HomeMy WebLinkAboutContract 58382 City Secretary Contract No.CSC No.58382
FORT WORTH,
"'141
CONTRACTOR SERVICES AGREEMENT
This CONTRACTOR 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 THE PRESBYTERIAN NIGHT SHELTER
OF TARRANT COUNTY,INC. ("Contractor"),a Texas nonprofit corporation,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 Contractor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—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, and 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 collect and stage trash, litter, debris and volunteer
vegetation at designated and predetermined sites as well as "hot-spot" sites reported by litter crews (the
"Services") as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all
purposes.
2. Term. This Agreement shall begin on October 26,2022 ("Effective Date") and expire on
October 25,2023 (`'Expiration Date"),unless terminated earlier in accordance with this Agreement("Tnitial
Term"). City will have the option, in its sole discretion,to renew this Agreement under the same terms and
conditions, for up to four(4) 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`13,"which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed One Million Nine-Hundred Fourteen Thousand
Five-Hundred Twenty Dollars and 00/100 (S1,914,520.00). 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.
OFFICIAL RECORD
CITY SECRETARY
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4. Termination.
4.1. Written Notice. City may terminate this Agreement at any time and for any reason
by providing the other party with 30 days' written notice of termination.
4.2 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.
4.3 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.
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. In 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. Disclosure of Conflicts and Confidential Information.
5.1 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.
5.2 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.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify 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.
5.4 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
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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.
6. Ri2ht to Audit. Contractor agrees that City will, until the expiration of three (3) years
after final payment under this Agreement, or the final conclusion of any audit commenced during the said
three years, have access to and the right to examine at reasonable times any directly pertinent books,
documents,papers and records, including,but not limited to,all electronic records, of 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.
7. 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 subcontractors.
S. Liability and Indemnification.
8.1 LIABILITY- CONTRACTOR WILL 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
CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SER VANTS AND EMPL 0 YEES, FR OMAND A GAINST ANYAND ALL CLAIMS OR
LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND 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.
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8.3 INTELLECTU4L PROPERTY INDEMNIFIC4TION- 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
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.
9. Assienment and Subcontracting.
9.1 Assiinment. 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.
92 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.
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10. 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:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$4,000,000- 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
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 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.
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(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(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.
IL 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. If City notifies
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor must immediately
desist from and correct the violation.
12. 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.
13. 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 parry by United States Mail, registered, return receipt requested,
addressed as follows:
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To CITY: To CONTRACTOR:
City of Fort Worth Presbyterian Night Shelter of Tarrant County, Inc.
Attn: Assistant City Manager UPSPIRE Program
200 Texas Street Attn: Kirsten 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
14. 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,
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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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
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hinders the Parry'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.
20. Headings not Controllin6. 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.
21. 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 its exhibits.
22. Amendments /Modifications /Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. 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.
24. 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.In 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.
25. Immiiration 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 (1-9). 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.
26. 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
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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.
27. 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.
28. Chanee 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
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents tiled 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.
29. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement
is for less than 5100,000, 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.
30. Prohibition on Boycottin6 Energy 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.
31. Prohibition on Discrimination Aeainst 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
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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.
32. 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.
33. 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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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
this contract, including ensuring all performance and
By: Valerie,Washington(Nov 3,202210:31 CDT)
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Nov 3, 2022 Leici�cd �
Date: 2022 By: Leticia Cordero(Nov 1,202211:39 CDT)
Name: Leticia Cordero
APPROVAL RECOMMENDED: Title: Code Compliance Supervisor
APPROVED AS TO FORM AND LEGALITY:
By: CMW(Na D2211:40 T)
Name: Cody Whittenburg
Title: Code Compliance Assistant Director By:
d F foR] 11� Name: Matthew A. Murray
ATTEST: '°°........
°° °° °a
;moo ° °°°9°o Title: Assistant City Attorney
Pam° M
ass o=d
144 n p5 4 d CONTRACT AUTHORIZATION:
TAnno to S. GOadAff M&C: 22-0855 (October 25, 2022)
By: Jannette S.Goodall(Nov4,2022 15:58 CDT) Form 1295: 2022-933674
Name: Jannette S. Goodall
Title: City Secretary
CONTRACTOR: OFFICIAL RECORD
The Presbyterian Night Shelter of Tarrant County,Inc. CITY SECRETARY
By:
Name: Kirsten Ham FT. WORTH, TX
Title: VP of Workforce and Career Development
Oct 31, 2022
Date: 2022
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City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
I. This Agreement with The Presbyterian Night Shelter of Tarrant County, Inc. (Contractor) is for collecting
and staging trash, litter, debris, and volunteer vegetation at designated and predetermined sites as well as
"hot-spot"reported sites by litter crews. The Contractor will communicate with the City of Fort Worth Code
Compliance Environmental Protection Division for trash disposal when a right-of-way or lot cleanup is
completed and trash is ready for collection, as well as provide a before and after digital date-stamped
photograph for visual proof of completion.
2. Unit prices shall include all costs associated with the specified work, including but not limited to handling,
delivery, fuel charges, fees and certifications fees.NO ADDITIONAL CHARGES WILL BE ACCEPTED
OR PAID BY THE CITY.
3. Any services that have been omitted from this scope of service that are clearly necessary or in conformance
shall be considered a requirement although not directly specified or called for in the scope of services.
4. GENERAL REQUIREMENTS
a. The Contractor shall be responsible for collecting,staging and/or removing the trash,litter,debris,
and volunteer vegetation from approved neighborhood revitalization project sites (vacant or
occupied properties)and additional"hot spot"reported sites to be determined within the City limits
of Fort Worth.
i. Contractor will also assist with cleanups regarding homeless camps, and nuisance and
property maintenance.
b. This work should be scheduled and completed by crews working an established and scheduled time
period supporting forty(40)hours per week.
c. Areas/Locations will include:
i. Rights-of-Way(ROW)and Expanded Rights-of-Way(See Definition Below);
ii. Vacant Lots(See Definition Below);and
iii. Occupied Properties if they will be involved with moving debris from backyard to front
collection point similar to Nuisance Abatement cases(See Definition Below).
d. The Contractor shall furnish all necessary equipment for the satisfactory performance of the work.
e. All loose trash,litter, debris, and volunteer vegetation shall be bagged, staged on site or removed
from the designated site at the completion of the ROW, expanded ROW or lot cleaning (unless
mutually agreed upon by both parties).
f. All trash, litter,debris,and volunteer vegetation accumulated by the Contractor shall be staged on
site at specific collection points or removed from the site and delivered to the City's Southeast
Landfill for disposal.
g. The Contractor shall supply the Contract Administrator the weekly(Monday through Sunday)total
trash, litter and, debris volume collected upon request by the close of business each Monday
following the preceding week,by one of the following standards to be selected by Contractor:
Contractor Services Agreement Page 12 of 1S
The Presbyterian Night Shelter of Tarrant County,Inc.
City-Wide Litter Abatement
i. number of 55-gallon trash bags or similar;
ii. number of 96-gallon carts;
iii. number of 1.5 cubic yard gondolas;or
iv. number of cubic yards.
In addition, the Contractor will provide a listing of all individual sites completed and
cleaned along with a before and after digital date-stamped photograph,visually confirming
date completed.
h. The Contractor shall inspect and compact loose trash in public trash containers within the area(if
they exist)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.
i. The Contractor shall provide services and workmanship required to furnish a complete and
functional job for the City,whether shown, included or implied in the specifications to meet the
conditions of the Agreement.
j. The Contractor shall furnish able-bodied personnel, who shall be appropriately dressed for the
assignment, and be no less than 18 years of age and possess a valid government identification.
k. No overtime will be paid by the City.
I. The Contractor shall Prepare payroll checks, make all necessary deductions and pay all taxes and
insurance required by Federal,State,and Local laws.The Contractor accepts full responsibility for
the payment of wages, compensation and benefits to personnel. The Contractor accepts
responsibility for payment of all taxes,assessments, fees,and fines that may be due and owing to
any Local, State or Federal government agencies.
in. The Contractor shall,to the extent permissible by the law,conduct a background check on all
temporary workers sent to the City and provide copies of such background checks to the City
upon request.
n. The Contractor shall ensure that no temporary worker shall arrive on City premises with any type
of firearms or weapons,drugs,or alcohol.
o. The Contractor shall provide workers who possess the necessary skills,knowledge, and ability to
perform the jobs into which they are to be placed. Assigned workers must possess the ability to
deal effectively and courteously with the public, and the ability to verbally communicate
effectively with others.
p. The Contractor shall be responsible and liable for the safety, injury and health of its working
personnel while assigned personnel is performing their duties on City property.
q. The Contractor shall have an established office in the Dallas/Fort Worth metroplex(no exceptions)
during the term of this Agreement. The Contractor shall maintain this office and be accessible to
assigned personnel.This office shall also be designated as the location for dispersing payroll checks
to the personnel.
r. The Contractor shall appoint one (1) person who is an employee of the Contractor who will be
responsible for this Agreement and who will be the liaison between the City and Contractor.
Contractor Services Agreement Page 13 of 1S
The Presbyterian Night Shelter of Tarrant County,Inc.
City-Wide Litter Abatement
s. The Contractor shall describe,in writing,what immediate action it will take to replace laborers that
do not meet job expectations.
t. NOTE: FAILURE TO MEET THE CONTRACT REQUIREMENTS ON MORE THAN TWO
SCHEDULED WORK DAYS PER WEEK WITHIN THE PRESCRIBED SCOPE OF WORK
MAY RESULT IN A PPRORATED REDUCTION OF PAYMENT AND/OR THE
TERMINATION OF THE AGREEMENT.
5. ACCEPTANCE OF WORK-The Contractor shall submit a monthly invoice that reports the number of
bags of litter collected,number of lots cleaned, and miles of rights-of-way cleaned during the month.
a. The Code Compliance Department's Contract Administrator has the authority to request additional
unscheduled"hot spot" sites be cleaned of trash, litter, debris and volunteer vegetation on an as-
needed basis and with at least 12 to 18 hours advance notice.All additional sites shall be completed
within 24 hours of notification and reported to the Contract Administrator upon completion.
b. The Contractor shall be notified of all additional litter collection requests. The City reserves the
right to perform litter removal operations during any periods if the Contractor cannot complete the
work or whenever is warranted.
c. 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.
6. INVOICING REQUIREMENTS
a. A properly prepared invoice shall be computer printed and shall include, at a minimum, the
Contractor's name,invoice number,invoice date,remit to address,location and service description,
unit price, total cost, and City's complete purchase order number (FW023-0000001234).
Inaccurate invoices may result in delayed payments,as they shall be returned to the Contractor for
correction and re-submittal.
b. The Contractor shall submit corrected/revised invoices within seven (7) calendar days of
notification from the City.
c. Unpaid invoices and/or appeals for service performed throughout the fiscal year
(October I - September 30) must be resolved within 30 days of the City's new fiscal year. No
previous year invoices will be paid after October 30"of the current year.
d. Basis of Payment: Collection and removal of litter shall be paid for at monthly Contract fee(based
on entire team working a standard 40 hours per week,or prorated by actual hours worked per week
in case of partial work weeks),which shall be full compensation for mobilization and performance
of the work in accordance with the stipulations,provisions and requirements contained herein.
7. DEFINITIONS
a. MAINTENANCE SCHEDULE shall equate to five days a week with the exception of City
Holidays. 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.
b. CONTRACT ADMINISTRATOR shall mean the duly authorized representative of the Code
Contractor Services Agreement Page 14 of 1S
The Presbyterian Night Shelter of Tarrant County,Inc.
City-Wide Litter Abatement
Compliance Department Solid Waste Division who shall monitor the Contractor's performance.
c. 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.
d. INCLEMENT WEATHER shall mean heavy rain/snow or icy weather conditions and determined
by the City's inclement weather closure policy.
e. 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.
f. OCCUPIED LOTS/PROPERTIES—Properties currently occupied that need cleaning through the
removal of trash and debris due to a Building Standards Commission or Nuisance Abatement
Order.This work would be done with City staff supervision,as occupied properties require a search
warrant to be pulled prior to work commencement.
g. OZONE ACTION DAYS shall refer to the period from May 1 st through October 31 st (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.
h. RIGHTS-OF-WAY(ROW)—A narrow length(can be up to twelve feet(12')perpendicular 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.
i. RIGHTS-OF-WAY (EXPANDED) — Same as Rights-of-Way but can be up to 25 feet
perpendicular from the edge of the street curb.
j. TRASH AND LITTER shall mean any debris within the project area and rights-of-way to be
determined by the City 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.
k. 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 that 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.
1. VACANT LOTS —Unoccupied properties that need cleaning through the removal of trash and
debris due to a Building Standards Commission,Nuisance Abatement Order or similar.
m. VOLUNTEER VEGETATION—Unwanted,unplanted and/or unsightly grass or weeds that grow
between cracks in sidewalks or adjacent to signs.
Contractor Services Agreement Page 15 of 1S
The Presbyterian Night Shelter of Tarrant County,Inc.
City-Wide Litter Abatement
n. WORK CREW shall mean one complete crew of one(1)designated leader or supervisor(providing
authority to direct crew members and supervise the completion of the assigned site clean-up) and
five(5)additional operational staff members.
o. ACCEPTANCE OF WORK: The Contractor shall submit a monthly invoice that reports the sites
cleaned and number of gondolas of trash(or similar),litter,and debris collected during the month.
Contractor Services Agreement Page 16 of 1S
The Presbyterian Night Shelter of Tarrant County,Inc.
City-Wide Litter Abatement
EXHIBIT B
PAYMENT SCHEDULE
Description Estimated Unit of Unit Price Estimated Total
Ouantity Measurement Amount
Crew Member Billing Rate 71,585.00 Hours $21.00 $1,503,258.00
Supervisor Billing Rate 18,000.00 Hours $22.00 $396,000.00
Supervision Fee I Annually $15,000.00 $15,000.00
Total compensation under this Agreement will not exceed One Million Nine-Hundred Fourteen
Thousand Five-Hundred Twenty Dollars and 00/100 ($1,914,520.00)
Contractor Services Agreement Page 17 of 1S
The Presbyterian Night Shelter of Tarrant County,Inc.
City-Wide Litter Abatement
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
The Presbyterian Night Shelter of Tarrant County, Inc.
2400 Cypress St.
Fort Worth, Texas 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 Career Development
f—
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Toby Owen
Z2b Owemr
TOb�n(Nov 1,2022 08:35 CDT)
Signature of President/CEO
Other Title:
Date: N OV 1, 2022
Contractor Services Agreement Page 18 of 18
The Presbyterian Night Shelter of Tarrant County,Inc.
City-Wide Litter Abatement
11/3/22,2:06 PM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT WO RTII
Create New From This M&C
DATE: 10/25/2022 REFERENCE**M&C 22- LOG NAME: 23CONTRACTED CITYWIDE LITTER
NO.: 0855 ABATEMENT CREWS
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with The Presbyterian Night Shelter of
Tarrant County, Inc. for City-Wide Litter Abatement for a Total Annual Amount of Up to
$1,914,520.00 and Authorize Four One-Year Renewal Options for the Same Annual
Amount
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with The
Presbyterian Night Shelter of Tarrant County, Inc. for City-wide litter abatement for a total annual
amount of up to $1,914,520.00 and authorize four one-year renewal options for the same annual
amount.
DISCUSSION:
A primary goal of Fiscal Year (FY) 2023 is to promote a clean and safe City. The Code Compliance
Department is seeking to help address litter in the community by increasing litter abatement services.
Expanding from three contracted litter abatement crews to ten contracted litter abatement crews has
been identified as one of several measures to assist the community in achieving this goal. City-wide
litter abatement crew services are necessary to protect the public health and safety of the City's
residents and are exempt from statutory bidding requirements. However, the Code Compliance
Department issued a Request for Proposals (RFP)to formalize an agreement for contracted, City-wide
litter abatement crew services. Under the proposed agreement, the vendor will provide labor, materials
and equipment for the collection of trash and litter removal from areas across the City of Fort
Worth. The RFP consisted of detailed specifications describing the vendor's responsibilities and
requirements to provide these services.
The RFP was advertised in the Fort Worth Star-Telegram and the City received one bid. Staff
recommends awarding the contract to The Presbyterian Night Shelter of Tarrant County, Inc. with
four, one-year options to renew.
The Code Compliance Department reviewed the pricing and found pricing to be fair and reasonable.
No guarantee was made that a specific amount of services would be purchased. Ten litter abatement
crews are planned during FY 2023 and, under this agreement, up to fourteen litter abatement crews
may be made available. This agreement supersedes and will replace the existing agreement for
three City-wide litter abatement crews.
Funding is provided through the Environmental Protection Fund.
AGREEMENT AND RENEWAL TERMS: Upon City Council's approval, this agreement shall begin
upon execution and will include four, one-year options to renew. The renewals do not require specific
City Council approval as long as sufficient funds have been appropriated.
DVIN BE: A waiver of the goal for Business Equity subcontracting requirements was requested, and
approved by the DVIN, in accordance with the applicable Ordinance, because the purchase of goods
or services is from sources where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously
apps.cfwnet.org/council_packet/mc review.asp?ID=30408&councildate=10/25/2022 1/2
11/3/22,2:06 PM M&C Review
appropriated, in the Environmental Protection Fund to support the approval of the above
recommendation and execution of the agreement. Prior to any expenditure being incurred, the Code
Compliance Department has the responsibility to validate the availability of fund.
TO
Fund Department Account Project Program Activity Budget Reference# I Amount
Ls ID ID , Year , (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office by, Valerie Washington (6199)
Originating Department Head: Brandon Bennett(6322)
Additional Information Contact: David B. Carson (6336)
ATTACHMENTS
23CONTRACTED CITYWIDE LITTER ABATEMENT CREWS Waiver.pdf (CFW Internal)
FID Table-Contracted Citywide Litter Abatement Crews.xlsx (CFW Intemal)
FUNDS AVAILABLE-23 CONTRACTED CITYWIDE LITTER ABATEMENT.DOCX (CFW Internal)
Presbyterian Night Shelter of Tarrant County; UpSpire 09-19-22.pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc review.asp?ID=30408&councildate=10/25/2022 2/2
Contractor Services Agreement Presbyterian
Night Shelter.
Interim Agreement Report 2022-11-04
Created: 2022-11-04
By: Sarah.Czechowicz@fortworthtexas.gov
Status: Out for Filling
Transaction ID: CBJCHBCAABAAu2tVGgfaRrdOrQirSmfs5i09pFUMVCr1
Agreement History
Agreement history is the list of the events that have impacted the status of the agreement prior to the final signature.A final audit report will
be generated when the agreement is complete.
"Contractor Services Agreement Presbyterian Night Shelter." His
tory
Document created by Sarah.Czechowicz@fortworthtexas.gov
2022-11-04-1:57:26 PM GMT-IP address:204.10.91.100
Document emailed to Melissa Brunner(melissa.brunner@fortworthtexas.gov)for approval
2022-11-04-1:58:19 PM GMT
Document approved by Melissa Brunner(melissa.brunner@fortworthtexas.gov)
Approval Date:2022-11-04-7:29:12 PM GMT-Time Source:server-IP address:204.10.90.100
Document emailed to Allison Tidwell (allison.tidwell@fortworthtexas.gov)for filling
2022-11-04-7:29:13 PM GMT
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