HomeMy WebLinkAboutContract 60176City Secretary Conlract No. 60176
FORT WORTH.,,
VE, NDOR SERVICES AGRE4 RMENT
This VENDOR SERVICES AGREEMWNT ("Agreement") is -made and entered into by and
between the CITY OF FORT WORT11("City"), a Texas hoarse rule municipal corporation and Gershman,
Brickner & Bratton, Inc. ("Vendor"), a Maryland corporation, each individually referred to as a "party"
and collectively referred to as the "parties."
AGREEMENT I)OCUMFNTS:
The Agreement documcnts shall include the following.
1. This Vendor Services Agreement;
2., Exhibit A— Scope of Services;
3. Exhibit B — Price Schedule; and
4, Exhibit C —Verification of Signature Authority Form,
Exhibits A, 8 and C, which are sttnclied hereto and incorporated heroin, are made a part of this Agreement
for all purposes. lit 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. scave I Sq isra,. Consultant hereby agrees to provide the City with Solid 'Waste
consulting services, specifically financial itaditing of residential hauling contractors. Exhibit "A," - Scope
of Services more specifically describes die services to be provided hereunder,
2. Term, This Agreement shall begin on the date signed by the Assistant City Manager below
(" E feDtive hate') and shall expire eight (8) weeks from that date, ("Expiration Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term"). City shall have; the option, in its sole discretion,
to renew this Agreement under the saine terms and conditions, for up to one (1) eight (8) week renewal
option.
3. (:pmnensatiaj City shall pay Vendor an amount not to exceed twenty thousand dollars
($20,000.00) in accordance with the provisions of this Agreement and pxlubil " 9," Payment Schedule,
which is attached hereto and incorporated herein for all purposes. Vendor shall not perform any additional
services for the City not specified by this Agreement unless the City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all
invoices of Vendor within thirty (30) days of receipt of such invoice.
4. T-erntipf.ltion_._
4.1. WrittenNgtice._ City or Vendor may terminate this Agreement at any tintc and for
any reason by providing the other party with 30 days' written notice of termination,
—-
Vendor Services Agreement Page 1 of 17
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Sectetary Contract No. 60176
4.2 Non-anorooriation ofy E, In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrance and this Agreement shall 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
tothe portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Oblieations of the Parties. In the event that this Ag ment is
terminated prior to the Upiration Date, City shall pay Vendor for services actually rendered up to
the effective dW of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. in the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
ttjLEgM&t§ and (�oafl&utial Inf n „q
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement, in the event that any conflicts of interest arise after the Effective Date of this
Agreement, 'V'cndor hereby agrees immediately to make -full disclosure to City in writing.
5.2 Confidbntlal in&Ma_d=Vendor, for itself and its officers, agents and employees*
agrees that it shall treat all inforntation provided to It by City ("City Information's as confldeniial
and shall not disclose any such itItorMation to a third party without the prior written approval of
City.
5.3 Public Information A.ct. City is a government entity under the laws of the State of
Texas and all documents held or maintai nod by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to subiWtreasons abjocting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney Genet'al of the State of Texas or by a court of competent
jurisdiction.
5A Unauthorized Acdem Vendor shall store and maintain City Information in a'secure
manner and shall, not allow unauthorized users to. access, modify, dQlvte or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what ir►forrnation has been accessed by unauthorized means and sball fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rl t Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during, the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
elating to this Agreement at no additimial cost to City. Vendor agrees that Lily shall have access during
-!� - Page 2 of 17
Vendor Setvices Agreemcal
City Secretary LontrantNo. 60176
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Indenoodent Conlractorr. It is expressly understood and ag'tced that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agetit, representative or amployee of City, Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondear superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shell be
construed as the orcation of a partnership or joint enterprise between City and Vendor, It is further
understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any
otYicers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, Wets,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.
Vendor sWl be responsible and liable for any and all payinent and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or subVendor.
. Lin bility and Indemnification,,
8,1 LL[4RILITK- V NDOP SHALL BE TIABLE AND RESPONSIBLE FOR ANY
AND ALL PRO ERT'Y LOSS, PROPERTY .DAMAGE AND/OR PERSONAL INJURi✓,
11vCLUDTNG DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER,
WU, THER REAL OR ASSERTED, TO THE EXTENT CAUSED By TIJE NEGLIGENT
ACT(S) OR OMISSIONS), 16it4LFEASANCE OR INTEN'T10)VAL MISCONDUCT or
VENDOR, ITS' OFFICERS, AGENTS, SERVANTS OR EMPLOYEES:
8.2 GENERAL INDEi?NIFIGATIOIV - VENDOR HEREBY COVENANTS AND
AQWES To INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTSAND EMPLOYEES, FRONANDAGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYHIND OR CHARACTER, "ETHER AEAL OR ASSERTED, FOR
EITgER PROPERTY DAMAGE OR LOSS ANDIDR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PEp SONS, ARISING OUT OF OR IN CONNECTION NTH
THIS AGREEMENT, TO THE EXTENT CAUSED By THE NEGLIGENT ACTS OR
0MI&IONS OR MALFEASANCE OF' VENDOR, ITS OFFICER", AGENTS, SERVANTS
OIt EMPLOYEES.
8.3 1Y,TELLE'CTUAL pRoPERTY INDEUNIF.rCATIOly — Vendur agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patept, copyright, trade murk, trade secret, or similar property right
arising from City,s use of the software and/or documentation in accordance with this
Agreement, it beiing understood that this agreement to defend, settle or pny shall not apply if
City modifies or misases the software and/or documentation. $o long us Vendor Bears the
cost and expense of payment for claims or actions against City pursuant to tins section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, avid City agrees to cooperate
with Vendor In doing so. In the event City, for whatever reason, nsaltmes the responsibility
Page 3
pf 17
Vendor Ser-Aces Agreoment
City Sucrotary Contract Na. 60176 _ -.
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action, with copies of all papers City May receiva relating
thereto. Notwithstanding the foregoing, City's Assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement. if the software
andlor documentation or any part thtr'eof is held to infritrge and the use thereof is enjoined
or restrained or, if as a result of a Settlement or compromise, such use is materially adversely
restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation, or (b) modify the
software andlor documentation to make it non -infringing, provided that such modification
does not materially adversely Affect City's authorized Ilse of the software andlor
documentation; or (c) replace the software andlor documentation with equally suitable,
compatible, and firttctionally equivalent non -infringing software andlor documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law,
ALqurnentand Subcontracting.
9,1 n t Vendor shall not assign or subcontract any of its duties, obligations
or rights under tins Agreement without tine prior written consent of City. if City grants consent to
an assignment, the assignee shall execute a written agreement with City acid Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement,
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9,2 Su con ract. if City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with s fully executed copy of any such
subcontract.
10. Insurance, 'Vendor shall provide City with certificates) of insurance doaumetiting
policies ofthe fallowing types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement;
i-0.1 CoveraOSnSlU]IlM
(a)
(b)
yendor,Svviaos Agreement
C,'Cftnlnercial General Liability;
$1,00C1,000 - Each Occurrence
$2,000,000 - Aggregake
Automobile Liability:
$1,000,000 - Each, occurrence on a combined single limit basis
Page 4 of 17
City ssaretary Contract No. 60176
Overage shall be on any vehicle used by Vendor, its employees, agents,
reprogeniatives in the cdurse of providing services under this Agreement. "Arty
vehicle" shali be any vehicle owned, hired and non -owned.
(c) Worker's CompensatioM
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$1.00,000 - Bodily lnjury 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 sliall be claims -made, and maintained for the duration of the cDntractual
agreement and for two (2) years following; completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage-
-10,2 General- Renuiremen s
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favoraecity.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fart Worth City Attorney at the same address-
(6) The insurers for all policies muss be licensed and/or approved to do
business in the State of Texas, All insurers must have a minimum rating of A- VII
inthe current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the raating is
below that required, written approval of Risk 'Managerent is required.
Vendor Se3viccs Agreelrient
�� Page 5 of 17
City Secretary CantractNo. 60176 —
(e) Any failure on the part of City to request required insurance
documentation shall not cnrnstitute a waiver of the insurance requirement.
(t) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11, Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall 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 a" applicable federal, state and local laws, ordinances, rules and tegttlations, If City notifies
Vendor of any violation of such laws, ordinames, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12, l on -Discrimination Covenant,. Vendor, for itself, its personal representatives, assigns,
subVendurs and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendors duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NUN -DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVE% ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
14NT1;REST,
'I'YNDOR AGREES TO RND HOLD CITY HA1tMX,� S FROM S[]CH CLA1A�i. SUCH LIA811,11TY AND TO INDEMi�I�'Y AND
DEFEND C1
13. No. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with eleatronic 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 VENDOR'
City of Fort Worth Gershtnan, Bricicnor & Branon, Inc,
Attn' Valerie Washington Attn: Steve Simmons, President
200 Texas Street 8300 Boone Boulevard, Suite 500
Fort Worth, TX 76102-6314 Vienna, V A 22182
Facsimilu: (817) 392-8654 Facsiynilo: GBB does not have a 1`8x line
With COPY to fort Worth City Attorneys Off icc at
same address
14_ Solicitation of liiJ inlovees. Neither City nor Vendor shall, during the term Of this
Agreement and additionally for a period of one year after its telTnillat.iOn, 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 Pei -can's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either paz'ty who responds
to a general solicitation of advertisement of employment by either party.
15, governmental powers. it is understood anti agreed that by execution of this Agreement,
City does -not waive or surrender any of its governmental powers or immutiities.
Page 6 of 17
Vendor services Agroornartt
City Secretary Contract No, 60176
16. No Waiver, The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exerciso any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any fixture
occasion,
17. Governing Law / Vertue. This Agreement shall be construed in accordance with the laws
of the State of Tow. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Warrant County, Texas or the United
States District Court for the Northern District of Texms, Fort Worth Division.
18. &X—ergbillft if any provision of this Agreement is hold to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
a
1,9. Force Ma Lure. City and Vendor shall exercise their !pest efforts to meet their respective
duties and obligations as set fort!) in this Agreement, but small not be hold 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, material or labor restrictions by any
govemmontal authority, transportation problems and/or any other similar causes.
201 11eudino not Controlling. headings and titles used in this Agreement are Fur reference
purposes only, shall 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
roviewed and revised this Agreement and that the normal ruies of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A, S, and C.
22, Amendmogh / ModlficafioLl Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a parry hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party,
23. Entirety of Agreement. This Agreement, including Exhibits A, 8 and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Cn tern#tkrts, This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
otae and the same instrumcttt.
25. Hq=tv of Servlggs. 'Vendor warrants that its services will be of a high quality and
confonn to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days f in the elate that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the notnconfonrting
services,
Vendor Services Agreement Page 7 of 17
City Secretary Contract N60176
2,6. aimigration Nationality— gt,. Vendor shall verify the identity and employmont eligibility
of its employees who perfgrm work under this Agreement, including completing the Employment
Eligibility Verification Forth (1-9). Upon request by City, Vendor shall provide City with copies Of all 1-9
forms and supporting eligibility documentation for each employee who perforim work wider this
Agreement. Vendor shall adhere to all federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, 'VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENiSEES, City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor,
27. QjWshin of Work Product. City shall be the sole and exclusive owner of all tvports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
corij unction with the services provided under this Agreement (collectively, "Work Product"). Further, City
shall 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 shall 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 copyrightabte aspect of the Work Product shall be considered a "work�-made-
for-hire" within the meaning, of the Copyright Act of 1976, as amended• if and to the extent such Work
Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright,patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
atom any claim, lien for balance due, or rights of retentionthereto on the part of City,
28, mature Auth_ orlty, The person signi ng thi s Agreement hereby watTants that he/she has
the legal .authority to execute this Agreement on behalf of the respective party, and that sualt binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Farm, which is attached
hereto as Exhibit "Cl. Each party is fully entitled to rely on these warranties and mpresentatiorts in entering
into this Agreement or any amendment hereto,
29, Chutzsre to Con mr*uv Name or _Ownership. Vendor shall 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 ofVeridor or authori=d official must sign the letter, A letter indicating
changes in a company name or ownership must be accompanied with supporting legal d%tulientatian 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 Ilovcott of Israel. If Vendor has fewer than to employees or this Agreement is for
less than SIoopo, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 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" shall have the meanings ascribed to those terms in Section 808,001 or the Texas
Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written
'Vendor Servieee Agr4omant
City Sr.cretary Contract No.60176
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract„
31. Prohibition ari 1loycottlug Energy Companies, Vendor acknowledges that in accordance
With Chapter 2274 of the Texas Government Code (as added by Acts 2021, 8701 Log., R.S., S.B. 13, S 2),
the City is prohibited from entering intro a contract for goods or services that has a value$100, 00 or
more, which will be paid wholly or partly from public funds of the City, with a company (w t1tdoes
re
full-time employees) unless the contract contains a written verification from the company that it: (1)
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 tho meaning ascribed th13ose § 2) FTo
ms
by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Log., >
the extent that Chapter 2274 0# the Government Code is applicable to this Agreement, by signing this
certifies that Vendor's signattre provides written verification to the City that
Agreement, Vendor certifies
'Vendor: (1) does not boycott energy companies; and (2) will not boycott energy eontpanica during the
term of this Agreement.
32, Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
de (as added
ar,knowledFs that except as otherwise provided by Chapter
his2frotTexas
enleri tg Sri a Ontr ct for good
by Acts 2021, 87th Leg,, R.S„ S.B. 19, § 1), the City prohibited
or more which will be paid wholly or partly from public funds of
or services that has a value of $100,000
the City, with a company (with 10 or more full-time employees) finless the no;dancta or dit c iveit at
verification from the company that it: (1) does not have a practice, paliay, gu'
discriminates against a firearm entity or firearm trade association; and (2) will riot discriminate during the
term of the contract against a firearm entity or -firearm trade association, The terms "discriminate," "firearm
entity" and "firearm trade ass addted b have the Acts 2021� 87th Leg., ibeRdSo S.B. those 1 �� §s by � To the 2274 of the
extent tltipt
'f exas Government Code (a Yreement
Chapter 2274 of tiro Government Code is applicable to this Agreement, by signing this Ag ,
Vendor certifies that Vettrlor's signature provides written verification to the City that Vendor: (1)
does loot have a practice, policy, gaidence, or directive that discrinyinatea against n firearm entity e1,
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agroinent,
IN WrTNESS WHERtOF, the pasties hereto have executed this Agreement ill multiples.
(stgrratfire page follows}
- Page 9 of 17
Meador Services Agreement
ACCEPTED ANY) AGREED.,
City:
BY: Valerie Washington (Sep 26, 2023 09:39 CDT)
Warne; Valerie Washington
Title: .Assistant City Manager
Date: Sep 26, 2023
City Secretary C❑ntmot NO 60176
Vendnr:
sy:
Name, vesvni4o s
Title: president
s � ,
Date: c
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: K—,r&
Name: James Keezell
Title: Assistant Director Solid Waste
Approved as to Fortn and Legality,
By:1 -q
Name: Christopher Austria
Title: Assistant City Attorney
Contract Authorization,
M&C: NIA
t 295; N/A
Vendor Services Agreement
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements,
G�r�fia� f�/se�
j3V:Christian Harper (Sep 25, 202110:00 CDT)
Name; Christian Harper
Title: Contract Services Administrator
City Secretary: nn
owe .10
°pap a;E��°o aaaa
By:
A
Name: Jannette Goodall
Titic: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 10 of 17
60176
II,XHIBIT A
SCOPE OF Sri RVICES
Avgust 11, 2021
Mark Mcrlaninl, IGMA•CM
intetim Ghlef Transfvrtnatlon officer,
city of fart worth
Via Email: Mark.McDorniel@fart%vorthtexa3-�uo
RE: Financial Anailysisfor Solid Waste Coltettiun Contram
pear Mark,
Hershman, ilrlckner & Bratton, Inc. (GSB) is pleased to submit this fetty
proposal to you an behiLlf of the City of Fort Warth to conduct a financial
.analysis of the ChVs solid Waite collection vendor to hasp justify any
additional rate increases outside the current cortrect provisians. Our team
i$ famillar with the City of fart Worth so'.ld Waste System, as we have
previously bean invo:ved with the development of a comprehensive solid
vi ma management plan and other projects since 2002.
(G68 has been on the trout lines a, an intarnational solid waste
rnanagernwit eonsulting firm $Inca 1981), planning and implementing
integrate-k haste management programs designed to provide cost•
,RHective services, protest theenvjronmentr and sustain natural resources.
with it: extenVia expertise and Consultants with edmplernentery
.experience and skills, GB9 is uniquely positinnod and qualified W prowde
communities Ilke yours with valuable insight and assistance to plan and
implement economically sound and enviromnentalty sustainable solid
Wajj* management LOIUtlohl.
Crivan by environmental sustalnabkity 7ince Its founding, 488 corlsMtrs
su talnelti'lry to necessitate balancing environmental, ecanomit, and
community needs. To commit to this goal and To measure our propass,
ti88 eeveto pe d its First tormal ! nviroam ental, social, and Gov o rnan ce (M)
Strategy in 2022.
))S I��tSlyr As part of its ESG efforts, GBH :et out to hecome
cartson rieutral and, In September 2022, received
verificationofit,,purchasotlendretktdotfftM Qfthf
emission of greenhouse Cases (GHGi raltting W its
o t:rationssince2021,
1 Oroject Understanding & Approach
1.1 - Project Understanding
GBS has slgni'Aunt waste callectlon and land!ill operating rspartl.a. W4
vnderstand that the City of Fort Worth, Texas needs ossi,tanea in
4!iUAL11'y - VALUE - ETHICS � RESULTS
V4ndoc Services Agmernenf -- Exhibit A Pago 11 of 11
City Secretary Contract No.60176
revitwing is rate change request submitted by its waste collection and landfill opttrations vendof, The rate
Change request represahtsasignificant increase in waste collection and disposal charges incurred by the
City. A rate change request of this future typically has multiple input variables that nand to be analyzed
fortheir rensonableness MCI JuStification, as well as meating appllcabie contrytt requirements.
GBB's approach to this reYleYr Includes reviewing the rate change request, the exlsting conifact, and any
supportingdocumentation provided bythe vendor. Once the%C items ara reviewed, a series of questions
and/or information requests will be prepared and submitted to the vendor for their response. Upvn
n .E:cpt of this add itlonal data erld responses, GBR will review find Sri alyta the rate change request far
reasonnblenass grid justification. Wt wiil also attempt to Identify any aroai of cost savinrl that may ba
no gotiyted because of this review. GBB will pro pare ale chrilra$ memo to City staff with the findings of a ui
review and recornrliencidtions related to the rate Change request.
Should thq City rnter Imm regDtiatians regarding the fate [hartjo- r4yutst, GFIB is available to a%sirt with
the negotiafsans as needed.
1.2 Project Assumptions
Overall project assurnptlonsincludethe follaaing.
+ AS of the tirtie. of this proposal, all meetings are assumed to occur virtually.
• Al I written feedback from the City of Fart Worth wilt be consolidated from ill City of Fort worth
team members. Written feedback v-611 be provided within the oativa format o€the document for
which feadbaa is provided, to the extent passible.
Iiaqugsls for additional maetings, ret@4rth questions or activities, written Content, or deliverables
may Incur additional time and exp ensa charges.
+ Gnce the team has agreed on project/task/deliverable direction and/or approvals regarding the
direction and 5tarusof those items hive beers gtanted, subtaquent Changes in dimictlon or approval
may incur additional time and expenso charges.
• Revislipm requested on wrlttan deliverables that slgnificant:Y affect artharige the overall directlon
of the deliverable or are inconsistent with the previous direction may incur additional We and
expense charges.
2 - Project Team
GB91s project team includes th® foalpwing key personnel who kvill bring "it skirls and specialized solid
waste management and financial amelysls expar;ise totht; project_
* Chris Lund, R.E., Senior Vice President, wi"I Serve as offii:"ri-Charge, providing internal peer
review. quality axsurdnce, pirticipation in vi,ioning sessions and bri&fings, and overalt leadership-
6 Steve Schilling, P-E. will serve as PrOject Manarer, iranag.ing the day -today anivities of the
Inembe:s of the QBIi Protect Team and acting as the primary ,paint of contact with the City of tort
worth.
Addltlortal GBB Staff will be Included lbroughout the protect, as necessary.
QUALITY • VALUE • ETHICS • RESULTS
Vcndor Sorviccs Agreement — Exhibit A Page 12 of 17
City Secretary Contract No.60176
Chris Lund, P.E. - 011 Senior Vice president
Rose; Senior Project Principal
Mr. Lund, P.E- has over 30 years of expefi9rice, incivamg 9 years in the publir
sector with the Guam Environmental Protection Agency and the State of
Wisconsin Department of Natural fiesclurc&;, In addition to his consulting
engineer background.
He Is a key monber of the leadership team that performed 'a 1$0•degree
turnaround of the so!id waste managernant system in Guam as the Receiver
Reprosentative Peoiect Manager for GBO, whicts ha3 haen appointed asRpceiver
for the Solid Waste Management Division of the Department of Public Works in
Guam Ina 2OOBCourt ofder issued by the united 5tate: District Court of Guam.
He also lod multiple solid waste mana6amant stratapic planning project, that lndvdad thorough reviews
of exinIng programs and systemsfw Clients, inctuding,iho Wmateh Integrated Witte Managern int District,
UT; the Central Virglnia Waste ?,4nb9tment Authority, VA; Oranga County, NC; the Commonwealth of the
Northam fdarlanas Islands, In Saipan; th a Southeast Sorrier County Landrill Authority, full; and the City of
Albany, NY.
Stew: Schilling, PE, G55. Senior Project Manager
Role: Project Maridger
Based in the Chlc.ago reetrapolitan area, with a 81thelor of Science In Civil and
Environmental Engineering from tiie University of WIsEonsln-Madison, Mr.
Schilling is a seasoned sot4 waste managemtent professional vellh over 30 years
of Indusiry expetienee. His unique experlence Inciudes mare than ten years as
a tansuitant, Ieading a w'rdd range of consulting and environmental
engineering projects; over 18 yearswlih key leadership roes at the Solid Waste
Agencyof Northern Cook County, It; and neadv two years with an Industry-
leadine regional recyding company.
3 - Anticipated Schedule
We estimate the f rojvct duration to fro appraairnatcly four weeks, starting from thr contract execution
dats and the receipt by ua of the vender Information. (target date of August 15).
4 - Fees and Payment Terms
For the ;ervice_S described h;rein, vie propose iht: following amounts for our Fees, exclusivo. of
reimbursable expansts. Wt' Will perform this work- On an hourly not-w-exceed] basis 8nd will Issue inyoict-
monthly, Aa,ment & rnVbiCe, shall be due tivithin 30 days. Ptease refer to Aitaehment A— C-uenpentation
Rat- and Poe Schedule ferthe ba;iv upon %vhlch the folloviing feas were developed.
8RR's fee for proyiding the above pery1cot on a time and expense bash with • budcatary tgtiRgto of
$2(S,r70O(faran84hourengagementj. our ability totomoitcethe nssisnmant with inthe proposedbudget
QUALITY - VALUE • ETHICS , RESULTS
Voridor St:rvices Agrcoment — Exhibit A Page 13 of 17
City Secretary Contract No. 60176
and tAk-',in*will he highly dependant Upon the tim0%r%ess andi gUality of Information we receive from the
City's vendor.
This fee dhes not Include ahy travel kvpenSK car tfBB to Conduct fietdtitark, and those elrpe.wLX would be
invoiced saparateV, failoWing Carnpensalion acrofding to the rate fChedUle attdChsd_ Payment for trhyt'$
expenses shall be due within 15 days.
GRB prefers all payments be made eleCtrohiCally, GOWs witing In;tructian; are in Ciudad in Attathmant B—
Wirinf Instructions. P19me refer to Attachment C — General Terms and Conditions for a Complete U t of
terms and conditions that apply to this arrangement
If additional work is agreed upon, GOB witl either propose an additionai fee quote or Invoice in accordance
with AttachmentA•-Compansation Rate and feesoedvlo, which will not be subject toadiwamentthrough
D&Qrnber 20-5. Our invoiee:swiil be addressed to you referencing this mdttef.
5 -- Terms and Conditions
This proposal feller on the full cooperatiPn of the team to inform us of any changes made during andlor
after Fhat4s of thewat'r. This includes providing G69 with a'.idocumentatWn and Information alfeeting our
wofk. Fees are based on the project rkquirements and sChedu,e presented at this time_ aetays or
acceletatiorls in the project rchedOe may result in claims for additional too;. GOP maintallu professiohbl
and publit: Italy ty inturpnCe- Time records and reimbtlfsable expense records are maintaie4ed on a
generally recotnited accounting basis.
Ail data and informamr. Contained heteirl and provided by GE,B in r4wpgniv to a request for a proposal are
cansidared confidential and proprietary_
please refer to Attachment C— General Terms and Conditions fora Complete list of terms and tondltions
that apply to this praposat,
6 - Acceptance of Services AgreerneTit
We are Confidant that we can provide avaluabie service, and we leak forward to yourconsidwatiAn of our
re.ources, if youhpveanyquestionsornaedadditionalinfarmation,pleasedonothesitatatocontactme.
[f this proposal agfeal with your understanding of the project, and you agree with the proposed terms
under which vie wN perf-M service:, we are wiMrg for this Proposal to serve at a wore order by plwng
your signature halov:.
Sincemiy,
Gershrnan, prickner Ya Bretton, Inc.
Steve 8irnmons, President
;�imn•,an:Lrgbi?rnc.Gar:t, �k4.7+42��fi=1
QUALITY - VALUE - ETHICS • RESULTS
Vendor Services Agreenietit —!'sxiiibit A Pogo 14 of 17
City Secretary Contract No. 60176
Ait:aohmants.
• AttachmentA—Compensation Rasa and Fee 4hodute
+ Attachment B --Wiring instructions
■ Attachment C— Gana ral Terms and Conditlans
+ AttachrnantD—
Client Approval:
Authorited W: Date:
For the CKY of Kart Worth (Print Herne)
For the City of Fort Worth (Signature)
As an industry woem, 008 ojtren publisi7ar rhoupllt IrodershJp pieces In trade mago4nes and
presents or national Lind regJnnol conferenots. To stay Abreast of thesw pubikaticHs and
presentations, and for the latur news about 4506 and the Industry, ru arribe to the GUS f'r f
newitgar and faltaw oss on social media.
'QUALITY , VALUE • ETHICS • AESULTS
Vondor Services Agroement — Exhibit A Page 15 of 17
60176
EXHIBIT ft
PRICE SCHEDULE
Attachment A -- Compensation state and Fee Schedule
CY 20Z3-GERSHMAN, BRICKNER & BRATTO!J, ING. (G3B)
COMPENSATION RATE AND Ff E SCWED UL.15 la, 11. 4ll
Fwfor our services are based upon The time wor4;ed on a prpjset by professional, terhnlcal, and cierical
persarrnel using the followft hourly rates per Project Role and fees described below. rl.:t
PR04KT ROLE
$USD PER HOUR
Administrative Support I Re.e arch A:si.td nt
597.00
Consultant II Engineer I
S118,00
Consultant II / Engineer 11. / Corltrdct Admirliitrator / Asxadate
ra160.00
Project Ehgineer/Senim Consultant
5197.W
Projett Manager
S19R_00
Senior Project Manager / Senior Projectt t ngin eer
5242.O0
Senior Principal Associate, Principal Associate, Associate Engineer
5247.00
Project Principal (Vice President)
5269.00
Senior Project Principal (Senlerlfice President, President)
S297.00
Founder Owner Associate
5330.00
EXPENSES 11) CHARGE
Mifeaae on personal car
Current IRS was per rrlisa
Luca} travel expenses (tolls, parking, grourid transportation, metro)
As incurred
Lodging, Meals, Meeting ekpenso;
As incurred
P:irfare 11, Train fare Coach bass, Uisrount fares w11en avallatilc
Car rental
pixClunt rate
Intemationvi telephone talcs
As interred
Graphics, Art, Wide -format printing, Mass reprodw0loh
As Incurred
Messi,nger and d0wrY service
As Incufred
Subeontracrors
AsIneurmd
Project equipmant, fteriWs, Supplies
A: incurwil
Translation services
As incurred
:d Aeu•i•r r a5r� ere afia[�tY $rash L}eamtxr 31. "_Cl�. "�Isjestc 1ssuW 1.1'lTd, trr�..al;�vaise dived w CR.
o':eye+tmsnatretaieft'Ai,f' SOApsMirr4cm� dim'%'irr.wrc ItA07ipermmThwliMe:ptr'_.
MAfarkJj2rr4su:cafw3—. ra,
:n When cr.vt. Sue A`l .r1 d Cr-r f;a}f �3i roars is ra{',n'erl. a•d SGli cf �sf¢lDgr<ee t:;C'
imc w ill It dwgrd. 71e I.l F' ti wd't C39 a;N r<r la rant 1' wteL s Fn6' floret fer %hrNalirG daft.
QUALITY VALUE - FTHiCS RESULTS
Vendor Services Agrecinoiit— Exhibit B Pap 16 of 17
60176
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHOAU Y
Execution of this Signature Verltieation Form (")Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute Jury agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
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 Forin until it receives a revised Form that has been
properly executed by Vendor.
Name: Steve Simmons
Position: resident
Si nature
2. Name-
Position -
Signature
3. Name:
Position:
Signature
11ama:
Signatu a 1?rest ant 1 0
Other Title: (% } I.
Date: 9/2'
Page 17 pF17
Vendor Services Agreement — Exhibit C