HomeMy WebLinkAboutContract 61331 (2)CS No. 61331
FORTWORTH,,,
4,111
STANDBY VENDOR SERVICES AGREEMENT
This STANDBY VENDOR SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH ("City"), and CJA ENTERPRISES
LLP, ("Vendor"), each individually referred to as a "Party" and collectively referred to as the
"Parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Standby Vendor Services Agreement;
2. Exhibit A
— Scope of Services;
3. Exhibit B
— Price Schedule;
4. Exhibit C
— Sample Addendum/Statement of Work; and
5. Exhibit D
— 2 CFR 200 Provisions
Exhibits A- D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes ("Exhibits"). Exhibit D shall only be applicable to statements of work
that are in response to an emergency or disaster for which a Federal Disaster is declared and the
work is reimbursable pursuant to that declaration. The Parties agree that the provisions of Exhibit
D become effective immediately upon a Federal Disaster Declaration, even if the statement of
work was executed prior to the declaration. In the event of any conflict between the terms and
conditions of the Exhibits and the terms and conditions set forth in the body of this Agreement,
the terms and conditions of this Agreement shall control.
1. Scope of Services. Vendor enters into this non-exclusive agreement to provide City with
services procured under the City's emergency procurement process on an as -needed basis
("Services"). Exhibit "A," - Scope of Services more specifically describes the Services to be
provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on September 30, 2024 ("Expiration Date"), with two (2)
one-year options to renew, aligned with Interlocal Agreement with Tarrant County, Texas,
Contract F2023179, unless terminated earlier in accordance with this Agreement.
3. Comnensation & Statement of Work.
3.1. General Provisions. No funding is allocated to this Agreement on an annual basis. All
funding shall be assigned through individual statements of work that are provided in
response to emergency situations for which the City has gone through the emergency
procurement process required by City policy.
OFFICIAL RECORD
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3.2. Addendum -Statement of Work. When Services are needed, City will provide Vendor with
an applicable Statement of Work, a sample of which is attached as Exhibit "C" to this
Agreement. Each Statement of Work will list the requested Services, a projected
timeframe detailing when Services need to be completed, and the projected amounts for
the Services based on Exhibit `B" of this Agreement. Each Statement of Work must be
signed by both parties. No additional services beyond the scope of the Statement of Work
will be provided by the Vendor unless the City requests and approves in writing the
additional costs for such services. City agrees to pay all invoices of Vendor within thirty
(30) days of receipt of such invoice.
3.3. Invoice. Each invoice shall reference the applicable Statement of Work by addendum
number.
Vendor shall submit invoices to the individual identified as the requesting City
department's point of contact in the applicable Statement of Work.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2. Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of
such occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
4.3. Duties and Obliizations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the
effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Vendor shall provide
City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Vendor has received access to City Information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Vendor hereby agrees immediately to make full
disclosure to City in writing.
5.2. Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written
approval of City.
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5.3. Public Information Act. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential
or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor
to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the
State of Texas or by a court of competent jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify City immediately if the security
or integrity of any City Information has been compromised or is believed to have been
compromised, in which event, Vendor shall, in good faith, use all commercially reasonable
efforts to cooperate with City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with City to protect such City Information
from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final
payment under this contract, 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.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall 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, Vendor shall have the exclusive right to
control the details of its operations and activities and shall be solely responsible for the acts
and omissions of its officers, agents, servants, employees, contractors and subcontractors.
Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City,
its officers, agents, servants and employees, and Vendor, its officers, agents, employees,
servants, contractors and subcontractors. Vendor further agrees that nothing herein shall
be construed as the creation of a partnership or joint enterprise between City and
Vendor. Vendor further understands that City shall in no way be considered a Co -
employer or a Joint employer of Vendor or any individual Vendor places with the City,
including Vendor's officers, agents, servants, employees or subcontractors. Vendor also
recognizes that it shall be responsible for the management of its officers, agents, servants,
employees and subcontractors for any violations of the Vendor's own policies and procedures,
which Vendor represents meet the requirements under the request for proposal for these
services.
8. Liability and Indemnification.
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8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.Z GENERAL INDEMNIFICATION - VENDOR 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 PROPERTYDAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'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 INTENTIONAL
AND NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. FURTHER, IN THE EVENT
CITY IS HELD LIABLE AS A JOINT -EMPLOYER OR DETERMINED TO BE A
JOINT -EMPLOYER BY A COURT OF LAW, ADMINISTRATIVE BODY OR
SIMILAR AUTHORITY, VENDOR COVENANTS AND AGREES TO INDEMNIFY
CITY FOR ANY JUDGMENTS, A WARDS, EXPENSES AND COSTS (INCLUDING
BUT NOT LIMITED TO ATTORNEYS FEES) ORDERED AGAINST THE CITY.
8.3. WAIVER OF CLAIMS AS JOINT -EMPLOYER — Vendor hereby disclaims and waives
any and all claims or causes of action against the City with regard to liability or
responsibility for Vendor's obligations as employer with respect to Vendor's employees,
including but not limited to obligations such as payment of workers compensation
claims or benefits; compliance with the Federal Fair Labor Standards Act; payment or
furnishing of health, retirement or other benefits; and responsibility for payment of
unemployment insurance or contributions.
8.4. INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor 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
shall not apply if City modifies or misuses the software and/or documentation. So
long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section, Vendor shall have the right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, City shall have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor 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 shall have the sole right to conduct the defense of any such claim
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or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Vendor shall fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written
notice of any such claim or action, with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.
If the software 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, Vendor shall, at its own expense and as
City's sole remedy, either: (a) procure for City the right to continue to use the
software and/or documentation; or (b) modify the software 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 Vendor terminate this Agreement, and refund all amounts paid to
Vendor by City, subsequent to which termination City may seek any and all remedies
available to City under law.
9. Assiunment and Subcontractinu.
9.1. Assicmnent. Vendor shall 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 shall execute a written agreement with City and Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under
this Agreement prior to the effective date of the assignment.
9.2. Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree
to be bound by the duties and obligations of Vendor under this Agreement as such duties
and obligations may apply. Vendor shall provide City with a fully executed copy of any
such subcontract.
10. Insurance. Vendor shall 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 work pursuant to this Agreement:
10.1. Coverace 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
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Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall 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 work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other
requirements. Coverage shall 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 shall be submitted to City
to evidence coverage.
10.2. General Reauirements
(a) The commercial general liability and automobile liability policies shall name City as
an additional insured thereon, as its interests may appear. The term City shall include
its employees, officers, officials, agents, and volunteers in respect to the contracted
services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the
event of non-payment of premium. Notice shall be sent to the Risk Manager, City of
Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth
City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current A.M.
Best Key Rating Guide, or have reasonably equivalent financial strength and solvency
to the satisfaction of Risk Management. If the rating is below that required, written
approval of Risk Management is required.
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(e) Any failure on the part of City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required insurance
shall be delivered to the City prior to Vendor proceeding with any work pursuant to
this Agreement.
11. ComDliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and
local laws, ordinances, rules and regulations and that any work it produces in connection with
this Agreement will also comply with all applicable federal, state and local laws, ordinances,
rules and regulations. In particular, and without limiting the generality of the foregoing
statement, the Vendor acknowledges and agrees that it is responsible for compliance with all
applicable requirements of the Federal Fair Labor Standards Act, including but not limited to
restrictions regarding number of hours worked per week and payment of lawfully owed over
time and minimum wage. If City notifies Vendor of any violation of such laws, ordinances,
rules or regulations, Vendor shall immediately desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subvendors and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it shall not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by
law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other parry, 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, certified, return
receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's
Office at same address
To VENDOR:
CJA Enterprises LLP
Carla Peacock / Contracts
362 Crossroads Rd
Collinsville, TX, 76233
14. Solicitation of Emplovees. Vendor shall not, 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
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the City during the term of this Agreement, without the prior written consent of the City.
Notwithstanding the foregoing, this provision shall not apply to an employee of City who
responds to a general solicitation of advertisement of employment by Vendor.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City
does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of City's or Vendor's respective right to insist upon appropriate performance or to assert any
such right on any future occasion.
17. Governing Law / Venue. This Agreement shall 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 shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort
Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but will not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance, or regulation;
acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots;
epidemics or pandemics; government action or inaction; orders of government; material or
labor restrictions by any governmental authority; transportation problems; restraints or
prohibitions by any court, board, department, commission, or agency of the United States or
of any States; civil disturbances; other national or regional emergencies; or any other similar
cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such
obligation is suspended during the period of, and only to the extent of, such prevention or
hindrance, provided the affected Party provides notice of the Force Majeure Event, and an
explanation as to how it prevents or hinders the Party's performance, as soon as reasonably
possible after the occurrence of the Force Majeure Event, with the reasonableness of such
notice to be determined by the City in its sole discretion. The notice required by this section
must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or
limit the scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have 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 shall not be employed in the
interpretation of this Agreement or Exhibits A-D.
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22. Amendments / Modifications / Extensions. No amendment, modification, or extension of
this Agreement shall be binding upon a parry hereto unless set forth in a written instrument,
which is executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A-D, contains the entire
understanding and agreement between City and Vendor, their assigns and successors in
interest, as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall
together constitute one and the same instrument.
25. Warranty of Services. Vendor 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 Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform
the services in a manner that conforms with the warranty, or (b) refund the fees paid by City
to Vendor for the nonconforming services.
26. Immigration Nationalitv Act. Vendor shall 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, Vendor shall provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as
well as establish appropriate procedures and controls so that no services will be performed by
any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
VENDOR, VENDOR'S EMPLOYEES, SUBVENDORS, AGENTS, OR LICENSEES.
City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work
papers, procedures, guides, and documentation, created, published, displayed, and/or produced
in conjunction with the services provided under this Agreement (collectively, "Work
Product"). Further, City shall be the sole and exclusive owner of all copyright, patent,
trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of
the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within
the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,
or any part thereof, is not considered a "work -made -for -hire" within the meaning of the
Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive
right, title and interest in and to the Work Product, and all copies thereof, and in and to the
copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may
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have or obtain, without further consideration, free from any claim, lien for balance due, or
rights of retention thereto on the part of City.
28. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has the
legal authority to execute this Agreement on behalf of his or her 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(s) or statement of works hereto may be
executed accordingly. Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment or statement of work hereto.
Any signature delivered by a party by facsimile or other electronic transmission (including
email transmission of a portable document file (pdf) or similar image shall be deemed to be an
original signature hereto.
29. Change in Companv Name or Ownership. Vendor shall notify City's Purchasing Manager,
in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor 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.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a
contract with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By
signing this contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract.
31. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has
a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy
company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City
that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
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32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid
wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against
a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and
"firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City
that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement.
33. Federal Compliance: Vendor agrees to comply with all federal statutes relating to
nondiscrimination, labor standards, domestic preference and environmental compliance.
Additionally, for work to be performed under the Agreement or subcontract thereof, including
procurement of materials or leases of equipment, Vendor shall notify each potential
subcontractor or supplier of the Vendor'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) any other nondiscrimination provisions in any specific
statute(s) applicable to any Federal funding for this Agreement; (g) the requirements of any
other nondiscrimination statute(s) which may apply to this Agreement; (h) applicable
provisions of the Davis -Bacon Act under 40 USC § 3141— 3148, and the Contract Work Hours
and Safety Standards Act under 40 USC § 3701— 3708; (i) applicable provisions of the Rights
to Invention Made Under Contract or Agreement Act under 37 CFR Part 40 1; 0) applicable
provisions of the Clean Air Act under 42 USC § 7401 — 7671, the Energy Federal Water
Pollution Control Act 33 USC § 1251 — 1387, and the Energy Policy Conservation Act under
42 USC § 6201; (k) compliance with all Buy America requirements under 23 USC 313 and 23
CFR 635.410, which require a domestic manufacturing process for any steel or iron products;
(1) Compliance with Prohibition on Certain Telecommunications and Video Surveillance
Services or Equipment under 2 CFR §200.216 and §200.471; (m) compliance with federal
assistance programs under Executive Order 12549, Debarment and Suspension, which prohibit
participation of debarred or suspended or otherwise excluded from or ineligible vendor or its
suppliers using federal funds; (n) compliance with federal restriction on lobbying expenditures
under 2 CFR 200 clauses: (o) consistent with Domestic preferences for procurements under 2
CFR §200.322, which provide a preference for the purchase, acquisition, or use of goods,
products, or materials produced in the United States as appropriate and to the greatest extent
practicable.
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34. 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
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: oGuni Apr 2 ,202409:31 CDT)
Name: Jo Ann Gunn
Title: Chief Procurement Officer
Date: Apr 25, 2024
APPROVAL RECOMMENDED:
By: Jo Gun rFApr2 ,202409:31 CDT)
Name: Jo Ann Gunn
Title: Chief Procurement Officer
ATTEST: 1 FORr'na
ors �=a
By: ova �ooe *�d
Name: Jannette S. Goodall aaaIlnnEp654ga
Title: City Secretary
VENDOR:
CJA Enterprises LLP
:
BY
Name: Carla Peacock
Title: owner
Date: Apr 22, 2024
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:17- Apr] 2Q4n9:31CDT)
Name: Jo Ann Gunn
Title: Chief Procurement Officer
APPROVED AS TO FORM AND
LEGALITY:
uJ
By:
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
Standby Agreement - City of Fort Worth and CJA Enterprises LLP CITY SECRETARY
Page 12 of 21 FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide Aggregate Road Surface Treatment and Related Services to City as
requested in response to an emergency situation, utilizing Interlocal Agreement with Tarrant
County, Texas, Contract F2023179. Specific requirements for each disaster response will be
detailed in the signed Statement of Work (Attachment C) for that emergency.
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EXHIBIT B
PRICE SCHEDULE
Pricing will be subject to Interlocal Agreement with Tarrant County, Texas, contract F2023179.
Vendor will reference the cooperative contract number and appropriate Statement of Work by
addendum number when submitting invoices.
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EXHIBIT C
SAMPLE ADDENDUM/STATEMENT OF WORK
CSC No. _ Addendum No.
Statement of Work
Emergency ID and Description: <insert name of the emergency situation and a brief
description of the incident. This should all be pulled from the emergency memo>.
Services Needed: <Describe Services that are needed. As able, add locations, timing metrics,
pick up and drop off, etc.>
Total authorized amount: <this is still subject to the pricing they provided on the coop, so it
must match. Put an estimate here of what it should cost. Attach the then -current pricing from the
coop to the statement of work> Vendor will reference the appropriate Statement of Work by
addendum number when submitting invoices.
CITY OF FORT WORTH, TEXAS: VENDOR:
By: By:
Name: Name:
Title: Assistant City Manager Title:
Date:
ATTEST:
By:
Name:
Title: City Secretary
APPROVED AS TO FORM
AND LEGALITY:
By:
Name:
Title: Assistant City Attorney
Date:
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.
Department Contact
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EXHIBIT D
2 CFR 200 Provisions
For purposes of the following clauses, the City of Fort Worth is referred to as "City" and
"Contractor" shall refer to the other party to this Agreement. If applicable to the work or services
being performed by Contractor under the Agreement, the following provisions are adopted and
form a part of the Agreement.
A. DAMAGES, 2 CFR §200.326 Appendix II to Part 200 (A)
(1) All work to be performed under this Agreement shall be timely commenced. A
breach of this Agreement by Contractor would cause substantial delay in the completion of the
required services affecting the safety and welfare of the public.
(2) In the event of Contractor's breach of its performance obligations, City shall have all
rights and remedies against Contractor as provided by law.
B. TERMINATION RIGHTS, 2 CFR §200.326 Appendix II to Part 200 (B)
In addition to any termination rights included in the Agreement, City shall have the following
termination rights:
Termination for Convenience: Whenever the interests of the City so require, City may terminate
the parties' Agreement, in whole or in part, for the convenience of the City. City shall give
Contractor thirty (30) days prior written notice of termination specifying the portions of the
Agreement to be terminated and when such termination will become effective. If only portions of
the parties' agreement are terminated, Contractor has the right to withdraw from the parties'
Agreement, without adverse action or claims. In the event of a termination for convenience by
City, Contractor shall be entitled to payment for all work and services performed by it up to the
effective date of such termination.
Termination for Cause: The City may, by written notice of default to Contractor, terminate the
parties' Agreement, in whole or in part, if the Contractor fails to satisfactorily perform any
provisions of the parties' agreement after a period of ten (10) following Contractor's receipt of a
Notice of Deficiency provided by City.
C. EQUAL EMPLOYMENT OPPORTUNITY CLAUSE (2 CFR §200.326 Appendix II
to Part 200 (C))
If applicable to the work and services performed by Contractor under the Agreement, during the
performance of the Agreement, Contractor shall comply with the Equal Employment Opportunity
Clause (41 CFR 60-1.4(b)):
(1) Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. Contractor will take affirmative action to
ensure that applicants are employed, and that employees are treated during employment without
regard to their race, color, religion, sex, or national origin. Such action shall include, but not be
limited to the following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. Contractor agrees to post in conspicuous places,
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Page 16 of 21
available to employees and applicants for employment, notices to be provided setting forth the
provisions of this nondiscrimination clause.
(2) Contractor will, in all solicitations or advertisements for employees placed by or on
behalf of the Contractor, state that all qualified applicants will receive considerations for
employment without regard to race, color, religion, sex, or national origin.
(3) Contractor will send to each labor union or representative of workers with which it
has a collective bargaining agreement or other agreement or understanding, a notice to be provided
advising the said labor union or workers' representatives of the Contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(4) Contractor will comply with all provisions of Executive Order 11246 of September
24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(5) Contractor will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor for
purpose of investigation to ascertain compliance with such rules, regulations, and orders.
(6) In the event of the Contractor's noncompliance with the nondiscrimination clauses
of this Agreement or with any of the said rules, regulations or orders, this Agreement may be
canceled, terminated, or suspended in whole or in part and the Contractor may be declared
ineligible for further City contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions
may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(7) contractor will include the portion of the sentence immediately preceding paragraph
(1) and the provisions of subparagraphs 1 through 7 in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or contractor. contractor will take such action with respect to any subcontract
or purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: provided, however, that in the event contractor becomes
involved in, or is threatened with, litigation with a subcontractor or contractor as a result of such
direction by the administering agency the contractor may request the United States to enter into
such litigation to protect the interest of the United States.
DAVIS-BACON ACT AND COPELAND "ANTI -KICKBACK" ACT (2 CFR §200.326
Appendix II to Part 200 (D))
If applicable to the work and services performed by Contractor under the parties' Agreement:
(1) Bacon -Davis Act: Applicable to construction or repair of public buildings or public
works. See FEMA Public Assistance Program and Policy Guide, Ch.2 (V)(G)(2), page 32 and Ch.
(FP 104-009-2/January 2016);
(2) Copeland "Anti -Kickback" Act: In contracts subject to the Davis -Bacon Act,
Contractor shall comply with the Copeland "Anti -Kickback" Act (40 U.S.C. §3145), as
supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and
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Page 17 of 21
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants
from the United States"). The Act provides that the contractor and subcontractor must be
prohibited from inducing, by any means, any person employed in the construction, completion, or
repair of public work, to give up any part of the compensation to which he or she is otherwise
entitled. The City must report all suspected or reported violations to the appropriate Federal
agency.
(a) Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into
this Agreement.
(b) Contractor or subcontractor shall insert in any subcontract the clause above
and such other clauses as FEMA may by appropriate instructions require, and also a clause
requiring the subcontractors to include these clauses in any lower tier subcontracts. The
Contractor shall be responsible for the c compliance by any subcontractor or lower tier
subcontract with all of these contract clauses.
(c) A breach of the Agreement clause above may be grounds for termination
of the Agreement, and for debarment as a contractor and subcontractor as provided in 29
C.F.R.§5.12.
D. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (2 CFR §200.326
Appendix II to Part 200 (E)) (40 U.S.C. 3701-3708)
Contracts in excess of $100,000 that involve the employment of mechanics or laborers shall
comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29
CFR Part 5). Under 40 U.S.C. 3702 of the Act, each Contractor and its subcontractors shall
compute the wages of every mechanic and laborer on the basis of a standard work week of 40
hours. Work in excess of the standard work week is permissible provided that the worker is
compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked
in excess of 40 hours in the work week.
Overtime requirements. No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-halftimes the basic rate of pay for all hours worked
in excess of forty hours in such workweek.
(1) Violation: liability for unpaid wages: liquidated damages. In the event of any
violation of the clause set forth in this section the Contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall
be liable to the United States (in the case of work done under contract for the District of Columbia
or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages
shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in this section, in the sum of $10 for each
calendar day on which such individual was required or permitted to work in excess of the standard
workweek of forty hours without payment of the overtime wages required by the clause set forth
in this section.
(2) Withholding for unpaid wages and liquidated damages. The City shall upon its own
action or upon written request of an authorized representative of the Department of Labor withhold
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or cause to be withheld, from any moneys payable on account of work performed by the Contractor
or subcontractor under any such contract or any other Federal contract with the same prime
contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in paragraph (2) of this section.
(3) The Contractor and subcontractor shall insert in any subcontract the clauses set
forth in paragraphs (1) through (4) of this section and also a clause requiring the subcontractors to
include these clauses in any lower tier subcontracts.
E. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT, 2
CFR §200.326 Appendix II to Part 200 (F)
If applicable to the work and services performed by Contractor under the parties' Agreement and
if the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the
City wishes to enter into a contract with a small business firm or nonprofit organization regarding
the substitution of parties, assignment or performance of experimental, developmental, or research
work under that "funding agreement," the City must comply with the requirements of 37 CFR Part
401, "Rights to Inventions Made by Nonprofit Organizations and Small Business."
F. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (2
CFR §200.326 Appendix II to Part 200 (G))
Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the
Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act as amended
(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the
Regional Office of the Environmental Protection Agency (EPA).
Contractor shall include the foregoing requirements in each subcontract exceeding $100,000.
G. DEBARMENT AND SUSPENSION (2 CFR §200.326 Appendix II to Part 200 (I))
(1) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2
C.F.R. pt. 3000. As such, the Contractor is required to verify that none of the Contractor, its
principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are
excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,
subpart C and must include a requirement to comply with these regulations in any lower tier
covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by City. If it is later
determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C, in addition to remedies available to City, the Federal Government may pursue
available remedies, including but not limited to suspension and/or debarment.
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(4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart
C and 2 C.F.R. pt. 3000, subpart C throughout the period of performance. The Contractor further
agrees to include a provision requiring such compliance in its lower tier covered transactions.
H. BYRD ANTI -LOBBYING AMENDMENT (2 CFR §200.326 Appendix II to Part 200
(j))
Contractor must file with the City the required certification. Each tier certifies to the tier above
that it will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in connection
with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each
tier must also disclose any lobbying with non -Federal funds that takes place in connection with
obtaining any Federal award. Such disclosures are forwarded from tier -to -tier up to the non -
Federal award. If not provided with a bid response, Contractor must complete and submit the
Certification Regarding Lobbying Form.
I. PROCUREMENT OF RECOVERED MATERIALS (2 CFR §200.326 Appendix II
to Part 200 (K) and 2 CFR §200.322)
(1) In the performance of this contract, the Contractor shall make maximum use of
products containing recovered materials that are EPA -designated items unless the product cannot
be acquired.
(a) Competitively within a timeframe providing for compliance with the
contract performance schedule;
(b) Meeting contract performance requirements; or
(c) At a reasonable price.
(2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, http://www.epa.gov/cpg/. The list of EPA -designate items is
available at http://www.eDa.eov/cD2/`Droducts/htm.
J. ACCESS TO RECORDS
(1) Contractor agrees to provide City, the FEMA Administrator, the Comptroller
General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this Agreement
for the purposes of making audits, examinations, excerpts, and transcriptions.
(2) Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) Contractor agrees to provide the FEMA Administrator or his authorized
representative's access to construction or other work sites pertaining to the work being completed
under the contract.
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K. SEAL, LOGO AND FLAGS
Contractor shall not use the U.S. Department of Homeland Security's seal(s), logos, crests, or
reproductions of flags or likenesses of the U.S. Department of Homeland Security's agency
officials without specific FEMA preapproval.
L. NO OBLIGATION BY FEDERAL GOVERNMENT AND COMPLIANCE WITH
LAWS
The Federal Government is not a party to this Agreement and is not subject to any obligations or
liabilities to City, Contractor, or any other party pertaining to any matter resulting from the
contract. City may seek reimbursement for expenses under this Agreement from FEMA and
Contractor acknowledges that it must comply with all federal laws, regulations, executive orders,
FEMA policies, procedures, and directives.
M. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR
RELATED ACTS
Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this contract.
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