HomeMy WebLinkAboutContract 56034 CSC No. 56034
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and SOUTHWEST TEXAS
EQUIPMENT DISTRIBUTORS, INC DB/A MISSION RESTAURANT SUPPLY COMPANY
a Texas corporation ("Vendor") to purchase a walk-in cooler condenser, evaporator and
installation under a cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents")which shall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—BuyBoard Contract 598-19 ("Cooperative Contract");
3. Schedule C —Quote dated 5/27/21 (Job 9 13766) ("Quote"); and
4. Schedule D— Conflict of Interest Questionnaire.
All the Schedules which are attached hereto and incorporated herein are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Schedules the Fort Worth
Agreement shall control, but only to the extent allowable under the Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed TEN THOUSAND ONE HUNDRED AND TEN
DOLLARS ($10,110.00) per year.
The Coop Purchase shall become effective upon the signing of the Coop Purchase by an
Assistant City Manager of the City (the "Effective Date") and shall expire September 30, 2021,
unless terminated earlier in accordance with the provisions of the Agreement or otherwise
extended by the parties.
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
Digitally signed by Jesus J.
Jesus J. Chapa Chapa administration of this contract, including
Date:2021.07.15 13,01,23
By: -05'00' ensuring all performance and reporting
Name: Jay Chapa requirements.
Title: Deputy City Manager
Date: Jul 11 , 2021
By:
Approval Recommended: Name: Cynthia SHTano
Title: Acting Assistant Director
Digitally signed by Michael E Crum Approved as to Form and Legality:
By: Michael E Crum Date:2021.06.22 09,40,32-05'00'
Name: Michael E Crum
Title: Director, Public Events Department Tyler Wallach Digitally signed by Tyler Wallach
Date:2021.07.11 06:30:12
By: -05'00'
Attest: Name: Tyler Wallach
Title: Assistant City Attorney
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By: Ronald P.Gonzales,Acting City Secretary(Jul 191107'.3�7C ) M&C: n/a
Name: Mary Kayser Aa4�FOAT��a
Title: City Secretary O�°°°°°°°°°°spa
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SOUTHWEST TEXAS EQUIPMENT
DISTRIBUTORS,INC.,D/B/A MISSION
RESTAURANT SUPPLY COMPANY, a
Texas Corporation
By: ga'o'le' .� s.�
Name: Jack6fewis
Title: CEO
Date: 6-17-2021
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX
Schedule A
1. 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 party commits a material breach of this Agreement, the non-
breaching Party 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 or 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 portions of the payments herein agreed upon for which funds have been
appropriated.
1.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for 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 or 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.
2. Disclosure of Conflicts and Confidential Information.
2.1. Disclosure of Conflicts.Vendor 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 Vendor may use products,
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materials, or 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. Vendor, for 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 party 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 subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary,City shall promptly 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 information from further unauthorized disclosure.
3. Right to Audit.
3.1. Vendor agrees that the City 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 City. Vendor agrees that the 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. The City shall give Vendor 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
subcontractor 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.
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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 or 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 officers, agents, servants, employees,
contractors and subcontractors. Vendor acknowledges that the doctrine of respondent superior shall not
apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership 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 subcontractors of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits
from the City. Vendor 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 or subcontractors.
5. 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) 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 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 INFRINGEMENT.
5.3.1. The Vendor 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 8C 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.
Cooperative Purchase Page 5 of 17
5.3.2. Vendor 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.
5.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any
part thereof, in accordance with this Agreement, it being understood that this
agreement to indemnify, defend, settle or pay shall not apply if the City modifies or
misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment
for claims or actions against the City pursuant to this section 8, 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 the 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 the City for
infringement arising under this Agreement,the City shall have the sole right to conduct
the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the 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, the City's
assumption of payment of costs or expenses shall not eliminate Vendor'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, Vendor 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 Vendor, terminate this Agreement, and refund all amounts paid to Vendor
by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY
THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS
AGREEMENT.
6. Assignment and Subcontracting.
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6.1. Vendor shall not assign or subcontract any of its duties,obligations or 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 Vendor 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
subcontractor 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 City with a
fully executed copy of any such subcontract.
7. 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:
7.1.1.1. 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 Coverage 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. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
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7.1.5. Technology Liability(Errors & Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
7.1.5.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
7.1.5.3. Coverage shall include, but not be limited to, the following:
7.1.5.3.1. Failure to prevent unauthorized access;
7.1.5.3.2. Unauthorized disclosure of information;
7.1.5.3.3. Implantation of malicious code or computer
virus;
7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
7.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
7.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements.Technology
coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of
liability. Any deductible will be the sole responsibility of the Vendor and
may not exceed $50,000 without the written approval of the
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City. Coverage shall be claims-made,with a retroactive or prior acts date
that is on or before the effective date of this Agreement. Coverage shall
be maintained for the duration of the contractual agreement and for two
(2)years following completion of services provided. An annual certificate
of insurance, or a full copy of the policy if requested, shall be submitted
to the City to evidence coverage; and
7.1.5.3.7. Any other insurance as reasonably requested by
City.
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,
officials, 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 City 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.
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. Certificates 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 Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor
of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
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correct the violation.
9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors 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 Vendor, its personal representatives,
assigns, subcontractors or successors 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: TO VENDOR:
City of Fort Worth Southwest Texas Equipment Distributors, Inc
Attn: Deputy City Manager Attn: Jack Lewis, President
200 Texas Street P.O. Box 10310
Fort Worth TX 76102 San Antonio,TX 78210
Facsimile: (817) 392-8654
With Copy to the City Attorney
at same address
11. Solicitation of Employees. 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 Vendor 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.
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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. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
16. Force Maieure. 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. Entirety of Agreement. 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 more counterparts and each
counterpart shall, for all purposes, be deemed an original, 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 original signature is not delivered.
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22. Warranty of Services. Vendor warrants that its services will be of a professional 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 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. Network Access.
23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply a Network Access Agreement.
23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC") ex National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal
Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration
of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department,
under this Agreement, Vendor shall comply with the Criminal Justice Information Services
Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau
of Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public
Safety and the United States Attorney General.
24. Immigration Nationality 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 (1-9). Upon request by City, Vendor shall provide City with copies of all 1-9
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 will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 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 Vendor.
25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,services
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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 commence the resolution process and 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 in Tarrant County,Texas, 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. The mediator shall be
agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees;
however, the parties shall share equally in the costs of the mediation. 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. Notwithstanding the fact that the parties may be attempting to resolve
a dispute in accordance with this informal dispute resolution process, the parties agree to continue
without delay all of their respective duties and obligations under this Agreement not affected by the
dispute. Either party may, before or during the exercise of the informal dispute resolution process set
forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary
injunction where such relief is necessary to protect its interests.
26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor 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 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 Addendum, Vendor certifies that Vendor'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.
27. Reporting Requirements.
27.1. For purposes of this section, the words below shall have the following meaning:
27.1.1. Child shall mean a person under the age of 18 years of age.
27.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
Cooperative Purchase Page 13 of 17
output, processing, storage, or communication facilities that are connected or related to
the device.
27.1.4. Computer technician means an individual who, in the course and scope
of employment or business, installs, repairs, or otherwise services a computer for a fee.
This shall include installation of software, hardware, and maintenance services.
27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician
as defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the
discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip
Line at the National Center for Missing and Exploited Children.The report must include the name
and address of the owner or person claiming a right to possession of the computer, if known, and
as permitted by law. Failure by Vendor to make the report required herein may result in criminal
and/or civil penalties.
28. 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 Indemnification shall survive termination of this Agreement.
Cooperative Purchase Page 14 of 17
Schedule B
hLtps:Happ.bLiyboard.com/Shop/Vendors/Details?ld=2058
Cooperative Purchase Page 15 of 17
chpdule C }
Qu
RESTAURANT SUPPLE'
os{z} 1
Project: From:
City of Fort Worth Convention Mission Restaurant Supply-Dallas
Center Jon McLean
1201 Houston Street 15970 N Stemrnons Frwy
Gary Auvensh ire @ 817-392-2565 Dallas,TX 75234
Fort Worth,TX 75102 972-230-5000 2919 Konta ct)
Jab 16eference Number.13766
Buy Board 598-19
Item vty Description Sell Sell TOMI
1 2ea WALK I"CONDENSER 51,756L25 $3r51250
Rol Model No_PC99MOP2E
WaIk In Cffndenser-PC99MOP2E
PCHM0P2E 208vJiphs,PRECHARGED R404A CONDENSER
tea 4YR EXT.WAR RAMTYCOMPRES5OR $188.75 $37750
rMM TOTAL: S%B913A0
2 2 ea WALK IN EVAPORATOR 51,610L00 $3x4JOU
RID I Model No.AM261171ECPPR4
Walk In Eva pnratorAM261171ECPPR4
EVAPORATOR 115u,2 fan W f LL5&DI DG ITAL TEMP CONTROLLER
rTEM TOTAL: $3,2X.00
3 2ea WALK IN CON DENSERIEVAPORATOR INSTALLATION $1,500.00 S3JOOOJOD
Mission Restaurant Supply Model No.WALK IN CONLIENSER}EYAP
INSTALL
Walk in Condenser/Evaporator Installation
Replace walk-in Cooler refrigeration evaporator,condenser and
copper
line set with insula#ion_
fTEM TOTAU $3XWJ00
Merchandise $10,110J00
Tota I $10,110J00
City of Fort Worth Conven#ion Center
Cooperative Purchase Page 16 of 17
Schedule D
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. OFFICE USE ONLY
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.
f'lIssit'1i (z-6SiftVP-"f 5UPPI-
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
4j 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?
Yes 1-1 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 F7No
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.
s
❑ 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
61 (6 12d21
gn re v n oing business with the governmental entity Date
Form provided l0a ics Commission www.ethics.state.tx.us Revised 11/30/2015
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 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) 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