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HomeMy WebLinkAboutContract 61486CSC No. 61486 FORTWORTH.m., 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 Bill's Fence Company, Inc., ("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. 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 April 30, 2025 with three (3) additional one-year option to renew to alien with TIPS Contract number 230104 ("Expiration Date"), unless tenninated earlier in accordance with this Agreement. 3. Compensation & Statement of Work. 3.1. General Provisions. No funding is allocated to this Agreement on an annual basis. All tending shall be assigned through individual statements ofNvork that are provided in response to emergency Situations for wliicll the City has Lone thrOULlI the CIller,,eIICV proCLIrelllCIlt prOCCSS required by City pollCv. ` OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 anytime 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 Oblisations 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, a-ents 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. 5.3. Public Information Act. City is a goVC1`11nlent entity under the laws of the State of Texas and all CIUCUl11CI1B, held or maintained by City are sul_iject 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. S. Liability and Indemnification. 8.1. LIABILITY- FENDOR SHALL BE LIABLE AND RESPONSIBLE FORAM, AND .-ILL PROPERTY LOSS, PROPERTY DA:IIACIE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO :-IM" AND ,-ILL PERSONS, OF : INY KIND OR CHARACTER, WHETHER REAL OR ISSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT 1CT(S) OR 0.111SSION'(S)..11.4LFEASANCE OR IN'TEA7IONAL .1I1SCO.VD(TCT OF 1 ENDOR, ITS OFFICERS-4 GENTS, SER 1 ANTS OR EJIPL01 EES. 8.2. 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 PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANYRESUL TING 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, AWARDS, EXPENSES AND COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEYS FEES) ORDERED AGAINST THE CITY. 8.3. WAIVER OF CLAIMSAS 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 filly 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 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 sof fare 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. Assignment and Subcontracting. 9.1. Assienment. 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. 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 sincyle limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this AQreernent. `'Any vehicle" shall be any vehicle owned, hired and non -owned. (e) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws \\ here the work is being performed Employers' liability S100.000 - 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. (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. Compliance with Laws, Ordinances, Rules and Re<uulations. Vendor agrees that in the perforniancc of Its obligations 11CI-CIInder, it shall comply \\•ith all applicable federal, state and local la\vs, ordinances. riles and regUlatlons and that any work It prodUCCS In connection \\'!th this Agreement will also comply with all applicable federal, state and local laws, ordinances, rides and rCgUlatlons. Ill partiUllar, and Without limiting the generality of the foregoing statement. the Vendor acknowledges and aurces that it is responsible for compliance \\-ith all applicable requirements of the Federal Fair Labor Standards Act, including bUt not limited to restrlct1011S regarding number Of hours \\,orl:ed 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 party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, certified, return receipt requested, addressed as follows: To CITY: To VENDOR: 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 Bill's Fence Company, Inc. Chris Brown, General Manager 6410 T P White Dr Cabot, Arkansas 72023 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 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 ofCity's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governin<u, 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 cglllty. Is brOUzr Ght 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 Majeure. 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 Controlline. 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. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entiretv 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 contcmporancous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. ?-l. 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. ImmiLyration 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 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 (pdt) or similar llllage shall be deerned to be all original signature hereto. 29. Chanue in Companv Name or Ownership. Vendor shall notify City's Purchasing Manager. in writing. of a company name. ownership, or address change for the IlurposC ot'maintallling Updated Clt}' records. The president of -'Vendor or allthorlZ.Cd Official I11uSt 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 Bovcottine EnerLyv 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 S 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. 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: (I j does not have a practice, policy, gUldance, 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 cm (ronmental compliance. Additionally. for work to be performed Under the Agreement or SUbcontract thereof, including prOCUrcn)cnt of materials or leases of Z equipment. Vendor shall notify each potential Subcontractoror supplier 01' the Vendor's federal compliance obligahans. These may include, but are not limited to: (a) Title VI ofthe 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 401; 0) applicable provisions of the Clean Air Act trader 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. 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 NORTH: By: Jo Gun May 31,2024 09:28 CDT) Name: Jo Ann Gunn Title: Chief Procurement Officer Date: May 31, 2024 APPROVAL RECOMMENDED: 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: Jo Gun May 30, 202417:12 CDT) Name: Jo Ann Gunn Title: Chief Procurement Officer APPROVED AS TO FORM AND LEGALITY: By: Jo Gun May 30, 202417:12 CDT) Name: Title: Jo Ann Gunn Chief Procurement Officer �y By: Name: Jeremy Anato-Mensah ATTEST: F4R*4 Title: Assistant City Attorney AF.Q000�odda p!`o eA1d �aa* o0 oao°O* A a`°ns'ao544 CONTRACT AUTHORIZATION: /� M&C: N/A By: Name: Jannette S. Goodall Title: City Secretary VENDOR: Bill's F mt n IN Inc By: C% Name. row i Title: General Manager Date: 2�i'r OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES Vendor will provide fence and gate repair services and related products to City as requested in response to an emergency situation, utilizing TIPS cooperative contract number 230104. Specific requirements for each disaster response will be detailed in the signed Statement of Work (Attachment C) for that emergency. EXHIBIT B PRICE SCHEDULE Pricing will be subject to TIPS cooperative contract number 230104. Vendor will reference the cooperative contract number and appropriate Statement of Work by addendum number when submitting invoices. 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: By: Name: Title: Assistant City Manager Date: ATTEST: By: Name: Title: City Secretary APPROVED AS TO FORM AND LEGALITY: By: Name: Title: Assistant City Attorney B , Title: �Lu gA,A4 �i fr(1.A���•�S 1�G>L Date: 2A- Contract Compliance Manager: By signing I acknoNvlcdgc that I am the person responsible for the monitoring and administration of this contract, InclUdlncy ensuring all performance and reporting requirements. Department Contact 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 ENIPLOYNIENT 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 Ernl)IOvment Ol)pOrtunity Clause (41 CFR 60-1.4(b)): (1) Contractor will not discriminate against any enll)loyee or applicant for employment beCauSe of race, color, reli4gion, sex, or national origin. Contractor \vill 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, 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 riles, regulations, and orders of the Secretary of Labor for purpose of investigation to ascertain compliance with such riles, 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 constriction 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. D. DAVIS-BACON ACT AND COPELAND "ANTI-tocKBACK" ACT (2 CUR §200.326 Appendix 11 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 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. E. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (2 CFR §200.326 Appendix lI 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 ally such laborer or mechanic in any workweek III NVIIICII he Or she Is eIllployed Oil such Nvorli to work in excess Of forty hours in Sllch \vork,,veek 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 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. F. 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." G. 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 EnVlronmental Protection Agency (EPA). Contractor shall include the foregoing requirements in each subcontract exceeding S 100,000. H. 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. (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. I. BYRD ANTI -LOBBYING AMENDMENT (2 CFR §200.326 Appendix II to Part 200 M) 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 fiends 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. J. 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 1te111S unless the prodLlct cannot be acquired. (a) Competitively within a tinlefranie 1)roviding for compliance with the contract performance schedule; (b) Meeting contract 1)erforinallce regl11re111e11tS; 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 httn://www.eDa.Lov/cnsJproducts/htrn. K. 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. L. 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. M. 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. N. 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.