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HomeMy WebLinkAboutContract 55779DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 CSCO NO. 55779 F�RT WQRTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Wastequip, LLC ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal corporation. 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— Terms and Conditions; 3. Exhibit B— Seller's Quote, Scope of Services or Purchase Order; 4. Exhibit C— Cooperative Agency Contract (Sourcewell Contract #041217-WQI) 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. In the event of a conflict between Exhibit A— Terms and Conditions and Exhibit C— Sourcewell Contract #041217-WQI, then Exhibit A— Terms and Conditions shall control, but only to the extent allowable under the Sourcewell Contract #041217-WQI. City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with the provisions of this Agreement. Total payments made under this Agreement by the City shall be in the amount up to not to exceed One Hundred Thousand DollaYs and Na Cents ($100,000.00) per year. 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 a term beginning on Apri130, 2021 and ending on July 7, 2021 in accordance with the cooperative agreement. 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. (Signature Page Follows) OFFICIAL RECORD CITY SECRETARY FT. W�RTH, TX DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 ACCEPTED AND AGREED: CITY OF FORT WORTH ucrlerie wAsHivr tovr By. Valerie Washington (MaV �, 2021 09:11 CDTI Name: Valerie Washington Title: Assistant City Manager APPROVAL RECOMMENDED: �obe�� S�ro�e B�7: RobeiYSmouse(May7_7,207_71258CDT) J Name: Robert Smouse Title: Assistant Director ATTEST: By: �y U U e� 0 Name: Mary Kayser Title: City Secretary For Vendor: 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. e,�•L T GG� RubenA.Diaz(May27,202ll230C I By: Name: Ruben Diaz Title: Code Compliance Superintendent APPROVED AS TO FORM AND LEGALITY: ✓YN � i�r��� ?`l.I/�D'L /" G� .p,4'd����� B. ChristopherA stria (May 28, 2021 09:09 CDT) �p'OFoF�R��ad Name: Christopher Austria 0 �>o 0��0� Title: Assistant City Attorney ~° °�d �oo o *_� CONTRACT AUTHORIZATION: da °°0000000°° � M&C: _N/A �a� TEXpSo.o�Q' Date Approved: WASTEQUIP, LLC DocuSigned by: By: � �� Name: Larry Harvey Title: V - , s Form 1295 Certiflcarion No.: OFFICIAL RECORD CITY SECRETARY FT. W�RTH, TX DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 EXHIBIT A CITY OF FORT WORTH TERMS AND CONDITIONS Termination. 1.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either parry commits a material breach of this Agreement, the non-breaching Parry must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out. In the event no funds ar insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the partions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendar far services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information ar data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts. Vendar hereby warrants to the 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 the City in writing. 2.2. Confidential Information. The City acknowledges that Vendar may use products, materials, ar methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendar, far itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third parry without the prior written approval of the City. 2.3. 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 subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 notify Seller. It will be the responsibility of Seller 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. 2.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the 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 shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such infarmation from further unauthorized disclosure. Ri�ht to Audit. 31. Vendor agrees that the Ciry shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the Ciry. Vendor agrees that the Ciry 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. The City shall give Vendar not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractar involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative ar employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its of�cers, agents, servants, employees, contractars and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its ofiicers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a parmership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractars of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment beneiits from the City. Vendar shall 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 ar subcontractars. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR 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) DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, 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 VENDOR'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 VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. 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 shaIl not apply if City modi�es 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 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 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 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, Vendor shall 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 shall 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 restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modi�cation does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 5.4. 6. Assi�nment and Subcontractin�. 6.1. Vendor shall not assign or subcontract any of its duties, obligations ar rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendar and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractar shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 City with a fully executed copy of any such subcontract. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1. L 1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 7.1.3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, of�cials, agents, and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the Ciry of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 7.2.4. 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. DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certi�cates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws, Ordinances, Rules and Re�ulations. Vendar agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notiiies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendar, for itself, its personal representatives, assigns, subcontractors and successars in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall 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 Vendar, its personal representatives, assigns, subcontractars or successars in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fart Worth TX 76102 Facsimile: (817) 392-xxxx With Copy to the City Attorney at same address TO VENDOR: Wastequip, LLC Attn: o,�a,-o��, szc�i ��a Qcn , one: - - (Bid Dept) 841 Meacha Road Statesville, NC 28677 800-424-0422 Ext 0958 11. Solicitation of Emplo.�. Neither the City nor Vendor shall, 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. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendar to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15. Severabilitv. If any provision of this Agreement is held to be invalid, illegal ar unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of CounseL The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entiretv of A�reement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the 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. 21. Counterparts. This Agreement may be executed in one or mare counterparts and each counterpart shall, for all purposes, be deemed an ariginal, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's ariginal signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and confarm 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 shall 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 the City to Vendor for the nonconforming services. 23. Immi�ration Nationalitv Act. Vendor shall 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 shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND H D CITY HARMLESS FI�Z ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH Y VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendar. 24. No Bovcott of Israel. If Vendor has fewer than 10 employees ar the Agreement is for less than $100,000, this section does not apply. Vendar acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written veri�cation 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 Addendum, T�endor certifies that T�endor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 25. Survival of Provisions. The parties' duties and obligations pursuant to sections related to Duties and Obligations, Disclosure of Conflicts and Confidential Information, Right to Audit, and Liability and Indemni�cation shall survive termination of this Agreement. DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 ��� �������I� �XHIBIT B 8521 FM 850, Tyler, TX, 75705 P H ON E: 903-405-4475 WQ-10185983 Sell To: Contact Name Ruben A. Diaz Bill To Name City of Fort Worth Bill To 100 Throckmorton St Ste 700 Fort Worth, TX 76102-2837 USA Email Phone Quote Information Salesperson ru ben.alejandrodiaz@fortworthtexas.gov (817) 229-8571 Heath Cowgill Salesperson Email hcowgill@wastequip.com Salesperson Phone 469-207-0797 Ship To Name Ship To Created Date Expiration Date Quote Number City of Fort Worth 7801 W. Cleburne Fort Worth, TX 76133 USA 3/15/2021 3/29/2021 WQ-10185983 Please Reference Quote Number on all Purchase Orders DOOR HINGES 40 Cubic Yard Heavy Duty Rectangular Roll Off Container 22' Long - Floor: ON THE LEFT Container 1/4" with 3" structural channels on 18" centers and 6" x 2" x 1/4" Structural SIDE, opposite - TX - of standard 154693 Tubing Main Rails, Walls: 12 gauge with side columns on 24" centers and 3" x 4" x 11 gauge Top Rails, Primed and Painted any Standard Color PAINT CODE 6768 Payment Terms Net 30 Days if credit has been established Shipping Terms FOB Origin Additional Information Subtotal Shipping Tax Grand Total $80,160.00 $1,755.00 $0.00 $81,915.00 10.00 I $8,016.00 I $80,160.00 Additional Terms Our Quote is a good faith estimate, based on our understanding of your needs. Subject to our acceptance, your Order is an offer to purchase our Products and services in accordance with the Wastequip Terms & Conditions of Sale ("WQ T&C") located at: https://www.wastequip.com/terms-conditions-of-sale, as of the date set forth in Section 1(b) of the WQ T&C, which are made a part of this Quote. These WQ T&Cs may be updated from time to time and are available by hard copy upon request. Additional Pricing is based on your anticipated Order prior to the expiration of this Quote, including product specifications, quantities Information and timing. Any differences to your Order may result in different pricing, freight or other costs. Due to volatility in petrochemical, steel and related Product material markets, actual prices and freight, are subject to change. We reserve the right, by providing notice to you at any time before beginning Product manufacturing, to increase the price of the Product(s) to reflect any increase in the cost to us which is due to any factor beyond our control (such as, without limitation, any increase in the costs of labor, materials, or other costs of manufacture or supply). Unless otherwise stated, materials and container sizes indicated on sales literature, invoices, price lists, quotations and delivery tickets are nominal I �ont�dCt#fl4t217-�I DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 ��� �������I� 8521 FM 850, Tyler, TX, 75705 P H ON E: 903-405-4475 WQ-10185983 sizes and representations — actual volume, Products and materials are subject to manufacturing and commercial variation and Wastequip's practices, and may vary from nominal sizes and materials. All prices are in US dollars; this Quote may not include all applicable taxes, brokerage fees or duties. If customer is not tax exempt, final tax calculations are subject to change. Special Contract Sourcewell-Pricing & Product offerings are based on the Sourcewell Co-Operative Contract with Wastequip, LLC Information (#041217, eff. 7/7/17), and such Contract terms & conditions are incorporated herein by reference. Pricing & Product (& related) changes may occur at any time with proper documentation, & subject to Sourcewell approval; therefore, offerings may change without written prior notice. Wastequip Product Limited Warranties, Disclaimers, Limitation of Liability & Remedies, & Limited Warranty Provisions apply to all purchases thereunder. Signatures Accepted By: Company Name: Date: Purchase Order: Please Reference Quote Number on all Purchase Orders �onlraCt � �4 � 21 7 • ti1VQ I DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 �1it�IBI7' C Farm C Canpa��} Name CtCr'P'I'[ONS'i0 1'RUI'OSAI„ T�'R�YI5 COn'DITIOVS AND SOL�JTIONS R� U�51' W�SiEClulp. �.L.0 :�%�`: • .,, �JPA�� �y: '-i% 3b Airy exceptions [a tl�e terms, canditians, specific�tiarrs, or pi•oposal forr�-is contained in tl�is RFP m�ist be x�o[ed in writing and included �vitl� the Proposer's respai�se. Tf�a Proposec acl;notivledges tt�at tlie exceplions listed n�ay or may noC �e acce�ted by I�'JP� or included in tl�e �inal contract. NJPA ivill make reasonable erfnrts to accnn�madate the iistea exceptions and may cla� ify the exce�}tians in the appropriate section bel��v. DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 Contract Award RRP #0412IZ FORM D f;� ; � FormaI Offerin� of Proposal '������� ,�+�. (Ta be comp�eted only by the Propaser} �`=�� ;SOLID WASTE AND RECYCi�ING COLLECTION AND TRANSPORT EQ[3IPMENT WITH RELA3'ED EQLTIPMENT, SUPPLIES, AND ACCESSQRI�S '': In compiiance wit� the Request for Proposal {RFF) far 50LID WASTE AND RECYCLING COT�LECTION AND TRANSPOR'F EQUIPM�NT WITH AELATED EQUIPMENT, SUPPLIES, AND ACCESSORL�.S, the undersigned wa�rants that thE Proposer has exami�ed this RFP and, being familiar with all of tl�e ins��actSozas, terzzas and canditions, generaI and #echnicaF speci�cations, sales and sezvice expectations, and any special terms, agrees to furnish the de€ined products and related services in fuSl cornpliance witY� all terntis and condi#ions af this RFP, any applicable ainendme�ts of this RFP, and all �roposer's response documentatEon. The Proposer �uther understands that it accepts the ftill responsibility as the soie source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subconh-actors used ko fuifill this proposal. Company Name: `Nastequip, tLC Date: 04-10-2017 Campany Address: (Corporate Location} 6525 Morrison Blvd., Suite 300 ���y. CF�arloi#e Contact Person: Steve Authazized Signature: State: �C ���; 2821'[ Title: �F� Klueq, CFO (Name printed or typed) 37 DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 FORN1 � CONTRAC�' ACC�PTANCE AND AiNARD ��µuM�Nr ,W � y� �[� Fo �``'G T � T �v � � * �JI'A * , �atlueul fuiu� r,iw•crs nn4ucr . v� *** sx� ��V$pU1�CNA�HG�Q�, Q {Top pori'ion of Ihis form will be completed by NJPA if the vendor is awarded a cantracf. Tt�e vendor should cornplef� th� vendor autharized sigr►atures as part of the RFP respon5e.j NJPA Contr�cl I�: 04127 7'-WQI Proposer's fu11 legal name: Wastequip, l�LC Based on N]PA's ev�luattan oi your prapasal, you have been awcsrder� o canfiroct. As an awardeci vendor, yau agree to p�ovfde the products ancf senrices cor�falned in your praposai and io m�et oli of the terms and condNions s�t forfh in this �FP, tn any vmendrneitfs to this RFF, and in dny excep4ions that pre pccepted by NJPA. Th� �ffective daie of #he Caniracl wi11 be �uly 7, 207 7 and will expire on Jufy 7, 2021 (no ioter than fhe laier ai faur years fram the expirotion dple oi the curre�tly awarded confiract or fot�r y�ars from ihe date Ihat ihe NJPA Chief Procuremenf Otficer c�wards ihe Confiract}. Thi� C�ntract rr�ay be exSer�ded for a�ffih year a1 NJPA's discrefior�, NJPA Au�horizeci Signatures: Jeremy Schwartz r1J I3i CT�R f] Qr�P€f;A-T rr CT5 (�lr��t� PR1MfED ;.?k T'rP�DI AN�JP � R:. �Er �1lJ�E CharJ Coauette N.�FA EXECUitU� []IR C.ft"?R/(-EO SiGlJkilJi2E (�IAr1E P�IfJ€C� Q� IYPEC}� Awarded an .1uly 6, 20U NJPA Contraet �` 441217-W49 Vendar Authorized Signutures: The Vendor here�y accepts this Confracl award, including ali accepfed exceptions t�nd omendmersfis. Vendor Name Wastequip, LLC Author3zed Signatary's iitte VCNDt7R r1UfHt`�P.IZt�(] S�GN:iTa_S#2[ CFO Steve Klueg �l�r�1�L9l� PKINI�wI.� (�h' IY;'!_L'�) ' Executed on July 8 , 20 17 (� NlPA Contract # 041217-WQI DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 �'orm F > �' ` ;i'�: • .�`\ i- , PROPOSER ASSURANC� OF COMPLIANCE ;�::,�JpA`'`�} �?�_*�;"k #.".:,j; Proposal Af�davit Signature Page PR�POS�R'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"}, swears that the following s#afeinents are true to the best of his or her know[edge. 1, The Proposer is sub�nitting its proposal under its true and correct name, the Proposer has been properly ariginated and legally exists in good standing in its st�te of residence, the Proposer possesses, or wiil passess before delivering any products and related services, all app3icable licenses necessary for such delivery to N7PA me�nbers agencies. The undersigned affinns that he or she is authorized to act on behalf o#', and to legally binc� the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agree�ment or arrangement with any other vendor or supplier, any of�cial ar employee of N7FA, or any person, firrn, or corporation under coni�act with NJPA, in an ef�ort to influence the pricing, tenns, or conditions relating to this RFP in any way #hat adversely affects the free and open competition for a Contract award under this RFP, 3. The Proposer has examined and understands the ten�s, conditions, scope, contract apportunity, specifications request, and other documents in this solicitation and affiz-ms that any and all exceptions have been noted ir� writing and have been inciuded with the Proposer's RF'P response. 4. The Proposer wi11, if awarded a Contract, provide ta NJPA Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with th.e Proposer-offered specifications, and with the other documents in this solicitation. 5. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to N.TPA Members. Unless otherwise agreed to, the Propaser inust provide only new and first-quality products and reiateci services to NJPA Mernbers under an awarded Contract. 6. The Proposer will comply with al] applicable provisions of federal, state, and local laws, regulations, rules, and ordez-s. 7. The Praposer understands that NJPA wil] reject RFP proposals that are �narked "confidential" {or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, al� proposals are considered nanp��blic data until the evaluation is complete and a Contract is awarded. At that point, propasals generally become public data. Minnesota Statute § 13.37 pern�its anly certain narrowly defined data to be considered a"trade secret," and thus nonpublic daca under Minnesota's Data Practices Act. 8. The Pro�oser understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indernnify NJPA for reasonable measures that NTPA takes to uphold such a data designation. [The rest of this page has been left intentionally blank. Signature page �elow] 39 DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 By signing below, Praposer is acknowledging that he or she has read, understands, and agrees to cnm�ly with the terms and conditions s�ecified above. Campan.y Name: WastequiP, LLC Address: (Corparate Location) 6525 Morrison Blvd., Suite 306 CitylState/Zip; Char[otte, NC 28211 'Felephone Nurnber: ��4-366-7140 E-mail Addzess� MJenkir�s@wastequip.com Autharized Signature: Autharized Name {printed} Title: CFO Date: 04-10-2017 Steve Klueg Natarized LIND5AY ANHE HOWARD Not�ry Pu6lic [�ecktanbe�rq Ctiunty North Carolina My Commissivn Expires Apr 5, 2021 �ubscribed and sworn to before me this �� day of �� , 20 �� Notary Public in and for t�e County af r U'���-Vui��U � State of J 7�1 My commission expires� ���1 �" f/� „..Y. Siguature: .� � N n O > c W C a1 � U O � �� - � � W � � � � � , � � Q z O u d z cv O O i � z � G __ � Yi a � E ro° s " a m � 3 "c t 3 _ ° � a n � z � 4 3 � L _ y � � - L° 3 - a `a _ - t n V - � _ n a � p ` � V w � 4 �° E ` - v -�° � � 3 - � : m �' � - c !^ 3 � � W m � 0. _ C F - . O E o C � � G E`o a 3 'o - � m c '" - e _ ' ? 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("Vendor"}. WHEREAS, Vendor was awarded an NJPA Contract for Solid Waste and Recycli�lg Collection and Transport Equipment with Related Equipinent with Related Equipment, Supplies, and Accessories eff'ective July 7, 2017, uutil .1uly 7, 2021, relating to t�le provision of services by Vendar to NJPA and its Me�llbers; WHEREAS, both parties agree that certaii� terins within the contract shall be updated and amended; anc� WHEREAS, Vendor and NJPA desire to amend the Agreeinent oiily to the extent as hereunder provided. NOW, THEREFORE, in consideration of the mtitual cot+enants and agreeinents desc�-i�aed in this An�endment, the �arties he�•eby agree as follows: Farm P: Pa��ment Terms, Warran�y, Products and Services, Pricing and Delivery, and Industry-Specific Questions — Pricing, Delivery, Audits, and Administrative Fee, Question #9 in the Vendor's Response to the above-mentioned Request for Praposal, the following portion of the response shall be amended as follaws to reflect changes and detailed clarification in the precing discaunt ranges 1�ercentage discounts: Wastequip is offering the below division specific prici�lg discount ranges: • Wastequip Steel Products — Steel Pric� Guide pricii�g is Iisted as New Special National Pricing. • Wastequip Technical Praducts — Technical Products Price Gt�ide pricing is listed as List Price. Wasteqifip is offering a 2% up to 2D% off Catalog List Price. • Galbreath Mobi�e Products — Mobile Products Price Guide pricing is listed as List Price. Wastequip is offering a 2% up ta 20°/fl off Catalo� List Price. • Toter Residential Products — Tater Residential Price Guide pric�ng is listed as New Special National Pricin�. • Toter Pro Products — Toter Pro Price Guide pricing is Iistecl as Net NJPA Price. DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 2. Except as ainended by tl�is �nendment, the Agreement shall remain in fiill force and effect. TN WITNESS WHEREOF, the parties have executed this Agreeinei�t as of tl�e date hereof. Natioual Joint Yower Wastequip, LLC DocuSigneQ py: Y X�""'_' 1� _ Cl A� Authorized Sign�ture — Signed �PPi4i�fZ�,°c'���gnature — Signed By Chad Coauette Name — Printed B �arry Narvey Y Nam.e — �'rinted Title Exec�itive Director 1 CEO Date � � Appro as r Foz•� and Content x � NJPA Legal Department TItle Vice President - Finance, Steel 7an-31-201$ Date Page 2 of 2 DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 EXHIBIT D �► � ► : � �_ : : � : u ► 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 afiiliation 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 ar 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://www. ethics.state.tx.us/forms/CIQ.pdf. 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. 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. 1 Name of vendor who has a business relationship with local governmental entity. Wastequip LLC z ❑ 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. None 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. None A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? � Yes X� No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? � Yes X� No 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. None 6 ❑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 � 5-26-21 Signature of ve or doing busi s with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 DocuSign Envelope ID: EE169801-A202-46A5-AEA5-ED5A2ED2D8C7 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ 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) A vendor 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 Revised 11/30/2015 www.ethics.state.tx.us