HomeMy WebLinkAboutContract 51116 CITY SECRETARY
CONTRACT NO.S 1
P.O. No. PO-18-00104992
SS No.:SS 14-0113
FORT��R,TH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Agreement("Agreement")is entered into by and between MARTIN
MARIETTA MATERIALS INC ("Seller") and the City of Fort Worth, ("Buyer"), a Texas
home rule municipal corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A—Terms and Conditions;
3. Exhibit B—Conflict of Interest Questionnaire.
4. Exhibit C Vendor Contact Information
5. Exhibit D Verification of Signature Authority
6. Exhibit E Seller's Sole Source Justification Letter
7. Exhibit F Sole Source Procurement Justification; and
6. Exhibit G Seller's Proposal
Exhibits A, B, C, D, E, F and G, which are attached hereto and incorporated herein, are made a
part of this Agreement for all purposes. The Amount of this contract shall not exceed$150,000.00.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
OFFICIAL.RACfRQ
CITY BLLCRILTAORY
FT.WORTH,TX
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a<y5 Sole Source Agreement-14-0113
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IN TNESS WHEREOF,the parties hereto have executed this Agreement in multiples this( l A\day
Oft t 2018.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACTOR:
By.
Nam�S�n A I aM 5 Name
Title /fi5515f-A'Lk C;-1-,\ VVIa n uj-'✓ Title
Date: -31 1 1 -5 Date'
APPR RECOMMENDED:
71
By:
Name OR
Title J :e& r I (?0 OAC F /,►i
O
AT
By.
Mary Kayser �r '
City Secretary �.
TCAs
APPROVED AS TO FORM AND LEG
By:
Name l,,2(Z+
Title SST C/'1
CONTRACT AUTHORIZATION:
M&C: P-11671 Date Approved:7/15/2014
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.
By:
Name: OFFICIAL i�BCtaR�
Title: ��1�.�iOJ�s 1 S'�'
' - CITY SECRETARY
FT.WORTN9 Tx
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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,Vendor(s), supplier,Vendor(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 TERM
3.1 The term of this Agreement will commence upon July 15,2018 or the last date that
both the Buyer and the Seller have executed this Agreement(the"Effective Date")
and shall continue in full force and effect until July 14, 2019. (This will be a
maximum of I year- follow M&C date or agreed to date),unless terminated earlier
in accordance with the Provision of this Agreement.
4.0 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.
5.0 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)
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6.0 ORDERS
6.1 No employees of the Buyer or its officers,agents, servants,vendors or subvendors
who act on behalf of various City departments,bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers,purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2),or(3). In the case of
emergencies,the Buyer's Purchasing Division will place such orders.
6.2 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.
7.0 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.
8.0 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.
9.0 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.
10.0 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.
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11.0 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.
12.0 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.
13.0 INVOICES
13.1 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.
13.2 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.
13.3 Payment. All payment terms shall be"Net 30 Days"unless otherwise agreed to
in writing. Before the 1 st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals-wtd }r 1ti►I
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. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
14.2 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
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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
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do
so shall render this contract voidable at the option of Buyer. Seller warrants that the
goods furnished will conform to Buyer's specifications, drawings and descriptions listed
in the proposal invitation, and the sample(s)furnished by Seller, if any. In the event of a
conflict between Buyer's specifications, drawings,and descriptions, Buyer's
specifications shall govern.
16.0 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 ternis
and conditions. Failure to make such refund shall constitute breach and cause this
contract to terminate immediately
17.0 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.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 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
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or other third party proprietary rights,in the performance of services under
this Agreement.
18.2 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 Detiverable(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.
18.3 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 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
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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.
19.0 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.
20.0 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.
21.0 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.
22.0 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.
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23.0 ASSIGNMENT 1 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.
24.0 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.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
26.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise,the
Agreement between Buyer and Seller shall consist of these Standard Terms and
Conditions together with any attachments and exhibits. This Agreement is intended by
the parties as a final expression of their agreement and is intended also as a complete and
exclusive statement of the terms of their agreement.No course of prior dealings between
the parties and no usage of trade shall be relevant to supplement or explain any term used
in this Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code(UCC) is used in
this Agreement,the definition contained in the UCC shall control. In the event of a
conflict between the contract documents,the order of precedence shall be these Standard
Terms and Conditions,and the Seller's Quote.
27.0 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
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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.
28.0 INDEPENDENT VENDORS)
Seller shall operate hereunder as an independent Vendor(s) and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control,the details of its operations hereunder,and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents,
employees, vendors and sub-vendors. The doctrine of respondent superior shall not apply
as between Buyer and Seller,its officers, agents, employees, vendors and subvendors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees,vendors and subvendors.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 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.
29.2 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,SUBVENDOR(S)S,SERVANTS OR
EMPLOYEES
30.0 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
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agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
31.0 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.
32.0 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.
33.0 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,Vendor(s)or subVendor(s)has been
discriminated against according to the terms of such Ordinance by Seller, its employees,
officers, agents,Vendor(s)or subvendors herein.
34.0 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 (I-9),maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-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
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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.
35.0 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.
36.0 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 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.
37.0 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.
38.0 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
Sale Source Agreement—14-0113
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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.
39.0 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
40.0 INSURANCE REQUIREMENTS
40.1 Seller shall assume all risk and liability for accidents and damages that may occur
to persons or property during the prosecution of work under this Agreement.
Seller shall file with the City of Fort Worth Purchasing Division, prior to the
commencement of services, a certificate of insurance documenting the following
required insurance within five(5) calendar days of notification.
40.2 Policies shall have no exclusions by endorsements which nullify the required lines
of coverage,nor decrease the limits of said coverage unless such endorsements
are approved by the City. In the event a contract has been bid or executed and the
exclusions are determined to be unacceptable or the City desires additional
insurance coverage, and the City desires the Vendor to obtain such coverage,the
contract price shall be adjusted by the cost of the premium for such additional
coverage plus 1011/o.
40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability
Insurance at the following limits:
$100,000 Each Accident
$500,000 Disease—Policy limit
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$100,000 Disease—Each Employee This coverage may be written as
follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers'
Compensation Act(Art. 8308— 1.01 et seq. Tex. Rev. Civ. Stat.)and
minimum policy limits for Employers' Liability of
$100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and
$100,000 per disease per employee.
40.2.2 Commercial General Liability Insurance including Explosion, Collapse,
and Underground Coverage shall be provided as follows:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Coverage shall include but not be limited to the following:
premises/operations,independent vendors, products/completed operations,
personal injury, and contractual liability. Insurance shall be provided on an
occurrence basis, and as comprehensive as the current Insurance Services
Office(ISO)policy.
40.23 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on "Any Auto",
defined as autos owned, hired and non-owned-
40.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of
insurance documenting the required insurance prior to the commencement
of services.
40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty- (30)
day notice of cancellation,material change in coverage, or non-renewal of
coverage.
40.2.6 Applicable policies shall.also be endorsed to name the City of Fort Worth
as an additional insured, as its interests may appear(ATIMA).
40.3 ADDITIONAL INSURANCE REQUIREMENTS
40.3.1 The City,its officers, employees and servants shall be endorsed as an
additional insured on Vendor's insurance policies excepting employer's
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liability insurance coverage under Contractor's workers' compensation
insurance policy.
403).2 Certificates of insurance satisfactory to the City and Worker's
Compensation Affidavit must be received before Vendor can begin work.
Failure to supply and maintain such insurance shall be a breach of
contract. Contractor shall provide complete copies of all insurance policies
required by this Agreement. Certificates of insurance must be supplied to:
Financial Management Services Department
Attention: Purchasing Division SS-
200 Texas Street(Lower Level)
Fort Worth, Texas 76102
40.3.3 Any failure on part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirements
specified herein. Each insurance policy shall be endorsed to provide the
City a minimum 30 days' notice of cancellation,non-renewal,and/or
material change in policy terms or coverage. A ten(10) day notice shall be
acceptable in the event of non-payment of premium.
40.3.4 Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A:VII or equivalent measure of financial
strength and solvency.Deductible limits,or self-funded retention limits,
on each policy must not exceed$10,000.00 per occurrence unless
otherwise approved by the City.
40.3.5 Other than worker's compensation insurance, in lieu of traditional
insurance,City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups.The City must
approve in writing any alternative coverage.
40.3.6 Workers' compensation insurance policy(s)covering employees of the
Vendor shall be endorsed with a waiver of subrogation providing rights of
recovery in favor of the City.
40.3.7 City shall not be responsible for the direct payment of insurance premium
costs for Vendor's insurance.
40.3.8 Vendor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial
coverage maintained by City shall not be called upon to contribute to loss
recovery.
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40.3.9 While this agreement is in effect,Vendor shall report, in a timely manner,
to the Purchasing Department any known loss occurrence that could give
rise to a liability claim or lawsuit or which could result in a property loss.
40.3.10 Vendor's liability shall not be limited to the specified amounts of
insurance required herein.
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Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the City,or submits
an application or response to a request for proposals or bids, correspondence, or another
writing related to a potential agreement with the City.Updated Questionnaires must be filed
in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The
form is also available at http://wivw.ethics.state.tx.us/forms/CIQ.pd
If you have any questions about compliance,please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship
that you might have with the City,state Vendor name in the# 1, use N/A in each of
the areas on the form.However,a signature is required in the#4 box in all cases.
Sole Source Agreement-14-0113
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CONFLICT OF INTEREST QUESTIONNAIRE FORD CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the taw by KW 23,84th Leg., Regular Session, OFRCEUSE ONLY
This questionnaire is being t=ied in accordancewftf r Chapter 176.Local Government Code, c,:,R�
by a vendor who has a business,elwlonship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176-006(a).
By law this questionnaire must be filed with the records administrator of the local governmental
entity not tater than the 7th business day ahear the date the vender becomes aware of facts
that require the statement t4 be filed. Sap Section 176.006(11-1).Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.00£, Local
Government Code.An offense under this section is a misderneanor,
t Name of vendor who has a business relationship with local govemmental entity.
Qi
2 Check this box if you dre filing an update to a previously filed questionnaire.
Li
(The law requires that you life ar, updated completed questionnaire with the appropriate Wing aut!nnty not I
later than the 7th tsusiness day after the date on which you tacame aware that the originally filed queslionnaire was
incomplete or inaccurate.)
3
Name of local government officer about whom the information in this section is being disclosed.
_
Name of officer
This section i"item 3 inciudirg, subparts A, 6, 0 4 51 must be completed tar each officer with whom the vendor has an
arnpioyment or other business relatzonship as defined by Section 176 W if-a,, Local Government Love. Attach additional
pages to th<s Form CICS as necessary.
A- is the heal government officer name d in this section receiv,ng or Wely to rece?re taxable income-ether than mrestment
income, from the vendors
Yrs No
S_ is th^i vendor recesvinq or liiicty to recerve taxabie income,other t;a n investment ircosa?e,from or at the dire ckkom.of the[cal
government atf cer narned in th s sectio;;n AND the taxable income is no!received from the io a1 ga-vernmeWA eriity?
LJ Yes a No
C is the fifer of this questionnaire employed by a corporation or other business entry with respect to which the local
government officer serves as an officer or director,or holds an ownership interest of one percent or more?
'r`es F 110
Fi- Descrrt>e each employment or business and=amity relaiion;h;p wi+ti the lazal government officer narnefS in t:'ias sectii,r,
i —
5' ratan of ve .' .�� .n<ss w;tn inn grivernmer.>at x�ry Da±e
A£tcpted 5:7'2015
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EXHIBIT C—VENDOR CONTACT INFORMATION
Vendor's Name: /Vj A,(`+( I& t Cjfz(
Vendor's Local Address:
Phone: _7oZ'11 0 Fax: /4 1 A
Email:
Name of persons to contact when placing an order or invoice questions:
Name/Title A, 0,Lki A&r l Q,-H?n C-T M I S n a ' r j ll
Phone: q07 r Fax:
Email:
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
tic, A40 fc+h
e Printed Name Date
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EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Namez�&I
Position:
Sign re
2. Name:
Position:
Signature
Title: �/')') Date:
Sole Source Agreement-14-0113
20
Revised 7.6.18cg
Exhibit E
Seller's Sole Source Justification Letter
Martin
Marietta
March 21, 2016
City of Fort Worth
5001 James Avenue
Fort Worth,Texas 76115
Attn: Rebecca Owen
Dear Rebecca:
Martin Marietta has developed a slurry system called SuperSlurry"' which produces cementitious products.
With the SuperSlurry system, Martin Marietta has two products that it produces into slurry. One product is
cement slurry and the other is Cem-Lime.
At significant cost to itself, Martin Marietta has developed the processes and components necessary to
manufacture Cem-Lime SuperSlurry through internal experimentation, expertise and inventiveness.
However, because of the proprietary nature of these cementitious products, manufacturing processes and
delivery system, Martin Marietta believes that it is the sole supplier that can provide you with Cem-Lime
SuperSlurry or its equivalent in north central Texas and DFW metroplex.
Martin Marietta will license the SuperSlurry production process so SuperSlurry products will be widely
available wherever it is needed. However,we Intend to protect the proprietary nature of these products and
processes so that only licensed suppliers will be allowed to produce and sell the SuperSlurry products to the
quality standards established by Martin Marietta. At the present time, Martin Marietta has not licensed any
other suppliers of SuperSlurry within the north central Texas or DFW area,so it remains the sole supplier in
these areas.
If you have any questions or need more information,please contact me at 972-988-7713.
Sincerely,
Dan Richwine
Cement Treated Materials
10615 Spangler Road,Dallas,TX 75220
t.(972)409-3240 f. (972)501-9304 SUPERSLURRYB
www.martinmarietta.com •w. ^ �°°•mow'
Exhibit F
Sole Source Procurement Justification
FoRTWoRTH,
Purchasing Division
City of Fort Worth
SOLE SOURCE PROCUREMENT JUSTIFICATION
Purpose
This form must accompany all sole source purchase requests for equipment, construction, supplies or
services when the purchase is for more than$3,000.00. This form is not needed when the purchase is for
a professional services contract. The purpose of the sole source procurement* justification is to
demonstrate that the competitive process is not required because only one product or service can meet the
specific need of the City of Fort Worth ("City"). A sole source procurement may not be used to
circumvent the City's normal purchasing procedures or for a price-based justification. Accbptance of the
sole source procurement justification is at the discretion of the Purchasing Division Manager or his
designee.
Certification
My signature below certifies that I am aware that state and federal procurement statutes and regulations
require that procurements of a certain amount made by government entities must be competitively bid
unless the purchase qualifies as an exemption to the competitive bidding requirements. I am requesting
this sole source procurement based on the information provided in the Justification section below. The
information is complete, accurate and based on my professional judgment and,investigations. I also
certify that this purchase will not violate Section 2-238 of the City's Ethics Code.
Requesting Department: Transortation and Public Works Department(TPW)
Requested by[printed name]: AI(IJI 6 11
Signature:
Recommended by[printed name]:
Department Director
signature:
Telephone number: S1 7" 39 2 - -191V
Date:
Sole Source Procurement Justification
Page 1 of 3 Rev.12/2014
Justification
1. Describe the product(s) or service(s) your department wishes to purchase —provide vendor name,
manufacturer,model number and/or generic description identifying the item(s)or service(s).
• Martin Marietta has a product called Cem-Lime which is a Super Slurry product. This product is
a cementitious product that is enhanced with calcium hydroxide. Super Slurry is a liquefied
suspended cement slurry system. The system allows the use of various types of hydraulic,
Portland, pozzolanic and other cements as well as additional stabilizing agents in soil
stabilization,modification and full depth repair/reclamation(FDR).
- — 2—Purpose---provide-a-brief deseription-of-why-the-produet(s)-or-services)-is-required.
• City specifications for road rehabilitation products now call for a slurry method to reduce the
possibility of environmental hazards. The specification for slurry constitutes a physical and
chemical standard for road rehabilitation projects. Cem—Lime Super Slurry (Cem—Lime) is a
product which allows dry cement to be mixed with a liquid prior to application to the project site.
The application of slurry is more easily controlled than application of a dry product.During 2013,
TPW began using Cem—Lime on a limited basis.The purchase and continued use of Cem—Lime
reduces the environmental impact of cement dust.
3. Describe your efforts to identify other vendors — trade shows, internet search, vendor catalogues.
Provide product and contact information for other products,services and vendors evaluated. (A quote
is not required,simply enough information to show the availability/non-availability of other sources.)
• Cem-Lime is a sole source product.
4. Justification:
a. Identify the reason(s) why other vendors, products, or services competing in this market do not
meet the City's needs or specifications:
_X_ The product(s) or service(s) is available from only one source because of patents,
copyrights,secret processes,or natural monopolies.
The product(s)is a captive replacement part(s)or component(s)for existing equipment.
The dollar value of the existing equipment is approximately$
Use of other than Original Equipment Manufacturer parts jeopardizes the warranty or may
result in equipment not functioning to the level of factory specifications.
Authorized factory service is available from only one source.
Maintenance for the existing product is only available from one source.
Sole Source Procurement Justification
Page 2 of 3 Rev. 12/2014
b. Attach justification letter from the manufacturer or originator of the product or service.
S. Will this purchase limit the ability of other vendors to compete on future purchases for supplies,
upgrades,or replacements? If so,how?
• Yes;Cem-Lime is a sole source product.
6. Will this purchase obligate the City to future purchases,for example,maintenance or license(s)t It st"
what future purchases will be required?
7. What will happen.if the City does not purchase the requested product(s) or service(s) from this
vendor?
• By not purchasing this product the City will be raising the environmental impact of cement
dust.
Purchasing Division Comments:
VA W N "itie m&4 &4 awpmenQPA;'.
Buyer/Senior Buyer/Supervisor: Date:
Approval
PURCHASING DIVISION: Vz
Sole Source Procurement approved: Is D No
Signature of Purchasing Division Manager: T / —
Printed Name: ✓aG�{� i^�
Date:
Sole Source Procurement Justification
Page 3 of 3 Rev. 12/2014
Exhibit G
Seller's Proposal - PO Page 1 of 1
FORT WORTH CITY OF FORT WORTH P.O.DATE: 8/18/2017
Purchase Order Blanket Order Number
PO-17-00100270
SHOW THIS NUMBER ON ALL
PACKAGES,INVOICES AND
SHIPPING PAPERS.
V Vendor Number:0000006066 S TRANSPORTATION&PUBLIC WORKS
E MARTIN MARIETTA MATERIALS INC H
N P O BOX 677061 1
DALLAS,TX 75267-7061 P
D T
O O
R B MAIL INVOICE IN DUPLICATE TO:
I
INVOICES: Direct invoices in DUPLICATE to the address shown. L
STANDARD PURCHASING TERMS AND CONDITIONS set forth in the L
City of Fort Worth's Bid or Quotation, are incorporated herein by T
reference and become a part of this order. 101
Payment Terms: Net 30
Shipping Terms:
Bid No.: Delivery Calendar Day(s)A.R.O.: 0
Item Requisition Quantity Unit Unit Price Total
#
1 The City of Fort Worth is exercising the second option to renew the existing
agreement with Martin Marietta Materials,Inc.for an additional twelve(12)month
peroid in accordandce with Bid No. 14-0113 authorized by the City Council on July
15,2014,M&C P-11671 for Transportation and Public Works Department. The
renewal shall begin July 15,2017 and end July 14,2018 with one(1)renewal
options remaining in accordance with the Agreement specifications.This Purchase
replaces 16-00094638
All prices,terms and conditions of the Agreement shall be as stated in Bid No. 14-
0113.
This Blanket Purchase Agreement(BPA)replaces BPA PO-16-00092649.
Upon accepting a release order from our user department/division for this
Agreement,please insure you are provided a purchase order number and a release
number.
Invoices must be mailed to the ordering department/division releasing
service/commodity and the invoice shall contain:
1)Bid Number 2)Department Purchase Order Number;3)Release Number;4)
Department Name;5)Address where service/commodity was delivered.
Class-Item 745-84
2 Cem-Lime Super Slurry TON $165.00 $0.00
LN/FY/Account Code Dollar Amount
TOTAL: $0.00
APPROVED:
Rev.20091027 By: Laurena Hamilton
Phone#: (817)392-8321
BUYER