3)percent of the invoice.
4.0 The Contractor is responsible for all training listed by NFPA 1851. In addition, the Contractor is to provide training
for the department's repair unit personnel to allow them to continue as a verified repair center for minor repairs and moisture
barrier repairs. This training should include the repair of Velcro®,snaps,tears in the outer shell not to exceed 2 inches, and
the patching of the moisture barrier.
5.0 The Contractor will provide emergency"loaner"personal protective equipment(bunker gear)within five(5)business
days of notification at no cost to the Fire Department. This is for emergencies when multiple sets of bunker gear are
rendered unserviceable or contaminated as determined by the Fire Department.
CSC No.
Exhibit"A°
CITY OF FORT WORTH,TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subvendors
who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services, its
officers, agents, servants, employees, vendors and subvendors 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. GOVT CODE ANN. §§ 552.002, 552.128(c)
(West Supp. 2006). If the City receives a request for a Seller's proprietary information, the Seller listed
in the request will be notified and given an opportunity to make arguments to the Texas Attorney
General's Office(the"AG") regarding reasons the Seller believes that its information may not lawfully be
released. If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's
information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with
Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials,
supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this
section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall
thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or
implied, of the person or corporation contracting with the City Council shall render the contract invalid by
the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter)
5.0 ORDERS
5.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on
behalf of various City departments, bodies or agencies are authorized to place orders for goods
and/or services without providing approved contract numbers, purchase order numbers, or
release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and
emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In
the case of emergencies,the Buyers Purchasing Division will place such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in rejection
of delivery, return of goods at the Seller's cost and/or non-payment.
6.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping container, shall
be clearly and permanently marked as follows: (a)Seller's name and address: (b)Consignee's name,
address and purchase order or purchase change order number; (c)Container number and total number
of containers,e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller
shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure
lowest transportation costs and to conform to requirements of common carriers and any applicable
specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
CSC No.
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate
as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes
possession of the goods at the point or points of delivery after inspection and acceptance of the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the
amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted delivery terms
do not include transportation costs; provided, Buyer shall have the right to designate what method of
transportation shall be used to ship the goods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change
order, or release order.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be
responsible for all charges for the return to Seller of any goods rejected as being nonconforming under
the specifications.
12.0 INVOICES
12.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change
order after each delivery. Invoices shall indicate the purchase order or purchase change order
number. Invoices shall be itemized and transportation charges, if any, shall be listed separately.
A copy of the bill of lading and the freight waybill, when applicable, should be attached to the
invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in
the block of the purchase order, purchase change order or release order entitled "Ship to."
Payment shall not be made until the above instruments have been submitted after delivery and
acceptance of the goods and/or services.
12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall
furnish a tax exemption certificate upon Seller's request.
13.0 PRICE WARRANTY
13.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants
to be no higher than Seller's current prices on orders by others for products and services of the
kind and specification covered by this agreement for similar quantities under like conditions and
methods of purchase. In the event Seller breaches this warranty,the prices of the items shall
be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's
option, Buyer shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other
remedies which Buyer may have in law or equity.
13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or
secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or violation
of this warranty, Buyer shall have the right, in addition to any other right or rights arising
pursuant to said purchase(s), to cancel this contract without liability and to deduct 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
CSC No.
this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to
Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s)
furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and
descriptions, Buyer's specifications shall govern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended.
In the event the product does not conform to OSHA standards, Buyer may return the product for
correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction
within a reasonable time, any correction made by Buyer will be at Seller's expense.Where no correction
is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after
request is made by Buyer in writing and received by Seller. Notice is considered to have been received
upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions..Failure
to make such refund shall constitute breach and cause this contract to terminate immediately.
16.0 SOFTWARE LICENSE TO,SELLER
If this purchase is for the license of software products and/or services, and unless otherwise agreed,
Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free
license to use the software. This software is "proprietary"to Seller, and is licensed and provided to the
Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The
City may not use or share this software without permission of the Seller; however Buyer may make
copies of the software expressly for backup purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder,
including but not limited to: programs, documentation, software, analyses, applications,
methods, ways, and processes (in this Section each individually referred to as a
"Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any
patent, copyrights, trademarks,service marks,trade secrets, or any intellectual property
rights or other third party proprietary rights, in the performance of services under this
Agreement.
17.2 SELLER shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other
intellectual property rights by the use of or supplying of any Deliverable(s) in the course
of performance or completion of,or in any way connected with providing the services,or
the City's continued use of the Deliverable(s) hereunder.
17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other
intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if the City modifies or misuses the
Deliverable(s).So long as SELLER bears the cost and expense of payment for claims or
actions against the City pursuant to this section 8, SELLER shall have the right to
conduct the defense of any such claim or action and 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
CSC No.
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.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the
Seller for the City pursuant to a Work Order, including all such developments as are originated or
conceived during the term of the Contract and that are completed or reduced to writing thereafter (the
"Work Product") and Seller acknowledges that such Work Product may be considered"work(s)made for
hire" and will be and remain the exclusive property of the City. To the extent that the Work Product,
under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this
Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and
ownership interests, including copyright, which Seller may have in any Work Product or any tangible
media embodying such Work Product, without the necessity of any further consideration, and Buyer
shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work
Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work
Product.
19.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the"Network"). If Seller
requires access, whether onsite or remote, to the City's network to provide services hereunder, and the
Seller is required to utilize the Internet, Intranet, email, City database, or other network application,
Seller shall separately execute the City's Network Access Agreement prior to providing such services.
A copy of the City's standard Network Access Agreement can be provided upon request.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of
Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer
may have in law or equity.
21.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in whole or in part
by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of
Termination" specifying the extent to which performance of work or the goods to be purchased under
the order is terminated and the date upon which such termination becomes effective. Such right of
termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein.
22.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this contract shall
be assigned or delegated to another entity without the express written consent of Buyer. Any attempted
assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless
made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall
provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and
necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity.
The documents that may be requested include, but are not limited to, Articles of Incorporation and
related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer
reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance
with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer
shall not be liable for any penalties,fees or interest resulting therefrom.
CSC No.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between
Buyer and Seller shall consist of these Standard Terms and Conditions together with any applicable bid
documents published by the Buyer and Seller's Response to such bid (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 bid 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 VENDOR
Seller shall operate hereunder as an independent vendor and not as an officer, agent, servant or
employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details
of its operations hereunder, and all persons performing same, and shall be solely responsible for the
acts and omissions of its officers, agents, employees, vendors and sub-vendors. The doctrine of
respondeat superior shall not apply as between Buyer and Seller, its officers, agents, employees,
vendors and subvendors. Nothing herein shall be construed as creating a partnership or joint enterprise
between Buyer and Seller, its officers, agents, employees, vendors and subvendors.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
28.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER), ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES
FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR
OMISSIONS OF SELLER, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
29.0 SEVERABILITY
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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 bid. 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
hereby covenants and agrees that Seller, its employees, officers, agents, vendors or subvendors, 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 subvendors herein.
33.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing
employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity
and employment eligibility of all employees who perform work under this Agreement. Vendor shall
complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request, provide City with
copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall establish appropriate procedures and controls so that no services
will be performed by any employee who is not legally eligible to perform such services. Vendor shall
provide City with a certification letter that it has complied with the verification requirements required by
this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
34.0 HEALTH, SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable
health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to
obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to
provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any
penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately
terminate this Agreement for violations of this provision by Seller.
CSC No.
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 subvendors 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 subvendors. Seller warrants it will fully comply with
ADA's provisions and any other applicable federal, state and local laws concerning disability and will
defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or
subvendors against Buyer arising out of Seller's and/or its subvendor's alleged failure to comply with the
above-referenced laws concerning disability discrimination in the performance of this agreement.
37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations,
services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve
the matter through this dispute resolution process. The disputing party shall notify the other party in writing
as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of
the dispute and list the party's specific reasons for such dispute.Within ten (10) business days of receipt of
the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in
person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in
question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the
matter to non-binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable
rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then
either party shall have the right to exercise any and all remedies available under law regarding the dispute.
38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is
prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Seller certifies that Seller's signature provides written verification to the City that Seller: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
Revised August 31,2017
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee/Sign ture
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature