HomeMy WebLinkAboutContract 54020 CITY SECRETARY 010
RECEIVED CONTRACT NO.
JUNK 1 1 2020 FORT WORTH
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COOPERATIVE PURCHASE AGREEMENT
egg�S 202� This Cooperative Purchase Agreement ("Agreement") is entered into by and between Hughes
entures,Inc.("Vendor") and the City of Fort Worth,("City"),a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A—City's Terms and Conditions;
3. Exhibit B—Seller's Quote,
4. Exhibit C—Cooperative Agency Contract(GSA GS-30E-014GA); and
5. 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 goods included in Exhibit B
pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits
thereto. In the event of a conflict between Exhibit A—City's Terms and Conditions and Exhibit C —
Cooperative Agency Contract, General Services Administration(GSA)GS-30E-014GA,then Exhibit A
— City's Terms and Conditions shall control, but only to the extent allowable under the Cooperative
Agency Contract GSA GS-30E-014GA.
City shall pay Vendor in accordance with the fee schedule in Exhibit B 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 Seven-Thousand Nine-Hundred Twenty-Five Dollars ($7,295.00). 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 term of this Agreement shall be for one year beginning on May 20,2020 and ending on May
19,2021.
Vendor agrees that City shall,until the expiration of the initial year and final payment under this
Agreement, or the final conclusion of any audit commenced during the said initial year, have access to
and the right to examine at reasonable times any directly pertinent books,documents,papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor 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.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
OFFICIAL.RECORD
GSACoCoopennvac No.
Agrcamrnt ,otis CITY SECRETARY
GSA ConuaetNo.GS-30E-014GA
FT WORTH, TX
To CITY: To VENDOR:
City of Fort Worth The FOD Control Corporation,
Attn: r `��`�}� ,Assistant City Manager Gart Hughes,Presi ent Title
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (917)392-9654 Facsimile:
With copy to Fort Worth City Attorney's Office
at same address
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: responsible for the monitoring and administration
Name: Fernando Costa of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: 5/20/2020
APPROVAL RECOMMENDED: By: (�C
me: Shannon Davis
Title: Administrative Assistant
By: _,r`,/, �� APPROVED AS TO FORM AND LEGALITY:
Name: Bill Welstead
Title: Director,Aviation
ATTEST: By:
1101
Name: Royce Hansen
w � a Title: Assistant City Attorney
By. / NTRACT AUTHORIZATION:
Name: M Ky C: N/A
Title: Ci Secr a YA
VENDOR:
The FOD Control Corporation�/ Dallas, F —. ATTEST:
By: 7�
Name. Garth Hughes By:
Title: General Manager Name: _
Title:
Date: 5/20/2020
Cooperative Purchase Agreement 2 of 18
GSA Contract No.GS-30E-014GA FT WUKTH,T
Exhibit A
CITY OF FORT WORTH
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 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth(the"City")may be requested by a member
of the public under the Texas Public Information Act.See TEX.GOV'T CODE ANN.§§ 552.002,
552.128(c)(West Supp.2006).If the City receives a request for a Seller's proprietary information,
the Seller listed in the request will be notified and given an opportunity to make arguments to
the Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its
information may not lawfully be released.If Seller does not make arguments or the AG rejects the
arguments Seller makes,Seller's information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position. Any violation of this section with the
knowledge, expressed or implied,of the person or corporation contracting with the City Council
shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII,
Section 16,City of Fort Worth Charter)
5.0 ORDERS
5.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act
on behalf of various City departments, bodies or agencies are authorized to place orders
for goods and/or services without providing approved contract numbers, purchase order
numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card
orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2),
or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in
rejection of delivery,return of goods at the Seller's cost and/or non-payment.
6.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice.Each shipping container,
shall be clearly and permanently marked as follows:(a)Seller's name and address:(b)Consignee's
name,address and purchase order or purchase change order number; (c) Container number and
total number of containers, e.g., box 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.
Cooperative Purchase Agreement 3 of 18
GSA Contract No.GS-30E-014GA
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation,and no tender of a bill of lading will
operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance of
the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B.Destination,Freight Prepaid and Allowed,unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation
costs in the amount specified in Seller's proposals or actual costs,whichever is lower,if the quoted
delivery terms do not include transportation costs; provided, Buyer shall have the right to
designate what method of transportation shall be used to ship the goods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order,or release order.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being nonconforming
under the specifications.
12.0 INVOICES
12.1 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 SelIer'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.
Cooperative Purchase Agreement 4 of 18
GSA Contract No.GS-30E-014GA
14.0 PRODIICT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer.Seller warrants that the goods furnished will
conform to Buyer's specifications,drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications,drawings,and descriptions,Buyer's specifications shall govern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time,any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made,Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions.Failure to make such refund shall constitute breach and
cause this contract to terminate immediately.
16.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The 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 iNFRTNGEMENT 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 attorneys 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
Cooperative Purchase Agreementof costs and expenses for any claimsonaction brought against the City for infringement
GSA Contract No.GS-30E-014GA
arising under this Agreement,the City shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, SELLER shall fully participate and
cooperate with the City in defense of such claim or action. City agrees to give SELLER
timely written notice of any such claim or action,with copies of all papers City may receive
relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs
or expenses shall not eliminate SELLER's duty to indemnify the City under this
Agreement.If the Deliverable(s),or any part thereof,is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, SELLER shall, at its own expense and as City's sole
remedy, either: (a)procure for City the right to continue to use the Deliverable(s); or(b)
modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s)with equally suitable,compatible,and
functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or
(d)if none of the foregoing alternatives is reasonably available to SELLER,terminate this
Agreement, and refund all amounts paid to SELLER by the City, subsequent to which
termination City may seek any and all remedies available to City under law.
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
Cooperative Purchase Agreement 6 of 18
GSA Contract No.GS-30E-014GA
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.
23.0 WAIV .R
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 MOD11FICATTONS
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
proposal documents published by the Buyer and Seller's Response to such proposal (the "contract
documents"). This Agreement is intended by the parties as a final expression of their agreement and is
intended also as a complete and exclusive statement of the terms of their agreement.No course of prior
dealings between the parties and no usage of trade shall be relevant to supplement or explain any term
used in this Agreement.Acceptance of or acquiescence in a course of performance under this Agreement
shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing
party has knowledge of the performance and opportunity for objection.Whenever a term defined by the
Uniform Commercial Code(UCC) is used in this Agreement,the definition contained in the UCC shall
control.In the event of a conflict between the contract documents,the order of precedence shall be these
Standard Terms and Conditions,the Buyer's published proposal documents and the Seller's response. If
Buyer and Seller have otherwise negotiated a contract,this Agreement shall not apply.
26.0 APP .i .AB . ,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.
Cooperative Purchase Agreement 7 of 19
GSA Contract No.GS-30E-014GA
27.0 INDEPENDENT VENDOR(S)
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 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.ITY-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,SUBVENDOR(S)S,SERVANTS OR EMPLOYEES.
29.0 SFV+. ABIL.ITY
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 TOPARTIES
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
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GSA Contract No.GS-30E-014GA
invitation to proposals. Or if sent via express courier or hand delivery, notice is considered
received upon delivery.
32.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article III,
Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as
amended, and Seller 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.
33.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act (1NA) 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 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.
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
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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.
Cooperative Purchase Agreement 10 of 18
GSA Contract No.GS-30E-014GA
EXHIBIT B—SELLER'S
QUOTE
ee
r _ ,DTHE CONTROL
C 0 R P 0 R A T 10 N
18208 Preston Road,Suite D9-229-Dallas,TX 75252-6007-E-mail:info@fodcontrol.com
+1 (520)760-7732-Fax:+1 (520)751-4173-Toll-Free(800)425-8363-Web Site:www.fodcontrol.com
DATE:4/16/2020
QUOTE NUMBER:20191408
ATTENTION:Joe Hammond
ORGANIZATION:Fort Worth Spinks Airport
SUBJECT:FOD-Razor Duplex Sweeper Assembly Quote
Following is your price quote on the FOD-Razor Duplex Sweeper Assembly. Technical specifications,included in a separate
attached document,should accompany this quote at all times. Here is your pricing:
Part Number Quantity Description Unit Price Extended
RZR-DPLX 1.00 FOD-Razor®Airport Runway Sweeper,Duplex Package(GSA $7,295.00 $7,295.00
Contract#GS-30E-014GA)
Shipping 1.00 Shipping&Handling to Burleson,Texas $0.00 $0.00
Total Price: $7,295.00
Part#RZR-DPLX includes two Sweeper Mats,each with integrated safety release mechanism,Debris Retention Mesh,
Carry/Roller Bag,Owner's Manual,and Complete Hitch Assembly(configured for your choice of either straight receiver,pin
hook,coupler,or tow-ball;when ordering,please specify desired hitch type),and one Duplex Towing Bar.
All prices are in US dollars.This quote is valid until 711612020.Our payment terms are:Net 30 Days(for international orders,
Net-30 credit availability is subject to approval by the U.S.Export-Import Bank).
Estimated ship date is 30 days after receipt of order.We ship internationally under 2010 Incoterm DAP(Delivery At Place);1he
buyer is responsible for paying Customs clearance,duties and taxes.However,if the buyer chooses to receive the goods at the
seller's warehouse,then 2010 Incoterm EXW(Ex Works)Garland,Texas 75042 USA applies and the seller waives the Shipping
&Handling fee.
Please note:The FOD Control Corporation is a division of Hughes Ventures,Inc,which is a small business,non-tax exempt
corporate entity,not owned or controlled by a common parent company.Our Cage Code is 6T1 R5,Tax ID number is
80-0809611,and DUNS number is 078667096.
We are SAM I CCR I ORCA registered.Current Reps&Certs are online at SAM.GOV.For additional information or assistance
please contact me at 1-800-425-8363.Or you can e-mail me at infoLdOodcontrol com.Thank you for your interest in our FOD
prevention equipment.
Sincerely,
General Manager
The FOD Control Corporation
Cooperative Purchase Agreement 11 or 18
GSA Contract No.GS-30E-014GA
EXHIBIT C-
COOPERATIVE AGENCY
CONTRACT
®4
U.S.General Services Administration
Contract Summary Document
Company Name: HUGHES VENTURES INC.
Duns Number: 078667096
Contract Number: GS30FO14GA
Cooperative Purchase Agreement 12 of 18
GSA Contract No.GS-30E-014GA
April 7,2017
1. Estimated Award Value :$475000
Base Period :$ 100000
Option Period 1 :$ 125000
Option Period 2 :$ 125000
Option Period 3 :$ 125000
2. Solicitation Number: FFAH-C2-990235-B
3. Contract Period :April 21,2017 through April 20,2022
4. Business Size :Small Business
5. Business Types : N/A
6. Sub Contracting Plan Expiration : N/A
7. Items Awarded :
119006 190 06-Aircraft Ground Support Vehicles and Equipment
Labor Categories
N/A
8. Escalation Rates
N/A
2
Cooperative Purchase Agreement 13 of 18
GSA Contract No.GS-30E-014GA
April 7, 2017
9. IFF Statement:
552.238-74-INDUSTRIAL FUNDING FEE AND SALES REPORTING(JUL 2003)
10. Minimum Order Quantities:
$100
11. Minimum Order Limit : $ 100
12. Maximum Order Limit : $2000000
13. Geographic Coverage
19006 W-WoridWide
14. Prompt payment Discounts
Discountl :00.000% if Payment is made within 00 days
Discount2:00.000% if Payment is made within 00 days
Net 30 days.
Volume Discounts :
No quantity discounts are offered.
15. MFC(Most Favorable Customer)
International Distributors
16. Approved Exceptions
Cooperative Purchase Agreanent 14 of 18
GSA Contract No.GS-30E-014GA
Ap 7,2017
N/A
17. Terms and Conditions
Crauso Title
Terms and Conditions Notes
4
Cooperative Purchase Agreement 15 of 18
GSA Contract No.GS-30E-014GA
EXHIBIT D
CONLFICT OF INTEREST
QUESTIONNAIRE
CONFLICT OF TNTFRF.ST DISCLOSURE RFO IIR .MFN
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 C1Q("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 r_.opy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also available at
hqp://www.ethics.state.tx.us/forms/CIQ.12d
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,use N/A in each of the areas on the form.However,a signature is required in the#4 box in all cases.
Cooperative Purchase Agreement IG of 18
GSA Contract No.GS-30E-014GA
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
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 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 later
than the 7th business day after 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, Local Government Code.An
offense under this section is a misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
2
❑ 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
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
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
CIQ as necessary.
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?
F] Yes E] 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?
F] Yes E-1No
5 Describe each employment or 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
ownership interest of one percent or more.
e
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
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Cooperative Purchase Agreement 17 of 18
GSA Contract No.GS-30E-014GA
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found athttp://www.statutes.legis.state.tx.us/
Docs/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,
(B) 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 11/30/2015
Cooperative Purchase Agreement 18 of 18
GSA Contract No.GS-30E-014GA