HomeMy WebLinkAboutContract 56232 City Secretary Contract No. 56232
FORT WORTH .,
SERVICES AGREEMENT
Presbyterian Night Shelter- UPSPIRE
This SERVICES AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its
duly authorized Assistant City Manager, and Presbyterian Night Shelter of Tarrant County UPSPIRE
PROGRAM ("Contractor"), a Non- Profit Organization and acting by and through its duly authorized
representative, each individually referred to as a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B —Price Schedule;
4. Exhibit C—Chapter 252 Exemption Form; and
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A, B and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services. Contractor shall provide labor, material, and equipment to provide
collection and removing trash and litter from the designated site indicated on the attached map,Attachment
A-Map,also known as the Lancaster Corridor,for the City("Services"),which are set forth in more detail
in Exhibit"A,"attached hereto and incorporated herein for all purposes..
2. Term. This Agreement begins on the date that the Assistant City Manager signs this
Agreement ("Effective Date") and expires one year from the Effective Date unless terminated earlier in
accordance with this Agreement("Initial Term"). City will have the option, in its sole discretion,to renew
this Agreement under the same terms and conditions,for up to Five (5) one-year renewal option(s) (each a
"Renewal Term").
3. Compensation. City will pay Contractor in accordance with the provisions of this
Agreement,including Exhibit`B,"which is attached hereto and incorporated herein for all purposes. Total
compensation per year, including each renewal year, under this Agreement will not exceed Ninety
Thousand Dollars and No Cents($90,000.00). Contractor will not perform any additional services or bill
for expenses incurred for City not specified by this Agreement unless City requests and approves in writing
the additional costs for such services. City will not be liable for any additional expenses of Contractor not
specified by this Agreement unless City first approves such expenses in writing. There is no guarantee
Vendor Services Agreement—Presbyterian Night Shelter-
UPSPIRE OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
express or implied as to the minimum quantity of work that the City is obligated to provide or the minimum
compensation to be paid under this Agreement.
4. Invoicing.
4.1 Submitting Invoices. All invoices should be submitted directly to the requesting
department. It is the responsibility of the Contractor to get the name of the
responsible person,telephone numbers and address of the department at the time
the service is requested. The requesting department is required to issue a release
number to the Contractor during this process.
4.2 Proper Invoice. A properly prepared invoice shall be typewritten or computer
printed and shall include the Contractor's name and federal tax-identification
number, invoice number, address, date,location and service description,unit
price, extended cost, City issued purchase order and release number. Incomplete
or inaccurate invoices may result in delayed payments, as they shall be returned
to the Contractor for correction and re-submittal.
4.3 Corrected Invoice. The Contractor shall submit corrected/revised invoices within
seven(7) calendar days of notification from the City.
4.4 Unpaid Invoice. Unpaid invoices and/or appeals for service performed
throughout the fiscal year(October 1 - September 30)must be resolved within 30
days of the City's new fiscal year.No previous year invoices will be paid after
October 30th.
4.5 Additional Documentation. When submitting monthly invoices, Contractor will
be required to provide documentation which states the compensation (wages and
benefits) and assistance (room and board,meals,clothing,training, etc.) that was
provided to the homeless and formerly homeless individuals for the payment
month. Failure to provide such information may result in termination of the
agreement.
5. Termination.
5.1. Written Notice. City or Contractor may terminate this Agreement at any time and
for any reason by providing the other party with 30 days' written notice of termination.
5.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Contractor of such occurrence and this Agreement will terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
5.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Contractor for services actually rendered up
to the effective date of termination and Contractor will continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
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Upon termination of this Agreement for any reason, Contractor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. hi the event
Contractor has received access to City Information or data as a requirement to perform services
hereunder, Contractor will return all City provided data to City in a machine readable format or
other format deemed acceptable to City.
5.4 Right to Assurance. Whenever the City has reason to question the Contractor's
intent to preform,the City may demand that the Contractor give written assurance of Contractor's
intent to perform. hi the event a demand is made,and no assurance is given within ten(10)calendar
days,the City may treat this failure as an anticipatory repudiation of the contract.
5.5 Unsatisfactory Performance. If the Contractor fails to perform according to the
terms of this Agreement, the Department head or his/her designee may notify the Contractor, in
writing, of its failures. A meeting may be arranged to discuss the deficiencies or a written cure
notice to the Contractor may be delivered to the Contractor,which provides the Contractor fourteen
(14) calendar days to cure any deficiency. If the Contractor continues with unsatisfactory
performance, the City may terminate the Agreement in accordance with section 5 of this
Agreement.
6. Disclosure of Conflicts and Confidential Information.
6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has
made full disclosure in writing of any existing or potential conflicts of interest related to
Contractor's services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to
City in writing.
6.2 Confidential Information. Contractor, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
6.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Contractor. It will be the responsibility of Contractor 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.
6.4 Unauthorized Access. Contractor must store and maintain City Information in a
secure manner and will not allow unauthorized users to access,modify,delete or otherwise corrupt
City Information in any way. Contractor must notify City immediately if the security or integrity
of any City Information has been compromised or is believed to have been compromised,in which
event, Contractor will,in good faith,use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
7. Ri2ht to Audit. Contractor agrees that City will,until the expiration of three (3)years
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after final payment under this Agreement, or the final conclusion of any audit commenced during
the said three years,have access to and the right to examine at reasonable times any directly pertinent books,
documents,papers and records,including,but not limited to,all electronic records,of Contractor involving
transactions relating to this Agreement at no additional cost to City. Contractor agrees that City will have
access during normal working hours to all necessary Contractor facilities and will be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
City will give Contractor reasonable advance notice of intended audits.
8. Independent Contractor. It is expressly understood and agreed that Contractor will
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement, Contractor will have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, Contractors, and subcontractors. Contractor acknowledges that the doctrine of
respondeat superior will not apply as between City, its officers, agents, servants and employees, and
Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further
agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City
and Contractor. It is further understood that City will in no way be considered a Co-employer or a Joint
employer of Contractor or any officers,agents,servants,employees,contractors,or subcontractors. Neither
Contractor,nor any officers,agents, servants, employees, contractors, or subcontractors of Contractor will
be entitled to any employment benefits from City. Contractor will be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees,
contractors, or contractors.
9. Liability and Indemnification.
9.1 LIABILITY-CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
9.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES, FR OM AND A GAINS T AN Y AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS,ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
9.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Contractor 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
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arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Contractor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Contractor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Contractor in doing so.In the event City,for whatever reason,assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Contractor will fully participate and
cooperate with City in defense of such claim or action. City agrees to give Contractor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
will not eliminate Contractor'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, Contractor will, 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 modification
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 Contractor terminate this Agreement,and refund all amounts paid to Contractor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
10. Assignment and Subcontracting.
10.1 Assignment. Contractor will not assign or subcontract any of its duties,obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment,the assignee will execute a written agreement with City and Contractor under which
the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement.
Contractor will be liable for all obligations of Contractor under this Agreement prior to the effective
date of the assignment.
10.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Contractor referencing this Agreement under which subcontractor agrees
to be bound by the duties and obligations of Contractor under this Agreement as such duties and
obligations may apply. Contractor must provide City with a fully executed copy of any such
subcontract.
11. Insurance. Contractor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
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11.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Contractor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease;policy limit
11.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
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(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Contractor has obtained all
required insurance will be delivered to the City prior to Contractor proceeding with
any work pursuant to this Agreement.
12. Compliance with Laws, Ordinances,Rules and Regulations. Contractor agrees that in
the performance of its obligations hereunder,it will comply with all applicable federal,state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. This includes,
but is not limited to,all Federal, State, County,and City Agencies,Administrations and Commissions such
as the Environmental Protection Agency(EPA), Occupational Safety and Health Administration(OSHA),
and the Texas Commission on Environmental Quality (TCEQ). hi the event any law, regulation or
ordinance becomes effective after the state of this Agreement,the Contractor(s) is required to comply with
new policy. Any mandates requiring the City to comply with new guidelines will also require the
Contractor(s) to comply. If City notifies Contractor of any violation of such laws, ordinances, rules or
regulations, Contractor must immediately desist from and correct the violation.
13. Non-Discrimination Covenant. Contractor, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY
CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
14. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY: To CONTRACTOR:
City of Fort Worth Presbyterian Night Shelter of Tarrant County,
Attn: Assistant City Manager Upspire Program
200 Texas Street Attn: Kristen Ham
Fort Worth,TX 76102-6314 2400 Cypress St.
Facsimile: (817) 392-8654 Fort Worth,TX 76102
Phone: (817) 632-7954 ext 7602
With copy to Fort Worth City Attorney's Office at
same address
15. Solicitation of Employees. Neither City nor Contractor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
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whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
16. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
17. No Waiver. The failure of City or Contractor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's
or Contractor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
18. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
19. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
20. Force Maieure. City and Contractor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court,board, department,commission, or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
21. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
22. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
23. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
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executed by an authorized representative of each party.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warranty of Services. Contractor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed.hi such event,at Contractor's
option,Contractor will either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming
services.
26. Immigration Nationality Act. Contractor must verify the identity and employment
eligibility of its employees who perform work under this Agreement,including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Contractor will provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Contractor employee who is not legally eligible
to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, OR AGENTS. City, upon written notice to Contractor, will have the right to
immediately terminate this Agreement for violations of this provision by Contractor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides, and documentation that are created,published, displayed, or produced in
conjunction with the services provided under this Agreement(collectively, "Work Product"). Further,City
will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right,title and interest
in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade
secret, and all other proprietary rights therein,that City may have or obtain,without further consideration,
free from any claim,lien for balance due,or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Contractor.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
29. Change in Company Name or Ownership. Contractor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Contractor or authorized official must sign the letter. A letter
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indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change,copy of the
board of director's resolution approving the action,or an executed merger or acquisition agreement. Failure
to provide the specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement
is for less than $100,000,this section does not apply. Contractor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Agreement, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2)will not
boycott Israel during the term of the Agreement.
31. Prohibition on Bovcottin2 Ener2y Companies. Contractor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Contractor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during
the term of the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274
of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes, "electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
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34. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains
the entire understanding and agreement between City and Contractor, their assigns and successors in
interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
(signature page follows)
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City Secretary Contract No.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By Valerie Washington(Aug30,202112:02 CDT) this contract,including ensuring all performance and Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Aug 30 2021
Date: 2021 By: OneiI Johnson tAug27,2021 13:25 CDT)
Name: Oneil J. Johnson
APPROVAL RECOMMENDED: Title: Code Compliance Superintendent
APPROVED AS TO FORM AND LEGALITY:
By: Robert Smouse(Aug 27,202113:42 CDT)
Name: Robert Smouse
Title: Assistant Director— Solid Waste Services
By:
Name: Christopher Austria
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
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By: RonaldP.Gonzales.AUng City S—Uy(Aug D,2'2115:12 T) Form 1295:N/A
Name: Mary Kayser aba�FORT�n
Title: City Secretary ���o°°°°°°°o�Y�d�d
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CONTRACTOR:
Presbyterian Night Shelter- Upspire
By:
Name: Kristen Hamm
Title: VP of Workforce &Career Development
Date: Aug 26, 2021 20
Vendor Services Agreement—Presbyterian Night Shelter-
UPSPIRE OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
1.0 DEFINITIONS
1.1 MAINTENANCE SCHEDULE shall equate to the number of litter cycles completed per
seven(7) day weeks and be a total of 14 per week or 15 per week that includes a City recognized
holiday.A litter cycle shall be considered complete when litter has been removed from the work
site per these specifications and all litter is deposited in the Contractor's designed dumpster for
pickup. Litter removal shall be performed during daylight hours, seven(7) days per week. The
Contractor shall provide uninterrupted performance of work on successive working days,
exclusive of inclement weather,until the completion of all of the items of work specific to litter
removal in the Contract are completed.
1.2 CONTRACT ADMINISTRATOR shall mean the duly authorized representative of the Code
Compliance Solid Waste division who shall monitor the Contractor's performance.
1.3 GONDOLA shall mean a litter collection container used for moving full trash bags that hold
approximately five (5) 55 gallon plastic bags of litter/trash and equal to 1.5 cubic yards.
1.4 INCLEMENT WEATHER shall mean heavy rain/snow or icy weather conditions and
determined by the City's inclement weather closure policy.
1.5 IN-KIND PROJECT ACTIVITY shall mean the specific activities outlined by the Contractor,
which will be completed at no cost to the City in addition to the requested scope of work. Each
in-kind project activity shall be clearly described and include a projected cost for the Contractor
that could be verified by the Contract Administrator as needed.
1.6 OZONE ACTION DAYS shall refer to the period from May 1st through October 31st(Ozone
Season) of each year,when ozone levels are critical. These days are determined by the Texas
Natural Resource Conservation Commission and are announced via television, radio, and Texas
Department of Transportation highway information boards. Contractors are not to use any
motorized equipment between the hours of 6 a.m. and 10 a.m. on these days,unless the
equipment uses propane, diesel or compressed natural gas as a fuel source or meets California Air
Resources Board(CARB) Revision No. 2, standards.
1.7 RIGHT-OF-WAY(ROW) -A narrow length (can be up to twelve feet(12') from the edge of
the street curb) of land, street, roadway, alley, sidewalk, or other property that provides a lawful
route that may be used by the public.
1.8 TRASH AND LITTER shall mean any debris within the project area and right-of way
indicated on Exhibit A—Map and including,but not limited to furniture,appliances,tires,
construction material,paper,plastic, cans,bottles (including broken glass), cardboard, rags, limbs
and branches smaller than four(4) inches in diameter, rocks, cigarette butts,bottle caps and other
similar solid materials and foreign debris which is not intended to be present as part of the right-
of-way and landscape. Any illegal dumping should be reported to the Contract Administrator. An
illegal dump site shall be defined as a single pile of debris larger than three (3)cubic yards or the
size of a refrigerator.
Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE Page 13 of 25
1.9 SUPERVISION OF WORK CREW-Contractor shall provide supervision of all work crews
while performing work under this Agreement. On-site supervision is not required as long as
communication equipment is provided which enables the work crew to communicate with a
project supervisor at all times. Each work crew shall have a designated person on the work site
that has the authority to respond to inquiries about work details or priorities.
2.0 SCOPE AND LITTER REMOVAL
2.1 Contractor, shall provide all necessary labor,material,and equipment to provide
collection and removing trash and litter from the designated site indicated on the attached
map,Attachment A -Map, also known as the Lancaster Corridor,for the City of Fort
Worth (City).
2.2 Contractor shall be in good standing with the City of Fort Worth. Contractor shall have
no outstanding tickets,warrants,liens or other legal obligation prior to work assignments.
2.3 Contractor shall furnish all necessary equipment for the satisfactory performance of the
work.
2.4 All litter shall be bagged and removed at least twice a day, seven(7) days a week from
the designated site and at least three (3)times a day on City holidays. All litter
accumulated by the Contractor shall be removed from the site and placed into the
Contractor's commercial dumpster to be serviced by a City designated Waste Contractor.
2.5 The Contractor shall supply the Contract Administrator the weekly(Monday through
Sunday)total litter volume collected by the close of business each Monday following the
preceding week,by one of the following standards to be selected by Contractor:
2.5.1 Number of 55 gallon trash bags,
2.5.2 Number of 96 gallon carts,
2.5.3 Number of 1.5 cubic yard gondolas or
2.5.4 Number of cubic yards.
2.6 The Contractor shall inspect and compact loose trash in trash containers (indicated on
Attachment A—Map)placed in the area to help prevent materials from blowing out
before the next service and contact the City's Call Center at 817-392-1234 to inform the
City which containers are completely full and need to be serviced earlier than next
scheduled collection.
2.7 The Contractor shall submit a monthly invoice that reports the number of gondolas of
trash and litter collected during the month.
2.7.1 NOTE: FAILURE TO MEET THE CONTRACT REQUIREMENTS ON MORE
THAN TWO (2) LITTER CYCLES PER WEEK WITHIN THE PRESCRIBED LITTER
REMOVAL SCHEDULE MAY RESULT IN A PRORATED REDUCTION OF
PAYMENT AND/OR THE TERMINATION OF THE AGREEMENT.
Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE Page 14 of 25
2.8 The Contract Administrator has the authority to request additional scheduled litter
collection cycles on an as needed basis. All additional litter cycles shall be completed in a
timely fashion and reported to the Contract Administrator upon completion.
2.9 The Contractor shall be notified of all additional litter cycle requests. The City reserves
the right to perform litter removal operations during any periods if the Contractor cannot
complete the cycle or whenever is warranted.
2.10 Litter pickup and disposal shall be measured by the total unit number of predefined bags,
carts,gondolas or cubic yards collected from the designated site on a monthly basis.
Measurement shall be made weekly and monthly,and such monthly measurement shall
include removal and disposal of all litter from the designated work site. Measurement
shall be included on the Contractor's monthly invoice.
Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE Page 15 of 25
ATTACHMENT A-MAP
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Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE Page 16 of 25
ATTACHMENT A—MAP (CONTINUED)
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LITTER SWEEP ROUTE Aggregate Container FORT WORTH.
Big Belly
Lancaster Corridor Litter Sweep Route
0 0.25 0.5
5.34 Miles Total CODE COMPLIANCE
Miles both sides of street
Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE Page 17 of 25
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Collection,removal and disposal of litter shall be paid for at a monthly unit price of$6,210,which shall
be full compensation for mobilization and performance of the work in accordance with the stipulations,
provisions and requirements of the Agreement. In addition,the Contractor shall receive a monthly unit
price of$1,289.18 for the established average monthly disposal reimbursement for the disposal cost of
collected litter based on$3.25 per estimated cubic yard(or equivalent of three (3) full 55 gallon trash
bags, one and three fourth(1 3/4)full 96 gallon carts or one two thirds (2/3) full gondola).
Vendor Services Agreement—Presbyterian Night Shelter—
UPSPIRE Page 18 of 25
EXHIBIT C
EXEMPTION FORM
Fo'*Iq o`
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions:Fill out the entire form with detailed information.Once you have completed this form,
provide it to the Purchasing attorney for review.The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1:General Information
Requesting Department: Code Compliance Solid Waste Division
Name of Contract Manager: Oncil Johnson
Department's Attorney: Christa Revnolds-Solid Waste&lor Christopher
Austria-Code
Item or Service sought:
Goods: n
Service:
Anticipated Amount S90,000
Vendor: Presbyterian Night Shelter-UPSPIRE
Current/Prior Agreement for item/service: Yes ❑ No ❑
CSC or Purchase Order#: BID#16-0406/PO#3041
Amount: $50,000
Projected M&C Date: NIA
How will this item or service be used? Service will include litter cvcles of twice daily and
14 cvcles per week or 15 per week that includes a Citv recognized holiday. The litter cycle will
include litter collection from the work sites along East Lancaster Cooridor{from Riverside west
to Lancaster intersection west of I-35&railroad overpasses. All litter and debris collected will
be dcsposcd of in Contractor's designed dumpstcr for pickup. Litter and solid waste removal will
be performed during daylight hours,seven days per week. The Contractor shall provide
uniterrupted performance of work on successive working days-exclusive of inclement weather,
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Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE Page 19 of 25
the completion of all of the items of work specific to litter removal in the Contract are
completed.
Section 2: Claimed Exemption and Justification(Other than sole source)
NOTE-For a claimed sole-source exemption,complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
II A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
n A procurement necessary because of unforeseen damage to public machinery,
equipment,or other property;
n A procurement for personal,professional,or planning services;
II A procurement for work that is performed and paid for by the day as the work
progresses;
II A purchase of land or a right-of-way;
n Paving drainage,street widening,and other public improvements,or related matters,if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
II A public improvement project; already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
n A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C,Chapter 212;
n Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subehapter F,
Chapter 17,Business&Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government;or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
n Services performed by blind or severely disabled persons;
n Goods purchased by a municipality for subsequent retail sale by the municipality;
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n Electricity;or
n Advertising,other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this fortn.Service is necessary to preserve and
protect the public health or safety of the City of Fort Worth residents,due to the heavy
accumulation of food,trash,solid waste,and debris associated with high homelessness
population,which harbours and feeds rodents. This poses a health hazard to pedestrians and
local businesses along the E Lancaster cooridor. The daily collection prevents the the
accumulation of food and trash along the roadside which begins to create a nuisance,attract
vectors and putrid smell which is a source of frequent complaints.
Section 3:Claimed Sole-Source Exemption and Justification
NOTE-For any non-sole-source exemption,complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
n*A procurement of items that are available from only one source,including:
• items that are available from only one source because of patents,copyrights,
secret processes,or natural monopolies;
• films,manuscripts,or books;
• gas,water,and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials;and
• management services provided by a nonprofit organization to a municipal
museum,park,zoo,or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
[EXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES(RESEARCH,
COMMUNICATIONS,DOCUMENTATION)]
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
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Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE Page 21 of 25
[SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSION]
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service(e.g. compatibility or patent issues,etc.).
[DESCRIBE THE UNIOUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE
SOURCE]
Section 4:Attornev Determination
With the facts provided by the department,is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? M Yes ❑No.
Was there anything attached to this form that was relied on in making this determination?
M Yes ❑No.
If yes,please explain:Detailed scope of work in separate attachment.Email exchange
with law department disussing history of contract/service and applicable exemption.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑Yes ❑No.
If yes,please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? N Yes ❑No.
Will the contract require special terms? ❑Yes No.
Will the contract require review by the department attorney? M Yes ❑No.
Approved By:
Date: 5.18.21
TIdylor Paris/Jessika Williams
Assistant City Attorney
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EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
1. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services;solid waste collection and disposal;and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
2. A procurement necessary because of unforeseen damage to public machinery,equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old,worn out roofs or windows would not meet this exception.
3. A procurement for personal,professional,or planning.services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal definition of this term, however, "several cases suggest
that it... is `predominately mental or intellectual,rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160
S.W. 2d 102(Tex. Civ. App. Eastland 1942,no writ). The Texas Attorney General has
also opined that"professional services"no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning,skill,and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service.Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source,you should
not consider price or time to receive the good or service.A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
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can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty;purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
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EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Presbyterian Night Shelter of Tarrant County, Upspire Program
2400 Cypress St.
Fort Worth, TX 76102
Phone: (817) 632-7954 ext 7602
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,
amendment or change order on behalf of Contractor. Such binding authority has been granted by proper
order,resolution,ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name: Kirsten Ham
Position: Vice President of Workforce and Development
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Toby Owen
T 27,20211144 CDTJ
Signature of President/CEO
Other Title:
Date: Aug 27, 2021
Vendor Services Agreement—Presbyterian Night Shelter—UPSPIRE OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX