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HomeMy WebLinkAboutContract 60354CSC No. 60354 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Houston Freightliner, Inc ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B — Cooperative Agency Contract (H-GAC HT06-20); and 4. Exhibit C — Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement control. City shall pay Vendor in accordance with the fee schedule in Exhibit A, including any future quotes, and in accordance with the provisions of this Agreement. Total annual payment made under this non-exclusive Agreement may be an amount up to Ten -Million Dollars and Zero Cents ($10,000,000.00). The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. The Parties will engage in multiple transactions to purchase vehicles under this Agreement. For each purchase made pursuant to this Agreement, Vendor must supply a quote for the subject vehicles and the quote must conform with the then -current pricing under the underlying cooperative agreement. If the City accepts the quote and places and order for the vehicle(s), that quote shall be considered an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the 3-year Audit period included herein. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ('Effective Date") and expires on May 31, 2024. 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 relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth Houston Freightliner, Inc. Attn: Dana Burghdoff, Assistant City Manager Adam Neuse 200 Texas Street Fort Worth, TX 76102-6314 Address: 9550 North Loop E With copy to Fort Worth City Attorney's Office at Houston, TX, 77029 same address Facsimile: N/A The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: balm $r�g By: l�cfo�F Dana Burghdoff (Oct 202314M CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: APPROVAL RECOMMENDED: By: Name: Ricardo Salazar Title: Interim Property Management Director ATTEST: an n➢ 1°`uBT Q� p!`8 -40 Qaan n�o54� By: Name: Jannette Goodall Title: City Secretary VENDOR: Houston Freightliner, Inc. Adam Meuse By: Adam Neuse (Oct 17, 202315:25 CDT) Name: Adam Neuse Title: Account Manager Date: Oct 17, 2023 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. ,7� aa4-- By: Denise Garcia (Q020, 2023 11:40 CDT) Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jessika Williams/Jeremy Anato- Mensah Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0450 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A C�� CONTRACT PRICING WORKHEET II Contract HT06-20 II pate 8/15/2023 For MOTOR VEHICLES OnlyNo.: Prepared: This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly. Buying ;Fort Worth Fire Department Contractor: ;Houston Freightliner Agency: Contact Skyler Ainesworth Prepared Adam Neuse Person: By: Phone: Phone: :713-580-8148 Fax: Fax: Email: Email: adam.neuse@houstonfreightliner.com Product DS II Description: :M2-106, Conventional Cab, SBFA, SRA (PRL-20M) Code: IA. Product Item Base Unit Price Per Contractor's H-GAC Contract: 698471 B. Published Options - Itemize below - Attach additional sheet(s) if necessary - Include Option Code in description if applicable. (Note: Published Options are options which were submitted and priced in Contractor's bid.) Description Cost Description Cost 13000 EVS AUTOMATIC TRANSMISSION 7032 IDA-F-14.7-3 14,700 LB FRONT AXLE!602 + 14,600 LB TAPERLEAF FRONT SUSPENSION 393 182" Wheelbase 517 11/32x3-1/2x10-15/16" Frame 120KSI 464 1/4" Inner Frame Reinforcement .OW75 (Air Cab Mounts S Q R T PUP [HAS ING SOLUTIONAW (Dual West Coast Mirrors w/LH-RH Remote 215 (Adjustable Steering Column 359 (Back Up Alarm 33 Special Siddons Martin Air Truck Body 364721 (Enhanced Stability Control 851 Subtotal From Additional Sheet(s): II I II Subtotal B: 3760531 C. Unpublished Options - Itemize below / attach additional sheet(s) if necessary. (Note: Unpublished options are items which were not submitted and priced in Contractor's bid.) Description IL9 360EV HP 1150 LB FT TQ ENGINE IRS-23-161 24,000 LBS R-SERIES FIRE/EMERGENCY SERA It111\L11V L'.1\LY,VVV LDJ rl^r,/J✓1V1L'.1\171J1V 1.1 ^r,Hlt CST TCD1CATL1TlIAT IT TT rLT (`T1 A TXT !`T U A D A kTf'U Cost Description Cost 13596 ACCURIDE 43644 ALUMINUM DISC FR & RR WHEELS 2580 1472 (Check: Total cost of Unpublished Options (C) cannot exceed 25% of the total of the Base Unit: Price plus Published Options (A+B). ID. Total Cost Before Any Applicable Trade -In / Other Allowances / Discounts (A+B+C) I Quantity Ordered: II 1 II X Subtotal of A + B + C: lI Subtotal From Additional Sheet(s): II II Subtotal C: For this transaction the percentage is: II 465158 II = II Subtotal D: IE. H-GAC Order Processing Charge (Amount Per Current Policy) II Subtotal E: IF. Trade -Ins / Special Discounts / Other Allowances / Freight / Installation / Miscellaneous Charges Description Cost Description Freightliner Standard Destination Charge 3375 24MY/23CY Pricing Surcharge M2/SD Plus Escalator Subtotal F• Delivery Date:: G. Total Purchase Price (D+E+F): 1610 192581 4%1 1 4651581 10001 Cost 3750 3500 106251 4767831 DocuSign Envelope ID: B4B05F65-F45B-4B50-A277-B76B653AD57B EXHIBIT B AMENDMENT No. 2 to CONTRACT No. HT06-20 For Medium and Heavy Trucks & Truck Bodies Between HOUSTON-GALVESTON AREA COUNCIL And Houston Freightliner, Inc. THIS AMENDMENT modifies the above referenced Contract as follows: This contract is extended through May 31, 2024 Midnight CT. Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives. Signed for Houston -Galveston Area Council, Houston, Texas Signed for: Houston Freightliner, Inc. Printed Name & Title: EDmuSigned by: 82E� 5DB1423... Chuck W emple, Executive Director Date: 6/7/2023 �DocuSipnnee/d by: �AN. �l4fC B9F83BADE03F477... Adam Neuse Date: 6/7/2023 Account Manager Revised 6.1.18 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F H-GAC Houston -Galveston Area Council P.O. Box 22777 - 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Houston Freightliner, Inc. - Public Services - 20-00314 SPECIAL PROVISIONS Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. ARTICLE 2: END USER AGREEMENTS ("EUA") H-GAC acknowledges that the END USER may choose to enter into an End User Agreement ("EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, Page 1 of 4 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F benefits, or terms to H-GAC and the END USER. EXCEPTION. This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer's control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement. ARTICLE 5: GOVERNING LAW & VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIOUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Page 2 of 4 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle Page 3 of 4 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. Page 4 of 4 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F H-GAC Houston -Galveston Area Council P.O. Box 22777 • 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Houston Freightliner, Inc. - Public Services - - 20-00314 GENERAL PROVISIONS This Agreement is made and entered into, by and between the Houston -Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Houston Freightliner, Inc., hereinafter referred to as the Contractor, having its principal place of business at 9550 North Loop East, Houston, TX 77029. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2: APPLIC E LAWS ABL The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3: INDEPENDENT C RAC OR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H- GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom. ARTICLE 4: WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement ("Agreement") between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties. ARTICLE 5: SC OF SERVIC ES Page 1 of 7 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F The services to be performed by the Contractor are outlined in an Attachment to this Agreement. ARTICLE 6: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Jun 012020 and ends May 31 2022. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE 8: REPORTING REOUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 11: AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC. ARTICLE 12: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or Page 2 of 7 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third -party agreements. ARTICLE 13: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 14: CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15: TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for Convenience or Default. A. Convenience H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H- GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default Page 3 of 7 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances: (1) if the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof, or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. ARTICLE 16: SEVERABILITY H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 17: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 18: CONFLICT OF INTEREST No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement. ARTICLE 19: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 0) any other nondiscrimination provisions in any specific statute(s) Page 4 of 7 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement. ARTICLE 21: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to Page 5 of 7 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ARTICLE 24: JOINT WORK PRODUCT This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 25: DISPUTES All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision. ARTICLE 26: CHOICE OF LAW: VENUE This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 27: ORDER OF PRIORITY In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments. Page 6 of 7 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by: HoustoE389FE12E2EOF4r-4 MID ... ;igned by: Inc. "N�SL Signature... Name Adam Neuse Title Account Manager Date 3/26/2020 H-GAC pocuSigned by: Signatur " " 82EC270D5D61423... Name Chuck Wemple Title Executive Director Date 3/26/2020 Page 7 of 7 DocuSign Envelope ID: E22C2988-1F22-48EB-9EEE-BC7500B13A7F Attachment A Houston Freightliner, Inc. Medium and Heavy Trucks & Truck Bodies Contract No. HT06-20 Applicable items are the models listed in the table below, in their factory standard configurations, as well as any pricing documents included in the awardee's bid response. H-GAC Product Brand Model Description Price Code HT0620D1 Freightliner 108SD, Conventional Cab, SBFA, SRA $71,598 HT0620132 Freightliner 108SD, Conventional Cab, SBFA, TRA $79,817 HT0620133 Freightliner 114SD, Conventional Cab, SFFA, TRA $89,709 HT0620134 Freightliner 122SD, Conventional Cab, SFFA, TRA $98,185 HT0620D5 Freightliner M2-106, Conventional Cab, SBFA, SRA $62,072 HT0620D6 Freightliner M2-106, Conventional Cab, SBFA, TRA $71,311 HT0620D7 Freightliner M2-112, Conventional Cab, SBFA, TRA $85,120 HT0620D8 Freightliner EconicSD, COE, Low Cab Forward, High Roof, TRA $156,705 HT0620D9 Freightliner EconicSD, COE, Low Cab Forward, Low Roof, TRA $157,460 HT0620D10 Freightliner Cascadia CA116-DC, Conventional Cab Tractor, SBFA, TRA $105,097 HT0620D11 Freightliner MT45 Stripped Chassis $55,144 HT0620D12 Freightliner MT55 Stripped Chassis $56,623 HT0620M6 Western Star 570013C, Conventional Cab, SBFA, TRA $114,606 HT0620M7 Western Star 6900XD, Conventional Cab, SBFA, TRA $130,152 Page 1 of 1 ATTACHMENT - C CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Forms CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Contractor name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #7 box in all cases. R-v d6.9.2021 cc CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with to -cal governmental entity • 3 1 MJ43 [0-- This questionnaire reflects changes made io the law by H.B. 23, 64ih Leg., Regular Session- OFFICE USE ONLY This questionnaire is being liled in accordance with Chapter 176. LocaJ Govemment Code, by a vendor who Dade pem.kC: has a business relationship as defined by Section 176-001(1-a) with a local guvernmenlal entity and the vendor meats requiremerns under Section 175.Ua6(a)- By law this questionnaire must be liled with the records administrator of the local gavemmenlal entity not later than the 7th business day attar the date the vendor bemmes aware of fads that require the statement io be filed. Sap Section 175-aob(a-1), Local Govemment Code. A vendor commits an olfanm if the vendor knowingly violates Section 176.4)a6, Local Government Code- An oilanse under phis section is a misdemeanor. -11 Name of vendor who has a business relationship with local governmental entity. J ❑ ChadLthis hex ifyou are filing an uptieie iaa prQviouslyfiled questionnaire. (The law requires thatyau file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete ar inaccurate.) J Name of local government officerabout whom the information is being disclosed,. Name of Officer J describe each employment or other business relationship with the local government officer. or a family member of the officer, as described by Section 176.002(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts Aand Bforeach employment orbusinessPlationshipdescribed. Attachadditionalpages tothis Form CIO as A- Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than irrwestment income, from the vendor? F—]Yas =No B- Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local govemment officer ar a family mam1b r of the officer AND the taxable income is not received from the local governmental entity? Yes =hlo J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑ Check this boo[ if the Vander has given tho local govern ment officer or a fam ily member Of the Officer One or more gifts as descrbed in Section 176.00%&)(2)(B), excluding gifts described in Section 176-003(a-1 ). J Signature of vendor doing business with the governmental entity pate Form pFiArdA by Texas Ethics Commission www. ethi cs.state.lx. u s Reoised 111r2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Cade may be found at http A ww. statutes_legis_state.tx_usJ Docs+L htrrVLG< 176. htm. For easy refe rence. below are some of the section s cited on this farm. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on con-rnercialactivity atone of the parties. The term does not include a connection based on: (A) a tran saction that is s ubject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) atransaction conducted at price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular exam i nation by, and reporting to, that agency. Local Government Cade 41T6.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to avendor if: (2) thevendor: (A) has an ern ployment or other business relation ship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) acontract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor, (B) has given to the local government officer orafamily memberofthe off icerone ormore gifts that have an aggregate value of more than $100 in the 1 2-month period preceding the date the officer becomes aware that: (i) acontract between the local governmental entity and vendorhas been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor_ Lana I Government Code 4176.006(a) and U-1) {a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a fam ily member of the officer, descri bed by Section 176.003(a)(2) (A); (2) has given a local government officer of that I oval govern mental entity, or a family member of the officer. one or more gifts with the aggregate value specified by Section 176.033(a){2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that Iocal governmental entity. {a-1 j The completed conflict of interest questionnaire must be filedwith the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) subm its to the local governmental entity an application. response to a request far proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the ven dor has given one or mare gifts described by Subsection (a); or (C) of a family relationship with a local government officer_ Farm prawided by Texas Ethics Commission mvw.ethics.stata.Ix. us Revised 111 2021 City of Fort Worth, Texas Mayor and Council Communication DATE: 06/13/23 M&C FILE NUMBER: M&C 23-0450 LOG NAME: 13P BLANKET COOPERATIVE AUTHORIZATION FLEET ACQUISITIONS ADK SUBJECT (ALL) Authorize Purchase Agreements with Multiple Vendors for the Purchase of Fleet Vehicles, Off -Road Vehicles, and Other Motorized Equipment up to the Amount of Available Funding in Capital Projects Across Multiple Funds Citywide using Multiple Cooperative Contracts and Interlocal Agreements for Three Years for the Property Management Department RECOMMENDATION: It is recommended that the City Council authorize the execution of purchase agreements with multiple vendors for the purchase of fleet vehicles, off road vehicles, and other motorized equipment up to the amount of available funding in Capital Projects Across Multiple Funds Citywide using multiple cooperative contracts and interlocal agreements for three years for the Property Management Department. DISCUSSION: The Property Management Department's Fleet Acquisitions Division is currently in the process of fulfilling a multi -year backlog of City vehicle and equipment purchases. The biggest challenge in trying to overcome this backlog is the availability of vendors, inventory, and the time it takes for the City to make purchases when vehicles are available. Currently, the City has a backlog of eight (8) years totaling more than $30 million dollars. The City currently has contracts with the following vendors using cooperative contracts: VENDOR �Siddons Martin Emergency Group, LLC �Siddons Martin Emergency Group, LLC �JI­Iouston Holdings, LLC �Versalift Lake Country Chevrolet North Texas Trailers, LLC Silsbee Ford Associated Supply Company (ASCO) Rogue Jet Boatworks, Inc. Lenco Industries, Inc. Polaris Sales, Inc. Nationwide Trailers, LLC �Crafco, Inc. �0Z0W =1:7_%ILTA WI[r] =I2Iwo BuyBoard Houston -Galveston Area Council (HGAC) BuyBoard Sourcewel I The Interlocal Purchasing System (TIPS) Buyboard TIPS BuyBoard General Services Administration (GSA) HGAC Sourcewel I BuyBoard BuyBoard However, due to limited inventory and availability, additional vendors and options are needed. Fleet Acquisitions has already identified twenty-nine additional vendors that are available through cooperatives. Approval of this Mayor & Council Communication (M&C) authorizes the City to execute contracts with any vendor that is currently listed on any valid cooperative that has one or more vehicles or pieces of equipment that is a current need for the City's fleet. This authorization would also include purchases made using Interlocal Agreements with other governmental entities. Fleet Acquisitions recently partnered with the Purchasing Division in an effort to better ensure that the City is able to purchase needed items as quickly and efficiently as possible. The Fleet team meets regularly with key personnel to ensure that specifications are appropriate for the City's fleet, costs are reasonable and acceptable, and that departments are receiving items that meet their business needs. COOPERATIVE PURCHASE and INTERLOCAL AGREEMENTS - State law provides that a local government purchasing an item under a cooperative purchasing agreement or interlocal agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. AGREEMENT TERMS - Upon City Council approval of this M&C, the City will have authority to enter into one-time purchase agreements or annual agreements with available vendors for up to three years from the date of approval. At the expiration of three years from the date of approval, the City will seek additional authorization for any necessary contracts at that time. BUSINESS EQUITY - an M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or other public entity FUNDING - Currently, there is $42,593,019.00 in the City's budget in capital projects across multiple funds citywide for the purpose of funding fleet acquisitions. Prior to each purchase agreement or contract being executed, staff will confirm that funding is available for that purchase and is appropriated for that purpose. All existing contracts shall be amended or terminated to release encumbered funds to ensure that the City is able to make purchases with the vendors that have needed items available for purchase on a rolling basis. No guarantee has been or will be made to any vendor regarding minimum purchases. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budgets, as previously appropriated, in the Vehicle and Equip Replacement Fund, W&S Capital Projects Fund, Stormwater Capital Projects Fund, Municipal Airport Capital Proj Fund, Solid Waste Capital Projects Fund, CCPD Capital Projects Fund, ITS Capital Fund, Fleet Capital Projects Fund, Environmental Prot Cap Proj Fund, Tax Note 2019 Fund and Tax Note 2020 Fund to support the approval of the above recommendation for the purchase of vehicles and equipment. Prior to any expenditures being incurred, the Property Management Department has the responsibility to validate the availability of funds. Submitted for City Manaaer's Office bv: Reginald Zeno 8517 Dana Burghdoff 8018 Oriainatina Business Unit Head: Reginald Zeno 8517 Steve Cooke 5134 Additional Information Contact: Jo Ann Gunn 8525 Ashley Kadva 2047