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HomeMy WebLinkAboutContract 61270Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 1 of 15 PETROLEUM STORAGE TANK COMPLIANCE TESTING SERVICES AGREEMENT _____________________________________________________________________________ This PETROLEUM STORAGE TANK COMPLIANCE TESTING SERVICES AGREEMENT (“Agreement”) is made and entered into by and between the CITY OF FORT WORTH (“City”), a Texas home-rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and JF PETROLEUM GROUP, INC. (“Contractor"), a North Carolina corporation, acting by and through its duly authorized representative, each individually referred to as a “party” and collectively referred to as the “parties.” Definitions. Task Order means an officially authorized and executed written description and specification issued by the City directing the Contractor to perform specific services within the scope of this Agreement. 1.Scope of Services. Services under this Agreement include labor, materials and equipment necessary to provide small-scale soil remediation services (“Services”) as set forth in more detail in Exhibit “A,” attached hereto and incorporated herein for all purposes. 2.Term. This Agreement begins on March 15, 2024 (“Effective Date”) and expires on March 14, 2025 (“Expiration Date”), unless terminated earlier in accordance with this Agreement (“Initial Term”). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options (each a “Renewal Term”). 3.Compensation. City will pay Contractor in accordance with the provisions of this Agreement, including Exhibit “B,” which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Fifty Thousand Dollars and 00/100 ($50,000.00). Contractor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. Individual projects will be authorized on a case-by-case basis when the City or City-approved environmental contractor elects to proceed with each specific effort by submitting samples and associated Chain of Custody documentation. City shall not pay for any work performed by Contractor or its contractors, subcontractors, or suppliers that has not been specifically ordered by the City in writing on a duly executed Task Order. Contractor shall not be compensated for any work that is verbally ordered by any person and shall rely only upon written Task Orders. City will not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. THERE IS NO MINIMUM GUARANTEE OF ANY WORK UNDER THIS AGREEMENT. 4.Invoice and Payment. City will issue a Task Order to Contractor that details the work to be performed by the Contractor. The Contractor shall provide monthly invoices to the City. All invoices must reflect the Task Order number. Invoices shall contain a detailed breakdown including: labor, including employee name, functional title, date and hours of work performed; internal supplies and services Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 2 of 15 provided; and external supplies and services provided. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Contractor’s invoice for payment of same. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof. The Contractor shall also provide the City with quarterly updates showing the total and itemized costs incurred to the City for each task ordered and the amount remaining in the contract not-to-exceed amount. Contractor shall receive no additional compensation for work delays or hindrances except when direct and unavoidable extra costs to the Contractor are caused by the City’s gross negligence. 5. Termination. 5.1. Written Notice. City may terminate this Agreement at any time and for any reason by providing the Contractor with written notice of termination. Contractor may terminate this Agreement at any time for any reason by providing the City with thirty (30) days’ written notice of termination. 5.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 5.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Contractor for services actually rendered up to the effective date of termination and Contractor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City Information or data as a requirement to perform services hereunder, Contractor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 6. Disclosure of Conflicts and Confidential Information. 6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 6.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City (“City Information”) as confidential and will not disclose any such information to a third party without the prior written approval of City. Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 3 of 15 6.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Contractor. It will be the responsibility of Contractor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 6.4 Unauthorized Access. Contractor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Contractor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 7. Right to Audit. Contractor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that City will have access during normal working hours to all necessary Contractor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Contractor reasonable advance notice of intended audits. 8. Reserved. 9. Independent Contractor. It is expressly understood and agreed that Contractor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Contractors, and subcontractors. Contractor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Contractor, nor any officers, agents, servants, employees, contractors, or subcontractors of Contractor will be entitled to any employment benefits from City. Contractor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. 10. Liability and Indemnification. 10.1 LIABILITY - CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 4 of 15 OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 10.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 10.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City’s use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City’s interest, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City’s a ssumption of payment of costs or expenses will not eliminate Contractor’s duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement, and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City under law. Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 5 of 15 10.4 ENVIRONMENTAL INDEMNIFICATION. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS, RELEASE, REIMBURSE, AND DEFEND, THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL: (A) ENVIRONMENTAL DAMAGES, AS DEFINED HEREIN, THAT ARE RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR LIABILITIES (INCLUDING STRICT LIABILITY) BY ANY PERSONS, AND (B) VIOLATIONS, ALLEGED VIOLATIONS, SUITS, OR CLAIMS RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR LIABILITIES (INCLUDING STRICT LIABILITY) BY ANY PERSONS. 10.5 Definitions. The following words and phrases in this Section 10 shall be defined as follows: "Environmental Damages" shall mean all damages, losses, diminished values, claims, judgments, penalties, fines, liabilities, encumbrances, liens, costs, expenses of investigation, and the defense of any claim, whether or not such claim is ultimately defeated, results in a judgment or order of any kind, or is resolved by any good faith settlement, and of whatever kind or nature, direct or indirect, tangible or intangible, compensatory, exemplary, or punitive, economic or non-economic, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, to the City and any third parties, including without limitation reasonable attorney and consultant fees, any of the foregoing which are incurred as a result the Contractor's work, or due to negligence, or arising from a violation of any Environmental Requirements, or arising from strict liability, or an intentional tort, and whether any of the foregoing are attributable to the Contractor, a subcontractor, a vendor, employee, agent, successor, or assignee and including by way of example but not limited to: Damages for personal injury or death, pain and suffering, mental or emotional distress, injury to property of any kind or to natural resources, environmental contamination, or the loss of use or value of property; Fees incurred for the services of attorneys, consultants, engineers, contractors, experts, laboratories, and investigators related to any studies, cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring work, civil or criminal defense, or the recovery of any other costs; Liability, claims, or judgments to any third persons or governmental agencies in connection with the items referenced herein; and Fines, penalties, costs, agreed orders, or settlements to any federal, state, or local government for violations of environmental laws, permits, standards, or regulations. "Environmental Requirements" shall mean the allowable or permissible levels, concentrations, or amounts of materials; all applicable present and future statutes, regulations, rules, permits, plans, or authorizations of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states, and political subdivisions thereof; and all applicable judicial, administrative, and regulatory decrees, judgments, and orders; and all common law causes of action; all of the above relating to the protection of human health or the environment and being inclusive of, but not limited to: Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 6 of 15 All requirements, including, but not limited to, those pertaining to reporting, licensing, permitting, facilities, sites, operations, emissions, discharges, releases, or threatened releases of wastes, substances, materials, pollutants, contaminants, hazardous wastes, petroleum products, toxic substances, materials, or other any other regulated or harmful substances whether solid, liquid, or gaseous into the air, surface water, groundwater, stormwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of elements, compounds, materials, substances, pollutants, contaminants, or hazardous or toxic materials, substances, or wastes, whether solid, liquid, or gaseous in nature; All requirements, including, but not limited to, those pertaining to reporting, licensing, permitting, facilities, sites, operations, emissions, discharges, releases, or threatened releases of radioactive materials or radiation or electromagnetic fields; All requirements pertaining to the protection of the environment, natural resources, the health and safety of employees or the public; Citizen suits authorized by any federal or state law; and All common law causes of action related to health, safety, natural resources, and the environment. 11. Assignment and Subcontracting. 11.1 Assignment. Contractor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor will be liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 11.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Contractor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor must provide City with a fully executed copy of any such subcontract. 12. Insurance. Contractor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 12.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 7 of 15 Coverage will be on any vehicle used by Contractor, or its employees, agents, or representatives in the course of providing Services under this Agreement. “Any vehicle” will be any vehicle owned, hired and non-owned. (c) Worker’s Compensation: Statutory limits according to the Texas Workers’ Compensation Act or any other state workers’ compensation laws where the Services are being performed Employers’ liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Environmental Impairment Liability (“EIL”) and Pollution Liability: $4,000,000 - Each Claim Limit $4,000,000 - Aggregate Limit EIL coverage must be included in policies listed in subsection (a) above; or, such insurance shall be provided under separate policies. Liability for damage occurring while loading, unloading and transporting materials collected under the Agreement shall be included under the Automobile Liability insurance or other policies. ANY POLLUTION EXPOSURE, INCLUDING ENVIRONMENTAL IMPAIRMENT LIABILITY, ASSOCIATED WITH THE SERVICES AND OPERATIONS PERFORMED UNDER THIS AGREEMENT SHALL BE COVERED; IN ADDITION TO SUDDEN AND ACCIDENTAL CONTAMINATION OR POLLUTION, LIABILITY FOR GRADUAL RELEASES, SPILLS, OR EMISSIONS AND ALL CLEAN-UP COSTS SHALL BE COVERED. (e) Professional Liability (Errors & Omissions): Applicable N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. (f) Asbestos Abatement Liability – not applicable $2,000,000 - Each Occurrence with No Sunset Clause Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 8 of 15 12.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers’ compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days’ notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days’ notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Contractor has obtained all required insurance will be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 13. Compliance with Laws, Ordinances, Rules and Regulations. Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor must immediately desist from and correct the violation. 14. Licenses and Permits. Contractor certifies and warrants that on the day any work is to commence under this Agreement and during the duration of the Agreement it shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this Agreement. Contractor also certifies that if it uses any subcontractor in the performance of this Agreement, that such subcontractor shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this Agreement. 15. Non-Discrimination Covenant. Contractor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor’s duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 9 of 15 COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 16. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Nixa Benitez, Interim Environmental Manager Environmental Services Department 200 Texas Street Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney’s Office at same address To CONTRACTOR: JF Petroleum Group, Inc. Attn: Margaret Lawson 1001 Spinks Road Suite #220 Flower Mound, Texas 75028 17. Solicitation of Employees. Neither City nor Contractor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 18. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 19. No Waiver. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Contractor’s respective right to insist upon appropriate performance or to assert any such right on any future occasion. 20. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 21. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 22. Force Majeure. City and Contractor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 10 of 15 in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, “Force Majeure Event”). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party’s performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 23. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 24. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A and B. 25. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 26. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 27. Warranty of Services. Contractor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor’s option, Contractor will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming services. 28. Immigration Nationality Act. Contractor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Contractor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Contractor, will have the right to immediately terminate this Agreement for violations of this provision by Contractor. Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 11 of 15 29. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, “Work Product”). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 30. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 31. Change in Company Name or Ownership. Contractor must notify City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Contractor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 32. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 33. Prohibition on Boycotting Energy Companies. Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 12 of 15 companies; and (2) will not boycott energy companies during the term of this Agreement. 34. Prohibition on Discrimination Against Firearm and Ammunition Industries. Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 35. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 36. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 37. Default. If Contractor fails to begin work or to complete work within the time specified in a Task Order, City shall have the right to take charge of and complete the work in such a manner as it deems appropriate. If the City exceeds the costs detailed herein or in the Task Order, City may deliver to Contractor a written itemized statement of the excess costs and Contractor shall reimburse the City for such excess costs without delay. If at any time during the terms of this Agreement, the work of the Contractor fails to meet the specifications of this Agreement or to meet the standards of duty, care, or proficiency of a reasonable and competent Contractor, City may notify the Contractor of the deficiency in writing. Failure of the Contractor to correct such deficiency and complete the work required under this Agreement or a Task Order to the satisfaction of the City within ten (10) days after written notice shall constitute default, and shall result in termination of this Agreement. Contractor shall not be deemed to be in default because of any failure to perform under this contract if the failure arises solely from causes beyond the control of the Contractor and without any fault or negligence by the Contractor. Such causes shall include acts of God, acts of war or terrorism, fires, floods, epidemics, quarantine restrictions, labor strikes, freight embargoes, and events of unusually severe weather. [signature page follows] Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 13 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: ___________________________ Name: Valerie Washington Title: Assistant City Manager Date: _____________, 2024 APPROVAL RECOMMENDED: By: ______________________________ Name: Nixa Benitez Title: Interim Environmental Program Manager ATTEST: By: ______________________________ Name: Jannette S. Goodall Title: City Secretary 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. By: ______________________________ Name: Roger Grantham Title: Environmental Supervisor APPROVED AS TO FORM AND LEGALITY : By: ______________________________ Name: Matthew A. Murray Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A CONTRACTOR: JF Petroleum Group, Inc. By: Name: Margaret Lawson Title: Vice-President Date: _____________, 2024 Asbestos and Mold-Contaminated Materials Services Agreement Intercon Environmental, Inc. Page 14 of 15 EXHIBIT “A” SCOPE OF SERVICES Scope of services includes the following: Furnishing the equipment, labor, materials, superintendence, and removal of any byproducts or any other items or services necessary to perform the required testing of petroleum storage tanks owned or operated by the City of Fort Worth. Occasional emergency repair work may also be required as well as PST related training activities, when applicable, with implementation of technological upgrades to the City’s fuel management infrastructure. The City of Fort Worth operates 17 active underground storage tanks at 7 sites. Site Address # of USTs Fuel Type Lines Northside SC 301 Hillshire 4 Gas/Diesel Yes James SC 5201 James 5 Gas/Diesel Yes Southside SC 5201 Columbus Trail 3 Gas/Diesel Yes Fire Station 2 1000 Cherry 0 Diesel Yes Fire Station 14 2737 Meadowbrook 2 Gas/Diesel Yes Fire Station 31 4209 Longstraw 2 Gas /Diesel Yes Fire Station 32 10201 White Settlement 2 Gas /Diesel Yes Fire Station 33 14650 Statler 2 Gas /Diesel Yes Southeast SC 5000 MLK 0 Gas Stage I Only Yes Village Creek 4500 Wilma Lane 0 Gas Stage I Only No Contractor shall coordinate with the City’s Environmental Services and Property Management Departments to establish a tentative schedule for required regulatory testing no later than fourteen (14) calendar days from date of Notice to Proceed. Vendor must be able to provide service (on call) twenty four (24) hours per day, seven (7) days a week, including holidays. If the vendor cannot respond to an outage within the specified time, the City has the option to obtain service from other qualified vendors. Response Time (following notification) Normal – Work shall have begun by the end of the normal working hours of the next day. Emergency – Work shall have started within four (4) hours. Petroleum Storage Tank Compliance Testing Services JF Petroleum Group, Inc. Page 15 of 15 EXHIBIT “B” FEE SCHEDULE Compensation to be paid shall be in accordance with the table included in this Exhibit “B.” The total fee paid by the City shall not exceed a total of Fifty Thousand Dollars and 00/100 ($50,000.00). There is no guarantee of any minimum amount of work to be authorized by the City under this Agreement. System Tests UnitPrice QTY Extended Price Tank Test 450.00 16 7200.00 Stage I Compliance Test (PD & PV Valves)65.65 6 393.90 Annual Release Detection 300.00 16 4800.00 Line and Leak Detector Test 140.65 20 2813.00 Interstitial Test BOI)292.50 12 3510.00 Spill Bucket Test 99.00 20 1980.00 Dispenser PanTest 161.25 28 4515.00 STPSumpTest 161.25 20 3225.00 Overfill 85.00 16 1360.00 Miscellaneous Parts/Supplies UnitPrice Extended Price Fill Cap 55.71 8 445.68 Fill CapGasket 4.75 8 38.00 Vent Cap 209.76 8 1678.08 EmployeeLaborRates perHour Per hour Extended Price Principal 105.00 80 8400.00 Technician 77.00 80 6160.00 Mark up for Outside Services % mark up Extended Price For materials, equipment, supplies, PST related maintenance services, and PST training that are not included in the above listed prices but are required at a job site. 15 N/A [Remainder of page is left blank intentionally]