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HomeMy WebLinkAboutContract 55743DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 City Searetary Contract No. 55743 ��� � �� �.� VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Big Belly Solar, LLC ("Vendor"), a Delaware Limited Liability Company and acting by and through its duly authorized representative, each individually referred to as a"party" and collectively referred to as the "parties." 1. Scone of Services. Vendorwillprovide Citywitiiupgrades,parts and equipment spec�c to Bigbelly waste and recycle containers ("Services"), which are set forth in more detail in E�ibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement shall begin on the date the Assistant City Manager signs this Agreement (`Bffective Date") and shall e x p i r e one (1) year from the date the Effective Date (`Bxpiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to 4 one- year renewal option(s) (each a"Renewal Term"). Comnensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which includes a non-exhaustive list of parts and equipment that Vendor may provide and is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement will not exceed TWENTY THOUSAND Dollars ($20,000.00). Vendor will not perform any additional 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vendor agrees to submit monthly invoices by the l Oth day of the month for Services provided in the previous month. City agrees to pay Vendor within thirty (30) days of receipt of accurate invoice. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice oftermination. 4.2 Non-a�propriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Vendor Services Agreement OFFICIAL REC�RD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorizeddisclosure. 6. Ri�ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intendedaudits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its ofiicers, a�ents, servants, Vendor Services Agreement Page 2 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. 8. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATIDN - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BIISINESS AND ANY RESIILTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, ORSIIBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will 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 will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor 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 City for infringement arising under this Agreement, City will 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, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or Vendor Services Agreement Page 3 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for Citv the riEht to continue to use the software and/or documentation; or (b) modifv the software and/or documentation to make it non-infrin�in�, nrovided that such modification does not materiallv adverselv affect Citv's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equallv suitable, compatible, and functionallv equivalent non-infrin�in� software and/or documentation at no additional char�e to Citv; or (d) if none of the foregoin� alternatives is reasonablv available to Vendor terminate this A�reement, and refund all amounts uaid to Vendor bv Citv, subsequent to which termination Citv mav seek anv and all remedies available to Citv under law. � ' i i i' i , i i�.� i � i , i� 9.1 Assi�nment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will eXecute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10.1 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. Vendor Services Agreement Page 4 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 (� Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 10. Comnliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 11. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12. Notices. Notices required pursuant to the provisions ofthis Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: Big Belly Solar, LLC Jeff Wakely, Chief Financial Officer_ 150 A Street, Suite 103 Needham, MA 02494 Facsimile: 1 781.444.5651 With copy to Fort Worth City Attorney's Office at same address 13. Solicitation of Em�vees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by eitherparty. 14. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers orimmunities. 15. No Waiver. The failure of City or Vendor to insist upon the performance of any term or rovision of this A�reement or to eXercise anv ri�ht �ranted herein does not constitute a waiver of Citv's or Vendor Services Agreement Page 5 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort WorthDivision. 17. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 18. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 19. Headings not C'ontrolling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 20. Review of CounseL The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 21. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of eachparty. 22. Counternarts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 23. Warrantv of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. Vendor Services Agreement Page 6 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 24. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Ownershin of Work Product City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the eXtent such Work Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part ofCity. 26. Si�nature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 27. Chan�e in Comnanv Name or Ownershin. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an eXecuted merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoicepayments. 28. No Bovcott of israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certi�es that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 29. Electronic Signatures. This A�reement may be executed by electronic si�nature, which Vendor Services Agreement Page 7 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 30. Fntiretv of Agr m n. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the eXtent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 8 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: Y�Ce�ie- Wa�trr� By; ValerleWashington(May19,2 llL22CDT) Name: Valerie Washington Title: Assistant City Manager Date: May 19 20 21 APPROVAL RECOMMENDED: ,�Ob�!'� c��'yIOG�IG� B�: RobertSmouse (May 14, 202114:59 CDT) dame: Robert Smouse 'itle: Assistant Code Compliance Director ATTEST: By: `y�// �� 0 Name: Mary Kayser Title: City Secretary VENDOR: Big Belly Solar, LLC DocuSigned by: By: I J�,��2�_ Name: Jeff Wakely Title: Chief Financial Officer Date: May 10, 2021 CONTRACT COMPLIANCE MANAGER: By signing I aclrnowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 0...,�I By• Oneil Johnso (May 14, 20211426 CDTI Name: Oneil Johnson Title: Code Compliance Superintendent APPROVED AS TO FORM AND LEGALITY: ; �;.rw4 �� �,� By: Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: [ N/A] Form 1295: [N/A] OFFICIAL RECORD CITY SECRETARY FT. W�RTH, TX Vendor Services Agreement Page 9 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 City Secretary ContractNo. '�k or tap here to enter text. .. � SCOPE OF SERVICES Big Belly will provide network board upgrades and installation for 70 existing Bigbelly waste and recycle containers staged throughout the City of Fort Worth and maintained by Code Compliance Solid Waste Staff on a schedule a�proved bv Citv. Total compensation under this Aereement will not exceed TWENTY THOUSAND Dollars ($20,000.00) annuallv. . Network upgrades will support Bigbelly's system enhancements to convert old 2G network to 4G. The upgrade to 4G will allow City staff to continue to monitor, service and maintain Bigbelly waste and recycle containers. Bigbelly will also provide parts and equipment that are specific to Bigbelly containers such as batteries, container buckets, fuses battery harnesses and more. A non-exhaustive list of parts and equipment that Vendor may provide are included in Exhibit `B." Vendor Services Agreement Page 10 of 12 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 EXHIBIT B PAYMENT SCHEDULE Bigbelly Parts Order Item kitbbso301 kitbb3121 kitbb3004 kitbbso303 kitbb3062 kitbb3122 kittbbso300 mspbb3025 kittbb50078 kittbb3069 kittbb50126 kitbb50022 kitbb50014 kitbb50031 mspbbs0056 Description solar bubble cleaning kit ram sensor board replacement hopper handle kit tubular front door lock cylinder kit replacement photo eye sensor front door sensor board sim card cleaning kit magnetic key fob mount plate replacement sensor module tubular key trash sensor module battery assembly solar charger module top door kev Cost (Quoted bv Biabell $32.95 $28.95 $49.95 $45.00 $24.95 $24.95 $26.00 $5.95 $62.00 225.00 $18.95 $47.00 $75.00 $79.95 $9.95 �O Bigbelly 2016 � Company Confidential Bigbelly Service & Spare Parts Pricing (Area 1) 03102018 Page 11 of DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM This form must be provided when requestin� to make a purchase over $50,000 without followin� public bidding requirements. Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided and determine whether using an exemption to Chapter 252's biding requirements would be defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Code Compliance Division: Solid Waste Services Name of Contract Manager: Christian Harper Department's Attorney: Christa Revnolds_ Item or Service sought: The purchase of needed network board un�rades and installation for 70 existing Bi.�v waste and recvcle containers sta�ed throu�hout the Citv of Fort Worth and maintained bv Code Compliance Solid Waste Staf£ All ub�rades will sunnort new 4G operations monitorin� and servicin� for all units that can onlv be nurchased from vendor Bi.�� Vendor: Bi.�y Current Agreement for item/service: Yes No X CSC #: How will this item or service be used: Network un�rades will su�ort Bigbellv's system enhancements to convert old 2G network to 4G. The ub�rade to 4G will allow our Citv staff to continue to monitor, service and maintain Bigbelly waste and recvcle containers. Page 1 of 3 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 Section 2: Exemption Justification Please indicate which exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions. a procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality; a procurement necessary to preserve or protect the public health or safety of the municipality's residents; a procurement necessary because of unforeseen damage to public machinery, equipment, or other property; a procurement for personal, professional, or planning services; a procurement for work that is performed and paid for by the day as the work progresses; a purchase of land or a right-of-way; X a procurement of items that are available from only one source, including: a purchase of rare books, papers, and other library materials for a public library; �aving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; a public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; a payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; _personal property sold: (A) at an auction by a state licensed auctioneer; (B) at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; (C) by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or (D) under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; Services performed by blind or severely disabled persons; Goods purchased by a municipality for subsequent retail sale by the municipality; electricity; or advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Code Comnliance Solid Waste Litter Abatement Team is res�onsible for the monitoring and servicin� of over 70 BigBellv waste and recvcle containers staged throu�hout the Citv of Fort Worth. With recent Bigbellv system enhancement un�rades from 2G to 4G network for the B�X "Clean" monitoring software, we are in need of un�raded network boards which can only Page 2 of 3 DocuSign Envelope ID: F454137C-9D4D-4D5D-B45F-02362F7D6AD6 be provided by Bi�v. We are requestin� the amount of $20,000.00 to cover 70 new u r�g aded network boards. This fundin� will also provide for other needed operations and up�rade equipment such as batteries, sensors, harnesses that are specific to the Bigbellv containers that are supplied bv Bi�y. The u��rades will allow our staff to continue its efficient monitoring of all Bigbelly waste and recvcle units for the pur�ose of servicing, re�airs, and operational needs. Per the vendor, every sin�le component, minus hardware, is a custom made component that they designed and can only be purchased throu�gBelly. The board specificallv is a custom desi_�ned board whose footprint fits onlv Big Bellv's machine. Its technolog,y, comnonents, and software are IP protected and will onlv work when activated in the Big Bellv factor� Section 3: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? � Yes or No Was there anything not included on this form or attached hereto that was relied on in making this determination? Yes or �No If yes, please explain: APPROVED: �l T,,,,�;ka UV;ll;ams Assistant City Attorney February 3, 2021 Page 3 of 3