HomeMy WebLinkAboutContract 62721CITY OF FORT WORTH
PURCHASE AGREEMENT BASED UPON AN INTERLOCAL AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND ARMSTRONG ARCHIVES, LLC
WHEREAS Section 271.102 of the Texas Local Government Code allows Local Governments to pursue
mutually beneficial cooperative purchasing programs;
WHEREAS, pursuant to Chapter 791 of the Texas Government Code and Subchapter F, Chapter 271 of
the Texas Local Government Code, the City of Fort Worth ( City), a Texas home -rule municipality and
North Central Texas Council of Governments (NCTCOG) entered into an Interlocal Cooperative
Purchasing Agreement on November 17, 2016 which provides that when one of the Local Government
Entities enters into a contract with a Vendor for goods and services, the other Local Government is able
to enter into a Purchase Agreement with the Vendor under the same terms and conditions offered to the
Original Local Government Entity so long as the Vendor is agreeable. (Copy Attached as Exhibit A); and
WHEREAS, Armstrong Archives, LLC (“Vendor”) responded to Request for Proposals 2022-003 (RFP)
issued by NCTCOG agreeing to allow other Local Governmental Entities to enter into a Purchase
Agreement with Vendor (Copy attached as Exhibit A);
NOW THEREFORE, City and Vendor each of which will individually be referred to as a “Party” and
collectively as the “Parties” enter into this Purchase Agreement.
The Parties agree that any references to NCTCOG in Exhibit shall be construed as the “City of Fort
Worth” for the purposes of this Agreement and all rights, benefits, duties, and obligations shall inure to
the City as if the contract in Exhibit B were originally executed between the City and Vendor. This shall
specifically include any requirements imposed on Vendor by virtue of NCTCOG Request for Proposal
2022-003 included in Exhibit B.
The Agreement includes the following documents which shall be construed in the order of precedence in
which they are listed:
1. Exhibit A – Master Services Agreement between Armstrong Archives, LLC & the
NCTCOG;
2. Exhibit B – ILA Agreement between the City of Fort Worth and NCTCOG;
3. Exhibit C – Vendor’s Quote, Pricing, Scope of Services or Purchase Order; and
4. Exhibit D – Conflict of Interest Questionnaire.
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit
B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits
thereto. In the event of a conflict between the Exhibits and this Agreement this Agreement shall control.
Cityshall pay Vendor in accordance with the fee schedule in Exhibit C and in accordance with the
provisions of this Agreement. Total payment made under this Agreement by City shall be in the amount
of up to Four Hundred Thousand Dollars ($400,000.00) annually. Vendor shall not provide any
additional itemsor services or bill for expenses incurred for City not specified by this Agreement unless
City requests andapproves in writing the additional costs for such services. Cityshall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses
in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and ends on February 28, 2025 with two (2) additional one (1) year
terms through February 28, 2027 in line with the interlocal agreement.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent documents and records of Vendor
involving transactions relating to this Agreement. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities subject to Vendor’s reasonable rules and regulations while
at Vendor’s 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, and all such audits shall be conducted on regular business days during Vendor’s regular
business hours in a manner that will not unreasonably interfere with Vendor’s operations at its facilities.
City’s auditors shall present proper credentials to the manager of Vendor’s facility at the time that they
are admitted to such.
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.
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 or, (2) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To VENDOR:
Armstrong Archives, LLC
Sherri Taylor, President
Address:
1515 Crescent Drive
Carrolton, TX 75006
To CITY:
City of Fort Worth
Attn: , Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
With copy to Fort Worth City Attorney’s Office at
same address
Cityis 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. To the extent the Agreement
requires that City maintain records in violation of the Act, City hereby objects to such provisions and such
provisions are hereby deleted from the Agreement and shall have no force or effect. 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.
Nothing herein constitutes a waiver of City’s sovereign immunity. To the extent the Agreement
requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted
and shall have no force or effect.
To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify
or hold Vendor or any third party harmless from damages of any kind or character, City objects to these
terms and any such terms are hereby deleted from the Agreement and shall have no force or effect.
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 2271 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The terms “boycott Israel” and “company” has the meanings ascribed
to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, 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 Agreement.
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 2276 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more
that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the
extent that Chapter 2276 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.
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does
not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that has a value
of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with
10 or more full-time employees unless the contract contains a written verification from the Vendor that it:
(1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity
or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, 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.
(signature page follows)
(remainder of this page intentionally left blank)
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Party.
CITY OF FORT WORTH:
By:
Name:
Title: Assistant CityManager
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.
Date:
APPROVALRECOMMENDED:By:
Name:
Title:
By:
Name:
Title
APPROVED AS TO FORM AND LEGALITY:
ATTEST: By:
Name: Andrea Phillips
Title: Assistant CityAttorney
By:
Name: Jannette Goodall
Title: City Secretary
CONTRACTAUTHORIZATION:
M&C: 24-1062
M&C Approved December 10, 2024
Form 1295 Certification No. 2024-1221477
VENDOR:
ArmstrongArchives, LLC
By:
Name: Sherri Taylor
Title: President
Date:1/21/2025
DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 EXHIBIT A
Texas
Your Public Sector Solutions Center
MASTER SERVICES AGREEMENT #2022-003
Document Management Solutions
THIS MASTER SERVICES AGREEMENT ("Agreement"), effective the last date of signed approval
("Effective Date"), is entered into by and between the North Central Texas Council of Governments
("NCTCOG"), a Texas political subdivision and non-profit corporation, with offices located at 616 Six
Flags Drive, Arlington, TX 76011, and
Armstrong Archives ("Contractor")
1515 Crescent Drive
Carrollton, TX 75006
ARTICLE I
RETENTION OF THE CONTRACTOR
1.1 This Agreement defines the terms and conditions upon which the Contractor agrees to provide
Document Management Solutions (hereinafter, "Services") to governmental entities participating in
the Texas SHARE program (hereinafter "Participating Entities"). The Contractor is being retained to
provide services described below to Participating Entities based on the Contractor's demonstrated
competence and requisite qualifications to perform the scope of the services described herein and in the
Request for Proposals #2022-003 (hereinafter, "RFP"). The Contractor demonstrated they have the
resources, experience, and qualifications to perform the described services, which is of interest to
Participating Entities and was procured via the RFP. NCTCOG agrees to and hereby does retain the
Contractor, as an independent contractor, and the Contractor agrees to provide services to Participating
Entities, in accordance with the terms and conditions provided in this Agreement and consistent with
Contractor's response to the RFP.
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SCOPE OF SERVICES
2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a
SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made
a part of this Agreement and shall be subject to the tertns and conditions in this Agreement. In the event
of a conflict between any term or provision in this Agreement and any term or provision in a Purchase
Order, the term or provision in this Agreement shall control unless the conflicting term or provision in
this Agreement is referenced, and expressly stated not to apply, in such Purchase Order.
2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii)
in accordance with generally prevailing indusriy standards; iii) in accordance with Participating
Entities' standard operating procedures and applicable policies, as may be amended from time to time;
and iv) in compliance with all applicable laws, government regulatory requirements, and any other
written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or
Participating Entities.
2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order
amendment. Contractor will not implement any changes or any new Services until a Purchase Order
has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor
acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating
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���u�y ���a�� ��u� uc ��ao�c �u, a„y a����U�,�� not included in a Purchase Order in the absence of a fully
executed amendment of Purchase Order.
2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor.
Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this
agreement.
2.5 NCTCOG Obligations
2.5.1 NCTCOG shal] make available a contract page on its TXSHARE.org website which
will include contact information for the Contractor(s}.
2.6 Participating Entity Obligations.
2.6.1 In order to utilize the Services, Participating Entities must have executed a Master
Interlocal Agreement for Texas SHARE with NCTCOG. This agreement with the
Participating Entity will define the legal relationship between NCTCOG and the
Participating Entity.
2.6.2 In order to utilize the Services, Participating Entities must execute a Purchase Order
with the Contractor. This agreement with the Participating Entity will define the
Services and costs that the Participating Entity desires to have implemented by the
Contractor.
2.7 Contractor Obligations.
2.7.1 Contractor must be able to deliver, perform, install, and implement services with the
requirements and intent of RFP #2022-003.
2.7.2 If applicable, Contractor shall provide all necessary material, labor and management
required to perfonn this work. The scope of services shall include, but not be limited
to, items listed in Appendix A.
2.7.3 Contractor agrees to market and promote the use of the SHARE awarded contract
whenever possible among its current and soiicited customer base. Contractor shall
agree to follow reporting requirements in report sales made under this Master Services
Agreement in accordance with Section 4.2.
ARTICLE IiI
TERM
3.1 This Agreement will commence on the Effective Date and remain in effect for an initial term ending on
February 28, 2024 (the "Term"), unless earlier terminated as provided herein. This Agreement may
be renewed, at NCTCOG's sole discretion, for up to three (3) additional one (1) year terms through
February 28, 2027.
3.2 Termination. NCTCOG and/or Participating Entities may terminate this Agreement and/or any
Purchase Order to which it is a signatory at any time, with or without cause, upon thirty (30) days' prior
written notice to Contractor. Upon its receipt af notice of termination of this Agreement ar Purchase
Order, Contractor shall follow any instructions of NCTCOG respecting work stoppage. Contractor
shall cooperate with NCTCOG and/or Participating Entities to provide for an orderly conclusion of the
Services. Contractor shall use its best efforts to minimize the amount of any non-cancelable obligations
and shall assign any contracts related thereto to NCTCOG or Participating Entity at its request. If
NCTCOG or Participating Entity elects to continue any activities underlying a terminated Purchase
Order after termination, Contractor shall cooperate with NCTCOG or Participating Entity to provide
for an orderly transfer of Contractor's responsibilities with respect to such Purchase Order to NCTCOG
or Participating Entity. Upon the effective date of any such terniination, the Contractor shall submit a
final invoice for payment in accordance with Article IV, and NCTCOG or Participating Entity shall
pay such amounts as are due to Contractor through the effective date of termination. NCTCOG or
Participating Entity shall only be liable for payment of services rendered before the effective date of
termination. If Agreement is terminated, certain reporting requirements identified in this Agreement
shall survive termination of this Agreement.
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3.2.1 Termination for Cause: Either party may immediately terminate this Agreement if the
other party breaches its obligations specified within this Agreement, and, where
capable of remedy, such breach has not been materially cured within thirty (30) days
of the hreaching party's receipt of written notice describing the breach in reasonable
detail.
3.2.2 Breach: Upon any material breach of this Agreement by either party, the non-
breaching party may terminate this Agreement upon twenty (20) days written notice
to the breaching party. The notice shall become effective at the end of the twenty (20)
day period unless the breaching party cures such breach within such period.
ARTICLE IV
COMPENSATION
4.1 Invoices. Contractor shall submit an invoice to the ordering Participating Entity upon receipt of an
executed Purchase Order and after completion of the work, with Net 30 payment terms. Costs
incurred prior to execution of this Agreement are not eligible for reitnbursement. There shall be no
obligation whatsoever to pay for performance of this Agreement from the monies of the NCTCOG or
Participating Entities, other than from the monies designated for this Agreement and/or executed
Purchase Order. Contractor expressly agrees that NCTCOG shall not be liable, financial or
otherwise, for Services provided to Participating Entities.
4.2 Reporting. NCTCOG intends to make this Agreement available to other governmental entities through
its SHARE cooperative purchasing program. Contractor shall submit to NCTCOG on a calendar
quarterly basis a report that identifies any new client Participating Entities, the date and order number,
and the total contracted value of services that each Participating Entity has purchased and paid in full
under this Master Service Agreement. Reporting and invoices should be submitted to:
NCTCOG
ATTN: Texas SHARE
PO Box 5888
Arlington, TX 76005-588$
Email: TexasSHARE(�a,nctcog.org
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 ARTICLE V
SERVICE FEE
5.1 Explanation. NCTCOG will make this Master Service Agreement available to other governmental
entities, Participating Entities, and non-profit agencies in Texas and the rest of the United States through
its SHARE cooperative purchasing program. The Contractor is able to market the Services under this
Agreement to any Participating Entity with emphasis that competitive solicitation is nat required when
the Participating Entity purchases off of a cooperative purchasing program such as SHARE. However,
each Participating Entity will make the decision that it feels is in compliance with its own purchasing
requirements. The Contractor realizes substantial efficiencies through their ability to offer pricing
through the SHARE Cooperative and that will increase the sales opportunities as well as reduce the
need to repeatedly respond to Participating Entities' Requests for Proposals. From these efficiencies,
Contractor will pay an administrative fee to SHARE calculated as a percentage of sales pracessed
through the SHARE Master Services Agreement. This administrative fee is not an added cost to
SHARE participants. This administrative fee covers the costs of solicitation of the contract, marketing
and facilitation, as well as offsets expenses incurred by SHARE.
5.2 Administrative Fee. NCTCOG will utilize an administrative fee, in the form of a percent of cost that
will appiy to all contracts between awarded contractor and NCTCOG or participants resulting from this
solicitation. The administrative fee will be remitted by the contractor to NCTCOG on a yuarterly basis,
along with required quarterly reporting. The remuneration fee for this program will be 2% on sales.
5.3 Setup and lmplementation. NCTCOG will provide instruction and guidance as needed to the
Contractor to assist in maximizing mutual benefits from marketing these Services through the
SHARE purchasing program.
ARTICLE VI
RELATlONSHIP BETWEEN THE PARTIES
6.1 Contractual Relationship. It is understood and agreed that the relationship described in this
Agreement between the Parties is contractual in nature and is not to be construed to create a partnership
or joint venture or agency relationship between the parties. Neither party shall have the right to act on
behalf of the ather except as expressly set fortl� in this Agreement. Contractor will be solely
responsible for and will pay all taxes related to the receipt of payments hereunder and shall give
reasonable proof and supporting documents, if reasonably requested, to verify the payment of such
taxes. No Contractor personnel shall obtain the status of or otherwise be considered an employee of
NCTCOG or Participating Entity by virtue of their activities under this Agreement.
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 HRTICLE VII
REPRESENTATION AND WARRANTIES
7.1 Representations and Warranties. Contractar represents and warrants that:
7.1.1 As of the Effective Date of this Agreeinent, it is not a party to any oraI or written contract or
understanding with any third party that is inconsistent with this Agreement and/or would affect
the Contractor's performance under this Agreement; or that will in any way limit or conflict
with its ability to fulfill the terms of this Agreement. The Contractor further represents that it
will not enter into any such agreement during the Term of this Agreement;
7.1.2 NCTCOG is prohibited from inaking any award or permitting any award at any tier to any party
which is debarred or suspended or otherwise excluded from, or ineligible for, participation in
federal assistance programs under Executive Order 12549, Debarment and Suspension.
Contractor and its subcontractors shall include a statement of compliance with Federal and State
Debarment and suspension regulations in all Third-party contracts.
7.1.3 Contractor shall notify NCTCOG if Contractor or any of the Contractor's sub-contractors
becomes debarred or suspended during the performance of this Agreement. Debarment or
suspension of the Contractor or any of Contractor's sub-contractors may result in immediate
termination of this Agreement.
7.1.4 Contractor and its employees and sub-contractors have all necessary qualifications, licenses,
permits, and/or registrations to perform the Services in accordance with the terms and conditions
of this Agreement, and at all times during the Term, all such qualifications, licenses, pertnits,
and/or registrations shall be current and in good standing.
7.1.5 Contractor shall, and shall cause its representatives to, comply with all municipal, state, and
federal laws, rules, and regulations applicable to the performance of the Contractor's obligations
under this Agreement.
/:\ �I Ii��1 � �l�/�11
CONFIDENT�AL INFORMAT�ON AND OWNERSHIP
8. ] Confidential Information. Contractor acknowledges that any information it or its employees, agents,
or subcontractors obtain regarding the operation of NCTCOG or Participating Entities, its products,
services, policies, customer, personnel, and other aspect of its operation ("Confidential Infonnation")
is proprietary and confidential, and shall not be revealed, sold, exchanged, traded, or disclosed to any
person, company, or other entity during the period of the Contractor's retention hereunder or at any
time thereafter without the express written permission of NCTCOG or Participating Entity.
Notwithstanding anything in this Agreement to the contrary, Contractor shall have no obligation of
confideiitiality with respect to information that (i) is ar beco�nes part of the public domain through no
act or omission of Contractor; (ii) was in Contractor's lawful possession prior to the disclosure and had
not been obtained by Contractor either directly or indirectly from the NCTCOG or Participating Entity;
(iii) is lawfully disclosed to Contractor by a third party without restriction on disclosure; (iv) is
independently developed by Contractor without use of or reference to the NCTCOG's Participating
Entity's Confidential Information; or (v) is required to be disclosed by law or judicial, arbitral or
governmentat order or process, provided Contractor gives the NCTCOG or Participating Entity prompt
written notice of such requirement to permit the NCTCOG or Participating Entity to seek a protective
order ar other appropriate relief. Contractor acknowledges that NCTCOG and Participating Entities
must strictly comply with applicable public information laws, in responding to any request for public
inforn�ation. This obligation supersedes any conflicting provisions of this Agreement.
8.2 Ownership. No title or ownership rights to any applicable software are transferred to the NCTCOG by
this agreement. The Contractor and its suppliers retain all right, title and interest, including ail copyright
and intellectual property rights, in and to, the software (as an independent work and as an underlying
work serving as a basis for any improvements, modifications, derivative works, and applications
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���,1..,.�._, ���Qy ucvci�Y�, a��u a�, ���,��� chereo£ All final documents, data, reports, infornlation, ar
materials are and shall at all times be and remain, upon payment of Contractor's invoices therefore, the
property of NCTCOG or Participating Entity and shall not be subject to any restriction or limitation on
their future use by, or on behalf of, NCTCOG or Participating Entity, except otherwise provided herein.
Subject to the foregoing exception, if at any time demand be made by NCTCOG or Participating Entity
for any documentation related to this Agreement and/or applicable Purchase Orders for the NCTCOG
and/or any Participating Entity, whether after termination of this Agreement of otherwise, the same
shall be turned over to NCTCOG without delay, and in no event later than thirty (30) days after such
demand is made. Contractor shall have the right to retain copies of documentation, and other items for
its archives. If for any reason the foregoing Agreement regarding the ownership of documentation is
determined to be unenforceable, either in whole or in part, the Contractor hereby assigns and agrees to
assign to NCTCOG all rights, title, and interest that the Contractor may have or at any time acquire in
said documentation and other materials, provided that the Contractor has been paid the aforesaid.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. All notices from one Party to another Party regarding this Agreement shall be in writing and
delivered to the addresses shown below:
If to NCTCOG: North Central Texas Council of Governments
P.O. Box 5888
Arlington, TX 76005-5888
Attn: Kristen Torres
(8l 7) b08-2366
Ktorres cnie,�ictco .�org
If to Contractor: Armstrong Archives
Attn: Sherri Taylor
1515 Crescent Drive
Carrollton, TX 75006
(972) 242-7179
staylotr@ aarchi ve s. com
The above contact information may be inodified without requiring an amendment to the Agreement.
9.2 Tax. NCTCOG and several participating entities are exempt from Texas limited sales, federal excise
and use tax, and does not pay tax on purchase, rental, or lease of tangible personal property for the
organization's use. A tax exemption certificate will be issued upon request.
9.3 Indemnitication. Contractor shall defend, indemnify, and hold harmless NCTCOG and Participating
Entities, NCTCOG's afiiliates, and any of their respective directors, officers, employees, agents,
subcontractors, successors, and assigns from any and all suits, actions, claims, demands, judgments,
]iabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and court costs)
{collectively, "Losses") arising out of or relating to: (i) Services performed and carried out pursuant to
this Agreement; (ii) breach of any obligation, wananty, or representation in this Agreement, {iii) the
negtigence or willful misconduct of Contractor and/or its employees or subcontractors; or {iv) any
infringement, misappropriation, or violation by Contractor and/or its employees or subcontractors of
any right of a third party; provided, however, that Contractor shall have no obligation to defend,
indemnify, or hold harmless to the extent any Losses are the result of NCTCOG's or Participating
Entities' gross negligence or willful misconduct.
9.4 Limitation of Liability. In no event shall either party be liable for special, consequential, incidental,
indirect or punitive loss, damages or expenses arising out of or relating to this Agreement, whether
arising from a breach of contract or warranty, or arising in tort, strict liability, by statute or otherwise,
even if it has been advised of their possible existence or if such loss, damages or expenses were
reasonably foreseeable.
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����w�«,����u���� a��y y�.,��„��� uciwi �� �he contrary, neither party's liability shall be limited by this
Article with respect to claims arising from breach of any coniidentiality obligation, arising from such
party's infringement of the other party's intellectual property rights, covered by any express indemnity
obligation of such party hereunder, arising from or with respect to injuries to persons or damages to
tangible property, or arising out of the gross negligence or willful misconduct of the pariy or its
employees.
9.5 Insurance. At all times during the term of this Agreement, Contractor shall procure, pay for, and
maintain, with approved insurance carriers, the minimum insurance requirements set forth below,
unless otherwise agreed in a Purchase Order between Contractor and Participating Entities. Further,
Contractor shall require all contractors and sub-contractors performing work for which the same
liabilities may apply under this Agreement to do likewise. All subcontractors performing work for
which the same liabilities may apply under this contract shall be required to do likewise. Contractor
may cause the insurance to be effected in whole or in part by the contractors or sub-contractors under
their contracts. NCTCOG reserves the right to waive or modify insurance requirements at its sole
discretion.
9.5.1 Workers' Compensation: Statutory limits and employer's liability of $100,000 for each
accident or disease.
9.5.2 Commercial General Liability:
9.5.2.1 Required Limits:
$1,000,000 per occurrence;
$3,000,000 Annual Aggregate
9_5.2.2 Cominercial General Liability palicy shall include:
9.5.2.2.1 Coverage A: Badily injury and property damage;
9.5.2.2.2 Coverage B: Personal and Advertising Injury liability;
9.5.2.2.3 Coverage C: Medical Payments;
9.5.2.2.4 Products: Completed Operations;
9.5.2.2.5 Fire Legal Liabitity;
9.5.2.3 Policy coverage must be on an "occurrence" basis using CGL forms as approved
by the Texas State Board of Insurance.
9.5.3 Business Auto Liability: Coverage shall be provided for all owned hired, and non-owned
vehicles. Required Limit: $1,000,000 combined single limit each accident.
9.5.4 Professional Errors and Omissions liability:
9.5.4.1 Required Limits:
$1,000,000 Each Claim
$1,000,000 Annual Aggregate
9.6 Conilict of Interest. During the term of this Agreement, and all extensions hereto and for a period
of one { 1) year thereafter, neither party, shall, without the prior written consent of the other, directly
or indirectly, whether for its own account or with any other persons or entity whatsoever, employ,
solicit to employ or endeavor to entice away any person who is employed by the other party.
9.7 Force Majeure. It is expressly understood and agreed by both parties to this Agreement that, if the
performance of any provision of this Agreement is delayed by force majeure, defined as reason of
war, civil commotion, act of God, governmental restriction, regulation or interference, fire,
explosion, hurricane, flood, failure of transportation, court injunction, or any circumstances which
are reasonably beyond the control of the party obligated or permitted under the terms of this
Agreement to do or perfonn the same, regardless afwhether any such circumstance is similar to any
of those enumerated herein, the party so obligated or permitted shall be excused from doing or
performing the same during such period of delay, so that the period of time applicable to such
requirement shall be extended for a period of time equal to the period of time such party was
delayed. Each party must inform the other in writing within a reasonable time of the existence of
such force majeure.
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-62C8-2A75FBA785E8
y.o ti��..�y w rC��u�u�. �,���ua�w� a��CCs pro�nptly to inform NCTCOG of any event or change in
circumstances which may reasonably be expected to negatively affect the Contractor's ability to
perfonn its obligations under this Agreement in the maruier contemplated by the parties.
9.9 Availability of Funding. This Agreement and all claims, suits, or obligations arising under or
related to this Agreement are subject to and limited by the receipt and availability of funds which
are received from the Participating Entities by NCTCOG dedicated for the purposes of this
Agreement.
9.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of Texas, United States of America. The mandatory and exclusive venue for the
adjudication or resolution of any dispute arising out of this Agreement shall be in Tarrant County,
Texas.
9.11 Waiver. Failure by either party to insist on strict adherence to any one or more of the terms or
conditions of this Agreement, or on one or more occasions, will not be construed as a waiver, nor
deprive that party of the right to require strict compliance with the same thereafter.
9.12 Entire Agreement. This Agreement and any attachments/addendums, as provided herein,
constitutes the entire agreement of the parties and supersedes all other agreements, discussions,
representations or understandings between the parties with respect to the subject matter hereof. No
amendments hereto, or waivers or releases of obligations hereunder, shall be effective unless agreed
to in writing by the parties hereto.
9.13 Assignment. This Agreement may not be assigned by either Party without the prior written consent
of the other Party.
9.14 Severability. In the event any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision(s) hereof, and this Agreement shall be
revised so as to cure such invalid, illegal, or unenforceable provision(s) to carry out as near as
possible the original intents of the Parties.
9.15 Amendments. This Agreement may be amended only by a written amendment executed by both
Parties, except that any alterations, additions, or deletions to the terms af this Agreement, which are
required by changes in Federal and State law or regulations or required by the funding source, are
automatically incorporated into this Agreeinent without written amendment hereto and shall become
effective on the date designated by such law or regulation.
9.16 Dispute Resolution. The parties to this Agreement agree to the extent possible and not in
contravention of any applicable State or Federal law or procedure established for dispute resolution,
to attempt to resolve any dispute between them regarding this Agreement informally tlu�ough
voluntary inediation, arbitration or any other local dispute mediation process, including but not
limited to dispute resolution policies of NCTCOG, before resorting to litigation.
9.17 Publicity. Contractor shall not issue any press release or make any statement to the media with
respect to this Agreement or the services provided hereunder without the prior written consent of
NCTCOG.
9.18 Survival. Rights and obligations under this Agreement which by their nature should survive will
remain in effect after termination or expiration hereof.
ARTICLE X
ADDITIONAL REQUIREMENTS
10.1 Equal Employment Opportunity. Contractor shall not discriminate against any employee or
applicant for employment because of race, religion, color, sex, sexual orientation, gender identity,
or national origin. Contractor shall take affirmative actions to ensure that applicants are employed,
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
a�,U «�a� c��,���ycG� a�G �►ca�Gu, UU����g �neir employment, without regard to their race, religion, color,
sex, sexual orientation, gender identity, or national origin. Such actions 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.
10.2 Davis-Bacon Act. Contractor agrees to comply with all applicable provisions of 40 USC § 3141 —
3148.
10.3 Contract Work Hours and Selection Standards. Contractor agrees to comply with all applicable
provisions of 40 USC § 3701 — 3708 to the extent this Agreement indicates any employment of
mechanics or laborers.
10.4 Rights to Invention Made Under Contract or Agreement. Contractor agrees to comply with all
applicable provisions of 37 CFR Part 401.
10.5 Clean Air Act, Federal Water Pollution Control Act, and Energy Policy Conservatian Act.
Contractor agrees to comply with all 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 § 5241.
10.6 Debarment/Suspension. Contractor is prohibited from making any award or permitting any award
at any tier to any party which is debaned or suspended or otherwise excluded from or ineligible for
participation in federal assistance programs under Executive Order 12549, Debarment and
Suspension. Contractor and its subcontractors shall comply with the Certification Requiretnents for
Recipients of Grants and Cooperative Agreements Regarding Debannents and Suspensions.
10.7 Restrictions on Lobbying. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractars that
apply or bid for an award exceeding $] 00,000 �nust file the required certi�cation. 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 3l 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.
10.8 Procurement of Recovered Materials. Contractor agrees to comply with all applicable provisions
of 2 CFR §200.322.
10.9 Drug-Free Workplace. Contractor shall provide a drug free work place in compliance with the
Drug Free Work Place Act of 1988.
10.10 Texas Corporate Franchise Tax Certification. Pursuant to Article 2.45, Texas Business
Corporation Act, state agencies may not contract with for profit corporations that are delinquent
in making state franchise tax payments.
10.11 Civil Rights Compliance
Compliance with Re�ulations: Contractor will comply with the Acts and the Regulations relative to
Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation
(USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to
time, which are herein incorporated by reference and made part of this agreement.
Nondiscrimination: Contractor, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, sex, or national origin in the selection and retention of
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
�u�����«a�����, iii�Luui�lg Yi��uiciiivii� of materials and leases of equipment. Contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,
including employment practices when the contract covers any activity, project, or program set forth
in Appendix B of 45 CFR Part 21.
Solicitations for Subcontracts, Includin� Procurement of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by Contractor for work to be
performed under a subcontract, including procurement of materials or leases of equipment, each
potential subcontractor or supplier will be notified by Contractor of obligations under this contract
and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, sex, or
national origin.
Information and Reports: Contractor will provide all information and reports required by the Acts,
the Regulations, and directives issued pursuant thereto, and will permit access to its books, records,
accounts, other sources of information, and facilities as may be determined by the State or the
FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any
information required of Contractor is in the exclusive possession of another who fails or refuses to
furnish this information, Contractor will so certify to NCTCOG, the Texas Department of
Transportation ("the State") or the Federal Highway Administration, as appropriate, and will set
forth what efforts it has made to obtain the information.
Sanctions for Noncompliance: In the event of Contractor's noncompliance with the
Nondiscrimination provisions of this Agreement, NCTCOG will impose such sanctions as it or the
State or the FHWA may determine to be appropriate, including, but not limited to: withholding of
payments to the Contractor under this Agreement until the Contractor compiles and/or cancelling,
terminating or suspension of this Agreement, in whole or in part.
Incorporation of Provisions: Contractor wili include the provisions of the paragraphs listed above,
in this section 10.11, in every subcontract, including procurement of materials and leases of
equipment, unless exeinpt by the Acts, the Regulations and directives issued pursuant thereto.
Contractor will take such action with respect to any subcontract or procurement as NCTCOG, the
State, or the FHWA may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, that if Contractor becomes involved in, or is threatened with, litigation
with a subcontractor or supplier because of such direction, Contractor may request the State to enter
into such litigation to protect the interests of the State. In addition, Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
10.12 Disadvantaged Business Enterprise Program Requirements
Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and
performance of any U.S. Department of Transportation (DOT)-assisted contract or in the
administration of its DBE program or the requirements of 49 CFR Part 26. Contractor shall take all
necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and
administration of DOT-assisted contracts. Each sub-award or sub-contract must include the
following assurance: The Contractor, sub-recipient, or sub-contractor shall not di.scriminate on the
ba.sis of race, color, national origin, or ,sex in the performance of this Agreement. The Contractor
shall carry out applicable ��eguirements of 49 CFR Part 26 in the award and administration of DOT-
assisted contracts. Failure by the Contracto� to carry out these requirements is a material breach
of thi,s agreement, which may result in the termination of this agreement oY such other Yemedy as
the recipient deems appropriate.
10. i 3 Pertinent Non-Discrimination Authorities
During the performance of this Agreement, Contractor, for itself, its assignees, and successors in
interest agree to comply with the following nondiscrimination statutes and authorities; including but
not limited to:
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DocuSign Envelope ID: 3CODAFAC-DC23-4600-62C8-2A75FBA785E8 1964 /42 U.S.C. 2000d ct se ., %g StBt. 2$2 , !,�iOhlbltS
a. ii�ic vi vi �uc �,ivii �gii�a ��� vi \ � � � V'
discrimination ou the basis of race, color, national origin); and 49 CFR Part 2].
b. The Unifonn Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects).
c. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits
discrimination on the basis of sex}.
d. Scction 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27.
e. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age).
f. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123}, as
ainended, (prohibits discrimination based on race, creed, color, national origin, or sex).
g. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal-aid recipients,
subrecipients and cantractors, whether such programs or activities are Federally funded or not}.
h. Titles Il and IlI of tl�e Americans with Disabilities Act, which prohibits discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38.
i. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47l 23) (prohibits
discrimination on the basis of race, color, national origin, and sex).
j. Executive Order 12898, Federai Actions to Address Environmental Justice in Minority
Populations and Low-]ncome Populations, which ensures nondiscrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations.
k. Executive Order 13166, Tmproving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
Vi, the parties must take reasonable steps to ensure that LEP persons have meaningful access to
the progra�ns (70 Fed. Reg. at 74087 to 74100).
i. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.).
10.14 Ineligibility to Receive State Grants or Loans, or Receive Payment on State Contracts
In accordance with Section 231.006 of the Texas Family Code, a child support obligor who is more
than thirty (30) days delinquent in paying child support and a business entity in which thc obligor is
a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five
(25) percent is not eligible to:
a. Receive payments from state funds under a contract to provide property, materials or
services; or
b. Receive a state-funded grant or loan.
By signing this Agreement, the Contractor certifies compliar�ce with this provision.
10.15 House Bill 89 Certification
If contractor is required to make a certification pursuant to Section 2270.002 of the Texas
Government Code, contractor certifies #hat contracto�� does not boycott Israel and will not boycott
Israel during the term of the contract resulting from this solicitation. If contractor does not make
that certification, contractor state in the space below why the certification is not required.
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_______________________________________________________________________________
_______________________________________________________________________________
10.16 Certification Regarding Disclosure of Conflict of Interest.
The undersigned certifies that, to the best of his or her knowledge or belief, that:
“No employee of the contractor, no member of the contractor’s governing board or body, and no
person who exercises any functions or responsibilities in the review or approval of the undertaking
or carrying out of this contract shall participate in any decision relating to this contract which
affects his/her personal pecuniary interest.
Executives and employees of contractor shall be particularly aware of the varying degrees of
influence that can be exerted by personal friends and associates and, in administering the contract,
shall exercise due diligence to avoid situations which give rise to an assertion that favorable
treatment is being granted to friends and associates. When it is in the public interest for the
contractor to conduct business with a friend or associate of an executive or employee of the
contractor, an elected official in the area or a member of the North Central Texas Council of
Governments, a permanent record of the transaction shall be retained.
Any executive or employee of the contractor, an elected official in the area or a member of the
NCTCOG, shall not solicit or accept money or any other consideration from a third person, for the
performance of an act reimbursed in whole or part by contractor or Department. Supplies, tools,
materials, equipment or services purchased with contract funds shall be used solely for purposes
allowed under this contract. No member of the NCTCOG shall cast a vote on the provision of
services by that member (or any organization which that member represents) or vote on any matter
which would provide a direct or indirect financial benefit to the member or any business or
organization which the member directly represents”.
No officer, employee or paid consultant of the contractor is a member of the NCTCOG.
No officer, manager or paid consultant of the contractor is married to a member of the NCTCOG.
No member of NCTCOG directly owns, controls or has interest in the contractor.
The contractor has disclosed any interest, fact, or circumstance that does or may present a potential
conflict of interest.
No member of the NCTCOG receives compensation from the contractor for lobbying activities as
defined in Chapter 305 of the Texas Government Code.
Should the contractor fail to abide by the foregoing covenants and affirmations regarding conflict of
interest, the contractor shall not be entitled to the recovery of any costs or expenses incurred in relation
to the contract and shall immediately refund to the North Central Texas Council of Governments any
fees or expenses that may have been paid under this contract and shall further be liable for any other
costs incurred or damages sustained by the NCTCOG as it relates to this contract.
10.17 Certification of Fair Business Practices
That the submitter affirms that the submitter has not been found guilty of unfair business practices in
a judicial or state agency administrative proceeding during the preceding year. The submitter further
affirms that no officer of the submitter has served as an officer of any company found guilty of unfair
business practices in a judicial or state agency administrative during the preceding year.
10.18 Certification of Good Standing Texas Corporate Franchise Tax Certification
Pursuant to Article 2.45, Texas Business Corporation Act, state agencies may not contract with for
profit corporations that are delinquent in making state franchise tax payments. The undersigned
authorized representative of the corporation making the offer herein certified that the following
DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
���u,�a�oU r.��,wa� �� «Uc a��u ����G�� a��U that the undersigned understands that making a false Proposal
is a material breach of contract and is graunds for contract cancellation.
10.19 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment.
Pursuant to Public Law 115-232, Section 889, and 2 Code of Federal Regulations (CFR) Part 200,
including §200.216 and §200.471, NCTCOG is prohibited from using federal funds to procure,
contract with entities who use, or extend contracts with entities who use certain telecommunications
and video surveillance equipment or services provided by certain Chinese controlled entities. The
Contractor agrees that it is not providing NCTCOG with or using telecommunications and video
surveillance equipment and services as prohibited by 2 CFR §200.216 and §200.471. Contractor shall
certify its compliance through execution of the "Prohibited Telecommunications and Video
Surveillance Services or Equipment Certification," which is included as Appendix D of this Contract.
The Contractor shall pass these requirements down to any of its subcontractors funded under this
Agreement. The Contractor shall notify NCTCOG if the Contractor cannot comply with the
prohibition during the perfonnance of this Contract.
10.20 Discrimination Against Firearms Entities or Firearms Trade Associations
Pursuant to Texas Local Government Code Chapter 2274, Subtitle F, Title 10, prohibiting contracts
with companies who discriminate against firearm and ammunition industries. NCTCOG is prohibited
from contracting with entities, or extend contracts with entities who have practice, guidance, or
directive that discriminates against a firearm entity or %rearm trade association. Contractor shall certify
its compliance tlu-ough execution of the "Discrimination Against Firearms Entities or Firearms Trade
Associations Certification," which is included as Appendix D of this Contract. The Contractor shall
pass these requirements down to any of its subcontractors funded under this Agreement. The
Contractor shall notify NCTCOG if the Contractor cannot comply with the prohibition during the
performance of this Contract.
10.2} Soycotting of Certain Energy Companies
Pursuant to Texas Local Government Code Chapter 2274, Subtitle F, Title 10, prohibiting contracts
with companies who boycott certain energy companies. NCTCOG is prohibited from contracting with
entities or extend contracts with entities that boycott energy companies. Contractor shall certify its
compliance through execution of the "Boycotting of Certain Energy Companies Certification," which
is included as Appendix D of this Contract. The Contractor shall pass these requirements down to any
of its subcontractors funded under this Agreement. The Contractor shall notify NCTCOG if the
Contractor cannot comply with the prohibition during the performance of this Contract.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Armstrong Archives
North Central Texas Council of Governments
�'""''� DocuSigned by:
""_'�^\,
��� �,S�,d, 2/28/2022
aac i BEF�F�zs
Signature +' Date Signature Date
�_ Michael Eastland
����j / ���.,�� Executive Director
[
Printed Name
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
APPENDIX A
Pricing for SHARE
For pocument Management Services, contractor shall quote participatiing SHARE Entities the rates
and/or discount required for a custom implementation of the services specified by the RFP. Contractor's
proposed rate chart for categories/available services for pocument Management Solution Services are
found below.
Respondent I Armstrong Archives
Name:
espondents should furnish a proposal that specif►es a pricing model(s) fliat will apply to a[t
Notes: rders placed under this contract. Tlie pricing models(s) can be based on quantity or a flat
ate across the board. Please provide a current suggested list pricing (rate card) for die
ervices that you intend to provide in your propos�l.
T�B F - I}c�c�me�t �t+��ag� P'ri.,�i.��
� . I�ocument_Sto�a�;e
�3r��.�� r�r��
r,�
�Canci�rd Ree�>rd �a�°tc�� (�.a Cc�l�ic ��e�tj
Letter �ize 1"��ans-fi�� (�.� �ul�ic t��ek)
Legal Siz�?'�`t�ans-�le {.3,G Cubie �eec}
C}tl��r �ixes �p�r Cub`rc f��ot:j
��1L���Q1��•�� ta��ag�
Skandarci Recorcl C�rtcaz� ��.� Cubic �'e�t)
�cstt�r Size'I"rans-�ile (x.q. �u�ic �+�etj
l..��al Si;re "i'�-a�a�-Fiic {�,.0 �ubi� E�eet)
�. �cu��nent� Actav�ty �„r,�r%, ��
Reeriev�l/Iie�1e - Star�c�a�•d Service
R�etri.eval - ������ �ay (reques�. i�y ��:c�a a.r��.}
Retrievai -- � F-Ec�ur (�itqu�st �}� �:o� �.m.)
L�ile L�v�l [i�c���i��;�;
Rc-�axin� (ln��ucies Sup�alies ti� l;,alacr��)
Sc���-o�►-�ema��� - �"' !'���
Scan-�n-�?emar�d - I�ddi�ionai Fa�es
1�Iun�ber c�f Carto»s
�-�,vc2g
Q
u.3z
o.�i�
o.gG
a.�z
ca � -�:�.�
r�.x8
o.��a
�.8�
c�.��
�o,00a+
o.x5
�z.�a
a.75
c�.z�
�.�.�i �.c�z t�.gr�
�.3� �„o,� � t..8rr�
�.�$ 3.Qfa z,�o
�.�a/iter��
3.5o�'i�e��rt
6.oc�Jitem
c�,��/eac���
+�.�aleach .s�e��r i�cax.
a.�c�/a�' ����e
a.�x�/�eacl� addiCio�ial
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
3. 7"r_an,sportati�►n.
r% laai� e- VVithin o� il tva _ cla ddi�tia���1 mile ,�.00
Standarc� �crvit:c� It�atand'�'�•ip 1�cr.
Sarne Dt-�y R�a�si.ad �e�•vice Tcip iee
'�c�fc� Houc �iecvi.ee 12�u��1 "I"r•��� .lAee
1-fiandling i�ee -- {�.c�adirzglUi�lr��cl����)
�. i� lics
Stanclard Rccard CartUns (�.z°�V x�6"1, �c ii"i�)
Sl-ancfarc� �2ec�rd C3rta��s ��3�rtc�l� vf:�5i
liarcode I.,�be1s, index a�d Cli�nate Control I.,�bels,
li�a�.�iitu��y �'�������, ��i�+�i°n�t IJ�ala�as� Lt��ir�.
5• i��.�
Casu�l 1.,abvr
Sl:ilied/C��rical I.,abra��
Su}�erviso�• 1.,abar
G. �4l�
zo.00
3c�.�o
q,fl.00
o.75/eac11
3.5�/�ach
75.00(l�ra�dle
Ncs Char�t
�,5.4a/laow�
�{�.aol�rur
�5.�o/��a�r
�dditit�t�a! �ecvic�s fca�� �vl�icli na s�c�i�ac rate is listett ��i�l l�e �e���orme� at an hourly
rate, as tisted ai�ove_ �.-�our s�r�ri�e is av�ilab�e bu� sttota�cl l�e �che�ul�ci �n advarice
�vhenever• passil�leF t�)i "c�`t,rr 1•ivur" cates a��e suvj�ct to a q-lxoi.►�° 13'�itlll'7'�Ut'il cl5 �1S1`E'C,�
E�C'�a�U.
�arly �ftcr l�ours (5:0o p.rn. - �2:0o midni�;h�, Iv�c�nc�ay+�Criclay) ��,c�a/1a�ur
�,ate aftcr liou�•s (��:oy a.m - 8:0o a.m., �3»d �eekencis)
f-�olidays {ail liaE�rs)
C�$.00Jl�ou�•
�5����Jf�aur
Spcci�c voltznie projec�s �vi1! bc yuotccl ia�d�.*�e��dcr�tly basecl �apt�n tirne, SI�C, ��nc�.
SCp})�.
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Page 15 of 26
DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
�"Ad�ii�ion.�i Bifling.,j�i.t���*�*
- Ail cliarges are ffac race per• "ieem", not per cuhic foot. We :have provided a
cubic i'oot pric� as requested foa� cc�i�par�isnn purposes, buk actual invaiees will
tae per "icem".
- Cft(iC access to o�r Secure inventory Mana,gen�enr. System & unlimiled users.
- 1VC� <lcimi��istralion Fee�
- NO Fucl Surcha��ges
- NO Report Fecs
- NO Auton�a�ed Ans�4,erin� Syseem
- N� Ser�•ice Mif�itr�un�
TAB F- D��ument Irna�in�Il�%git�zation S�r�+�ice Pr�icin�
i�rmstrong Archi��es sti�ives l� simE�lify che priciir� process Eor scanning projects as mu�h
as possible. Bel�w is a quot�c for a"Standaed Scas���in� �'roject" ofapEaroximately 50
standacd l.z cubic foot rccord ca�•tons. �ach scanr�in�project is c�iEfere�7t witi� �ts own
specific requiremc��ts. 77ais is ►a�hat you cin ex}�ect fpr ti7is size jnb, 1+1�e wi11 quote cach
job separately and base it o�i tl�e qtrantity, compfexity, nvmber of indeaes required, anc�
tl�e time frame aliowed to complcic. 't"I�is �+��y w� can �ive each projecc detailed attention
a��d you the best �ossii�ie rate.
5CANMING Services - Sco�e of Proie�
Approximately SQ Standard Record Cartons
to be sca�ned tnto a.pdf format @ 3.q0 d}�I, b/w �r coCor.
Armstrong Archlves can provide this servic� by
perfotming the protesses iisted beiow.
ppprax Cost fst. Box # Apprpx
Pgs �er
Box Page 3otal 6oxes Gost
2,ono $ o.aso � ieo so S e,000
Services lncluded rn Proiect:
- P[ac2 flle5 intts Cartons
- Ir�Ventary and Load Cartona
- iransperct to Armstrong Archives
- Docurnent Prep #or 5cann�ng
(rempvai of stapfes, placennent afseparator shec�ks, etc.)
- Scanning to .�dF format � 20U dpi
- Indexing (U�i t0 3 ea.}:
- Category (AJf? Sates, H�, Tcrx, erc.J
- ltern Name (Vendt�r, Emp(py�e, Cuatomer, ptc.)
- Date
- {2uality Contraf Revtew (for �Sad orSkewed iftzages)
� Uptical Chara[ter Recognitian (Keyword Searthj
- Box Rep�ck�ng
- Images Stored according to Client Instr�uctions
- 6oxes Stored for 6 Months
- Box pisposition after 6 Months / Netarn, Shred, or Store
Notes:
- Any ftems needed 6efflre prafect ts CamplPte cnn 6e retrieved and scarrned.
• A"somple" box may be �urocessed ot na char�e before slgntng ngreement.
- Prir,es are °n1t-�nclusrve" except fcrr the �rrocurement ojcsn �externp! hard dNve.
7he customer may provide thelr owra, or we wi11 obtoln ond�rovid� ot [trst.
- Priting rs "per paqe"so oCtuo! ppqe craun# may be htqher or lawer thon .esflmot�e.
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
APPENDIX A.1
Service Area Designation Forms
RFP 2022-003 Texas Service Area Designation or ldentification
Proposer
Name: Armstrong Archives
Notes: Indicate in the appropriate box whether you are proposing to service the entire State of Texas
Will service the entire State of Texas Will not service the entire State of Texas
X
If you are not proposing to service the entire State of Texas, designate on the form below the regions
that you are proposing to provide gaods and/or services to. By designating a region or regions, you
are certifying that you are willing and able to provide the proposed goods and services.
Item Region Metropolitan Statistical Areas Des'sgnated Service Area
1. North Central Texas 16 counties in the Dallas-Fart X
Worth Metropolitan area
2. High Plains Amarillo
. Lubbock
3. Northwest Abilene X
Wichita Falls
4. Upper East Longview X
Texarkana, TX-AR Metro Area
Tyler
S. Southeast Beaumont-Port Arthur
6. Gulf Coast Houston-The Woodlands-
Sugar Land
7. Central Texas College Station-Bryan
Killeen-Temple
Waco
8. Capital Texas Austin-Round Rock
9. Alamo San Antonio-New Braunfels
Victoria
10. South Texas Brownsville-Harlingen
Corpus Christi
Laredo
McAllen-Edinburg-Mission
11. West Texas Midland
Odessa
San Angelo
12. Upper Rio Grande EI Paso
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Doc�
i5ign tnvelope IU: 3GUUAFAG-UG23-4ti00-t3ZGS-ZA75rtiA7S5tS
Krr ��«-��3 Nat�onwiae 5ervice Area Designation or ldentification Form
Proposer
Name: Armstrong Archives
Notes: Indicate in the appropriate box whether you are proposing to provide service to all Fifty (50) States.
Will service all Fifty (50) States Will not seroice Fifty (50} States
X
If you are not proposing to service to all Fifty (50} States, then designate on the form below the
States that you will provide service to. By designating a State or States, you are certifying that you
are willing and able to provide the proposed goods and services in those States.
If you are only proposing to service a specific region, metropolitan statistical area (MSA), or city in a
State, then indicate as such in the appropriate column box.
Item State Region/MSA/City Designated
as a
Service
Area
1. Alabama
2. Alaska
3. Arizona
4. Arkansas
5. Cafifornia
6. Colorado
7. Cannecticut
8. Delaware
9. Florida
10. Georgia
11. Hawaii
12. Idaho
13. Illinois
14. Indiana
15. lowa
16. Kansas
17. Kentucky
18. Louisiana
19. Maine
20. Maryland
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Doc�
Sign tnvelope IU: 3GUUAFAG-UG23-4ti00-t3ZGS-ZA75rtiA7S5tS
L1. NI8558Cf1U59ii5
22. Michigan
23. Minnesota
24. Mississippi
25. Missouri
26. Montana
27. Nebraska
28. Nevada
29. New Hampshire
30. New Jersey
31. New Mexico
32. New York
33. North Carolina
34. North Dakota
35. Ohio
36. Oregon
37. Oklahoma
38. Pennsylvania
39. Rhode Island
40. South Carolina
41. South Dakota
42. Tennessee
43. Texas X
44. Uta h
45. Vermont
46. Virginia
47. Washington
48. West Virginia
49. Wisconsin
50. Wyoming
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 HPPENDIX B
DEBARMENT CERTIFICATION
(Name of certifying official) '
sworn or under penalty of perjury under the laws of the United States, certifies that neither
nor its principals
(Name of lower tier participant)
are presently:
• debaned, suspended, proposed for debarment,
• declared ineligible,
• or voluntarily excluded from participation in this transaction by any federal department or
agency
Where the above identified lower tier participant is unable to certify to any of the above statements
in this certification, such prospective participant shall indicate below to whom the exception
applies, the initiating agency, and dates of action.
Exceptions will not necessarily result in denial of award but will be considered in determining
contractor responsihility. Providing false information may result in criminal prosecution or
administrative sanctions.
EXCEPTIO
i Iv`l�t�L�,
Signa of Certifying
���i A�f �
Title
Date
Form 1734
Rev.10-91
TPFS
being duly
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
APPENDIX C
RESTRICTIONS ON LOBBYING
Section 319 of Public Law 101-121 prohibits recipients of federal contracts, grants, and loans exceeding
$100,000 at any tier under a federal contract from using appropriated funds for lobbying the Executive
or Legislative Branches of the federal government in connection with a specific contract, grant, or loan.
Section 319 also requires each person who requests or receives a federal contract or grant in excess of
$100,000 to disclose lobbying.
No appropriated funds may be expended by the recipient of a federal contract, loan, or cooperative
agreeinent to pay any person for influencing or attempting to influence an officer or employee of any
federal executive department or agency as well as any independent regulatory commission or
government corporation, a Member of Congress, an officer or employee of Congress, or an employee of
a Member of Congress in connection with any of the following covered federal actions: the awarding of
any federal contract, the making of any federal grant, the making of any federal loan the entering into of
any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, 1oan, or cooperative agreement.
As a recipient of a federal grant exceeding $100,000, NCTCOG requires its subcontractors af that grant to
file a certification, set forth in Appendix B.1, that neither the agency nor its employees have made, or
will make, any payment prohibited by the preceding paragraph.
Subcontractors are also required to file with NCTCOG a disclosure form, set forth in Appendix B.2, if
the subcontractor or its employees have made or have agreed to make any payment using
nonappropriated funds (to include profits from any federal action), which would be prohibiied if paid for
wi#h appropriated funds.
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
LOBBYING CERTIFICATION
FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS
The undersigned certifies to the best of his or her knowledge and belief, that:
(1) No federal appropriated funds have been paid or will be paid by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee
of any federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any federal contract,
the making of any federal grant, the making of any federal loan, the entering into of any
cooperative agreement, and the extension continuation, renewal amendment, or
modification of any federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting ta influence an officer or employee of any agency, a
Member of Congress, an ofiicer or employee of Congress, or an employee of a Member of
Congress in connection with this federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements) and that all subrecipients shall certify and
disclose accordingly.
This certification is a material representatian of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by Section 1352, Title 31, US Code. Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than
$140,000 for each such failure. �� �
LLC
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 H�PENDIX D
ATTESTATION OF CONTRACTS NULLIFYING ACTIVITY
The following provisions are mandated by Federal and/or State of Texas law. Failure to certify to the
following will result in disqualification of consideration for contract. Entities or agencies that are not able
to camply with the following will be ineligibie for consideration of contract award.
PROHIBTTED TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR
EQUIPMENT CERTIFICATION
This Contract is subject to the Public Law 115-232, Section 889, and 2 Code of Federal Regulations
(CFR) Part 200, including §204.216 and §20Q.471, for prohibition on certain telecommunications and
video surveillance or equipment.
Public Law 115-232, Section 889, identifies that restricted telecommunications and video surveillance
equipment or services (e.g. phones, internet, video surveillance, cloud servers) include the following:
A) Telecoriununications equipment that is produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliates of such entities).
B) Video surveillance and telecommunications equipment produced by Hytera Communications
Corporations, Hangzhou Hikvision Digital Technology Company, or Dahua Technology
Company (or any subsidiary or affiliates of such entities).
C) Telecommunications or video surveillance services used by such entities or using such
equipment.
D) Telecommunications or video surveiliance equipment or services produced or provided by an
entity that the Secretary of Defense, Director of the National Intelligence, or the Director of the
Federal Bureau of Investigation reasonably believes to be an entiry owned or controlled by the
government of a covered foreign country.
The entity identified below, through its authorized representative, hereby certifes that no funds under this
Contract will be obligated or expended to procure or obtain telecommunication or video surveillance
services or equipment or systems that use covered telecomjnunications equipment or services as a
substantial or essential component of any system, or as a critical technology as part of any system
prohibited by 2 CFR §200.216 and §200.471, or applicable provisions in Public Law 115-232 Section
889.
he Contractar or Subrecipient hereby certifies that it does comply with the requirements of 2 CFR
§200.216 and §200.471, or applicable regulations in Public Law ] 15-232 Section 889.
SIGNATURE OF AUTHORIZED PERSON:
NAME OF AUTHORIZED PERSON:
NAME OF COMPANY
DATE:
���� � 1��
f��g i 2c�YC c� e.l�- i I/�S ,�-L- 1 �.
� � o2-a-�
-�
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 _OR-
❑ The Contractor or Subrecipient hereby certifies that it cannot comply with the requirements of 2 CPR
§200.216 and §200.471, or applicable regulations in Public Law 115-232 Section 889.
SIGNATURE OF AUTHORIZED PERSON:
NAME OF AUTHORIZED PERSON:
NAME OF COMPANY:
DATE:
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
L1.71.1C11�111\H 11V1� AtiH11�D 1 r i�EARMS ENTITIES OR FIREARMS TRADE
ASSOCIATIONS
This contract is subject to the Texas Local Goverrunent Code chapter 2274, Subtitle F, Title 10,
prohibiting contracts with companies who discriminate against frearm and ammunition industries.
TLGC chapter 2274, Subtitle F, Title 10, identifies that "discrimination against a firearm entity or frearm
trade association" includes the foliowing:
A) means, with respect to the entity or association, to:
I. refuse to engage in the trade of any goods or services with the entity or association based
solely on its status as a iirearm entity or fireann trade association; and
II. refrain from continuing an existing business relationship with the entity or association
based solely on its status as a firearm entity or firearm trade association; or
III. terminate an existing business relationship with the entity or association based solely on
its status as a fireann entity or firearm trade association.
B) An exception to this provision excludes the following:
I. contracts with a sole-source provider; or .
II. the government entity does not receive bids frotn companies who can provide written
verification.
The entity identified below, through its authorized representative, hereby certifies that they have no
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and that they will not discriminate during the term of the contract against a firearm entity or
firearm trade association as prohibited by Chapter 2274, Subtitle F, Title 10 of the Texas Local
Govern nent Code.
The Contractor or Subrecipient hereby certifies that it does comply with the requirements of Chapter
2274, Subtitle F, Title 10.
SIGNATURE OF AUTHORIZED PERSON:
NAME OF AUTHORIZED PERSON:
NAME OF COMPANY:
DATE:
-OR-
O The Contractor or Subrecipient hereby certifies that it cannot comply with the requirements of Chapter
2274, Subtitle F, Title 10.
SIGNATURE OF AUTHORIZED PERSON:
NAME OF AUTHORIZED PERSON:
NAME OF COMPANY:
DATE:
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DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
l)V 11..V 1 111\lJ Vl a_,L+�,RTAIN ENERGY COMPANIES
This contract is subject to the Texas Local Govermnent Code chapter 809, Subtitle A, Title 8, prohibiting
contracts with companies who boycott certain energy companies.
TLGC chapter Code chapter 809, Subtitle A, Title 8, identifies that "boycott energy company" means,
without an ordinary business purpose, refusing to deal with, terniinating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations with a company because the company:
I. engages in the exploration, production, utilization, transportation, sale, or manufacturing
of fossil fuel-based energy and does not commit or pledge to meet environmental
standards beyond applicable federal and state law; and
II. does business with a company described by paragraph (I).
The entity identifed below, through its authorized representative, hereby certifies that they do not boycott
energy companies, and that they will not boycott energy companies during the term of the contract as
prohibited by Chapter 809, Subtitle A, Title 8 of the Texas Local Government Code.
CrJ'The Contractor or Subrecipient hereby certifies that it does comply with the requirements of Chapter
809, Subtitle A, Title 8.
SIGNATURE OF AUTHORIZED PERSON
NAME OF AUTHORIZED PERSON:
NAME OF COMPANY:
DATE:
�Nz=�2 t �cc-��oi�.�
s- � � L�
� �a
-OR-
❑ The Contractor or Subrecipient hereby certifies that it cannot comply with the requirements of Chapter
809, Subtitle A, Title 8.
SIGNATURE OF AUTHORIZED PERSON:
NAME OF AUTHORIZED PERSON:
NAME OF COMPANY:
DATE:
SHARE MSA 2022-003 Document Management Solutions Page 26 of 26
Exhibit B- City of Fort Worth and NCTCOG
FC�R�W�RTH
MEMORANDUM
DATE: November 15, 2016
TO: Aaron Bovos, Chief Financial Ofiice
Will Trevino, Assistant City Attorney
Susan Alanis, Assistant City Manager
Mary J. Kayser, City Secretary
FROM: Jack Dale, Purchasing Manager
CC: Laurena Hamilton, Sr. Account Technician
SUBJECT: Cooperative Purchasing Agreement with the North Central Texas Council of Governments
The attached contract for a cooperative purchasing agreement with the North Central Texas Council of
Governments at no cost to the City is forwarded for your review and approval.
The North Central Texas Council of Governments has requested that the City of Fort Worth (City) and the
North Central Texas Council of Governments enter into a cooperative purchasing agreement.
Cooperative purchasing agreements such as this are authorized under Section 271.102 of the Texas Local
Government Code.
This interlocal agreement will allow the North Central Texas Council of Governments to utilize City
contracts that may have value for the North Central Texas Council of Governments. This interlocal
agreement will also allow the City to utilize the North Central Texas Council of Governments bids or
contracts, should any such contracts present good value and purchasing opportunities to the City.
The Fort Worth City Council granted the City Manager the authority to execute cooperative purchasing
agreements with other governmental entities on January 15, 2008 (M&C P-10710, copy attached). This is
the most recent M&C regarding the execution of interlocal agreements with other governmental entities.
Since the agreement has no cost associated with it, no further City Council approval or MBE participation
is required.
Once completed, please contact Laurena Hamilton, Sr. Account Technician, at extension 8321, to pick up
the executed documents. Should you have any additional questions, please let me know.
City of Fort Worth & North Central Texas Council of Governments
Cooperative Purchasing Agreement
FORT WORTH CITY SECRETARY
CONTRACT NO. 1' � "r �
COOPERATIVE PURCHASING AGREEMENT
This Cooperative Purchasing Agreement ("Agreement") is made and entered into as of the
date written below between the North Central Texas Council of Governments (NCTCOG)
and the City of Fort Worth, Texas ("Fort Worth").
WHEREAS, both the North Central Texas Council of Governments and Fort Worth have
each determined a need for a cooperative agreement to purchase like goods and services to
avoid duplicate procurement efforts and obtain the benefits of volume purchasing; and
WHEREAS, the North Central Texas Council of Governments and Fort Worth are
authorized by Section 271.102 of the Local Government Code to pursue mutually
beneficial and cooperative purchasing programs.
NOW, THEREFORE, for and in consideration of the mutual obligations and benefits
contained herein, the North Central Texas Council of Governments and Fort Worth agree
as follows:
SECTION 1. The purpose of this Agreement is to provide the North Central Texas
Council of Governments and Fort Worth with additional purchasing options by satisfying
the provisions of Section 271.102 of the Local Government Code.
SECTION 2. The parties agree that each of the parties shall respectively designate a
person to act under the direction of, and on behalf of, the designating party (the "Designated
Representative").
SECTION 3. At the request of the other party, a party that enters into a contract with a
vendor for goods or services (the "First Purchasing Party") shall attempt to obtain the
vendor's agreement to offer those goods and services to the other party (the "Second
Purchasing Party") for the same price and on the same terms and conditions as have been
offered to the First Purchasing Party. If the vendor so agrees, and if the Second Purchasing
Party is agreeable to such terms and conditions, the Second Purchasing Party may enter
into its own separate contract with the vendor for the purchase of such goods or services.
SECTION 4. NCTCOG administers the North Texas SHARE cooperative purchasing
program for the benefit of public sector entities primarily in the North Central Texas region.
This Agreement authorizes the City of Fort Worth to participate in North Texas SHARE.
This agreement also authorizes NCTCOG to serve as a coordinating agent to administer
the use of eligible City of Fort Worth contracts to other participants of the North Texas
SHARE program to the extent that the City of Fort Worth's solicitation documents contain
such coordinating agent authorization language.
Page 1 of 3
City of Fort Worth & North Central Texas Council of Governments
Cooperative Purchasing Agreement
SECTION 5. Unless otherwise agreed between the Designated Representatives,
payments for a purchase made by the Second Purchasing Party shall be paid directly to the
vendor and not to the First Purchasing Party. The Second Purchasing Party shall have the
responsibility of determining whether the vendor has complied with any provisions in its
contract with the vendor, including but not limited to those relating to the quality of items
and terms of delivery, and shall be responsible for enforcement of its contract against the
vendor, including all cost of enforcement.
SECTION 6. This Agreement will be subject to all applicable federal, state and local
laws, ordinances, rules and regulations.
SECTION 7. This Agreement may be terminated by either party, without cause or
penalty, upon not less than thirty days written notice to the other party.
SECTION 8. The parties acknowledge that each party and, if it so chooses, its counsel
have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party must not be
employed in the interpretation of this Agreement or any amendments or exhibits hereto.
SECTION 9. If any action, whether real or asserted, at law or in equity, arises on the basis
of any provision of 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. This Agreement shall be construed in accordance with the
laws of the State of Texas.
SECTION 10. If any term or provision of this Agreement is held to be illegal, invalid
or unenforceable, the legality, validity or enforceability of the remaining terms or
provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal,
invalid or unenforceable term or provision, the parties shall endeavor to agree to a legal,
valid or enforceable term or provision as similar as possible to the term or provision
declared illegal, invalid or unenforceable.
SECTION 11. Execution of this Agreement does not obligate The North Central Texas
Council of Governments, Texas or Fort Worth to make any purchase, to pay any
membership fee or to otherwise or in any manner incur any cost or obligation.
SECTION 12. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute but one and the same
instrument.
SECTION 13. The undersigned officers and/or agents are properly authorized to
execute this Agreement on behalf of the parties hereto and each party hereby certifies to
the other that any necessary actions extending such authority have been duly passed and
are now in full force and effect.
Page 2 of 3
City of Fort Worth & North Central Texas Council of Governments
Cooperative Purchasing Agreement
SECTION 14. All notices, requests, demands, and other communications which are
required or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon the delivery or receipt thereof, as the case may be,
if delivered personally or sent by registered or certiiied mail, return receipt requested,
postage prepaid, to the respective city representative set out below, or his/her designee.
EXECUTED this ���"�"�- day of ��'%j� e�Y/1�� , 2016.
CITY OF FORT WORTH NORTH CENTRAL TEXAS COUNCIL
OF GOVERNMENTS
1000 Throckmorton Street 616 Six Flags Drive
Fort Worth, Texas 76102 Arlington, Texas 76011
By: By;
usa Alanis Monte Mercer
Title: Assistant Citv Manager
APPROVED AS TO
FORM AND LEGALITY:
Assistant City Attorney �ui ���
M&C P-10710, January 15 2008
Contract Authorization-.
� J. �$er,,�it�}Secret �
Ii 1��� ll� �
-�
Title: Deputv Executive Director
:��� h !
Date �� �� ` o
s � �1 0
�OCb�dZ4utlO��Q�OO�
Recommen ed By: Y<�,,;�'����
�. �������
Aaron Bovos, Director of Finance/CFO
Page 3 of 3
�., �
Contract Authorization
DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 EXHIBIT C
APPENDIX A
Pricing for SHARE
For pocument Management Services, contractor shall quote participatiing SHARE Entities the rates
and/or discount required for a custom implementation of the services specified by the RFP. Contractor's
proposed rate chart for categories/available services for pocument Management Solution Services are
found below.
Respondent I Armstrong Archives
Name:
espondents should furnish a proposal that specif►es a pricing model(s) fliat will apply to a[t
Notes: rders placed under this contract. Tlie pricing models(s) can be based on quantity or a flat
ate across the board. Please provide a current suggested list pricing (rate card) for die
ervices that you intend to provide in your propos�l.
T�B F - I}c�c�me�t �t+��ag� P'ri.,�i.��
� . I�ocument_Sto�a�;e
�3r��.�� r�r��
r,�
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Letter �ize 1"��ans-fi�� (�.� �ul�ic t��ek)
Legal Siz�?'�`t�ans-�le {.3,G Cubie �eec}
C}tl��r �ixes �p�r Cub`rc f��ot:j
��1L���Q1��•�� ta��ag�
Skandarci Recorcl C�rtcaz� ��.� Cubic �'e�t)
�cstt�r Size'I"rans-�ile (x.q. �u�ic �+�etj
l..��al Si;re "i'�-a�a�-Fiic {�,.0 �ubi� E�eet)
�. �cu��nent� Actav�ty �„r,�r%, ��
Reeriev�l/Iie�1e - Star�c�a�•d Service
R�etri.eval - ������ �ay (reques�. i�y ��:c�a a.r��.}
Retrievai -- � F-Ec�ur (�itqu�st �}� �:o� �.m.)
L�ile L�v�l [i�c���i��;�;
Rc-�axin� (ln��ucies Sup�alies ti� l;,alacr��)
Sc���-o�►-�ema��� - �"' !'���
Scan-�n-�?emar�d - I�ddi�ionai Fa�es
1�Iun�ber c�f Carto»s
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�.�$ 3.Qfa z,�o
�.�a/iter��
3.5o�'i�e��rt
6.oc�Jitem
c�,��/eac���
+�.�aleach .s�e��r i�cax.
a.�c�/a�' ����e
a.�x�/�eacl� addiCio�ial
SHARE MSA 2022-003 Document Management Solutions Page 14 of 26
DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
3. 7"r_an,sportati�►n.
r% laai� e- VVithin o� il tva _ cla ddi�tia���1 mile ,�.00
Standarc� �crvit:c� It�atand'�'�•ip 1�cr.
Sarne Dt-�y R�a�si.ad �e�•vice Tcip iee
'�c�fc� Houc �iecvi.ee 12�u��1 "I"r•��� .lAee
1-fiandling i�ee -- {�.c�adirzglUi�lr��cl����)
�. i� lics
Stanclard Rccard CartUns (�.z°�V x�6"1, �c ii"i�)
Sl-ancfarc� �2ec�rd C3rta��s ��3�rtc�l� vf:�5i
liarcode I.,�be1s, index a�d Cli�nate Control I.,�bels,
li�a�.�iitu��y �'�������, ��i�+�i°n�t IJ�ala�as� Lt��ir�.
5• i��.�
Casu�l 1.,abvr
Sl:ilied/C��rical I.,abra��
Su}�erviso�• 1.,abar
G. �4l�
zo.00
3c�.�o
q,fl.00
o.75/eac11
3.5�/�ach
75.00(l�ra�dle
Ncs Char�t
�,5.4a/laow�
�{�.aol�rur
�5.�o/��a�r
�dditit�t�a! �ecvic�s fca�� �vl�icli na s�c�i�ac rate is listett ��i�l l�e �e���orme� at an hourly
rate, as tisted ai�ove_ �.-�our s�r�ri�e is av�ilab�e bu� sttota�cl l�e �che�ul�ci �n advarice
�vhenever• passil�leF t�)i "c�`t,rr 1•ivur" cates a��e suvj�ct to a q-lxoi.►�° 13'�itlll'7'�Ut'il cl5 �1S1`E'C,�
E�C'�a�U.
�arly �ftcr l�ours (5:0o p.rn. - �2:0o midni�;h�, Iv�c�nc�ay+�Criclay) ��,c�a/1a�ur
�,ate aftcr liou�•s (��:oy a.m - 8:0o a.m., �3»d �eekencis)
f-�olidays {ail liaE�rs)
C�$.00Jl�ou�•
�5����Jf�aur
Spcci�c voltznie projec�s �vi1! bc yuotccl ia�d�.*�e��dcr�tly basecl �apt�n tirne, SI�C, ��nc�.
SCp})�.
SHARE MSA 2022-003 Document Management Solutions
Page 15 of 26
DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8
�"Ad�ii�ion.�i Bifling.,j�i.t���*�*
- Ail cliarges are ffac race per• "ieem", not per cuhic foot. We :have provided a
cubic i'oot pric� as requested foa� cc�i�par�isnn purposes, buk actual invaiees will
tae per "icem".
- Cft(iC access to o�r Secure inventory Mana,gen�enr. System & unlimiled users.
- 1VC� <lcimi��istralion Fee�
- NO Fucl Surcha��ges
- NO Report Fecs
- NO Auton�a�ed Ans�4,erin� Syseem
- N� Ser�•ice Mif�itr�un�
TAB F- D��ument Irna�in�Il�%git�zation S�r�+�ice Pr�icin�
i�rmstrong Archi��es sti�ives l� simE�lify che priciir� process Eor scanning projects as mu�h
as possible. Bel�w is a quot�c for a"Standaed Scas���in� �'roject" ofapEaroximately 50
standacd l.z cubic foot rccord ca�•tons. �ach scanr�in�project is c�iEfere�7t witi� �ts own
specific requiremc��ts. 77ais is ►a�hat you cin ex}�ect fpr ti7is size jnb, 1+1�e wi11 quote cach
job separately and base it o�i tl�e qtrantity, compfexity, nvmber of indeaes required, anc�
tl�e time frame aliowed to complcic. 't"I�is �+��y w� can �ive each projecc detailed attention
a��d you the best �ossii�ie rate.
5CANMING Services - Sco�e of Proie�
Approximately SQ Standard Record Cartons
to be sca�ned tnto a.pdf format @ 3.q0 d}�I, b/w �r coCor.
Armstrong Archlves can provide this servic� by
perfotming the protesses iisted beiow.
ppprax Cost fst. Box # Apprpx
Pgs �er
Box Page 3otal 6oxes Gost
2,ono $ o.aso � ieo so S e,000
Services lncluded rn Proiect:
- P[ac2 flle5 intts Cartons
- Ir�Ventary and Load Cartona
- iransperct to Armstrong Archives
- Docurnent Prep #or 5cann�ng
(rempvai of stapfes, placennent afseparator shec�ks, etc.)
- Scanning to .�dF format � 20U dpi
- Indexing (U�i t0 3 ea.}:
- Category (AJf? Sates, H�, Tcrx, erc.J
- ltern Name (Vendt�r, Emp(py�e, Cuatomer, ptc.)
- Date
- {2uality Contraf Revtew (for �Sad orSkewed iftzages)
� Uptical Chara[ter Recognitian (Keyword Searthj
- Box Rep�ck�ng
- Images Stored according to Client Instr�uctions
- 6oxes Stored for 6 Months
- Box pisposition after 6 Months / Netarn, Shred, or Store
Notes:
- Any ftems needed 6efflre prafect ts CamplPte cnn 6e retrieved and scarrned.
• A"somple" box may be �urocessed ot na char�e before slgntng ngreement.
- Prir,es are °n1t-�nclusrve" except fcrr the �rrocurement ojcsn �externp! hard dNve.
7he customer may provide thelr owra, or we wi11 obtoln ond�rovid� ot [trst.
- Priting rs "per paqe"so oCtuo! ppqe craun# may be htqher or lawer thon .esflmot�e.
SHARE MSA 2022-003 Dacument Management Solutions Page 16 of 26
CONFLICT OF INTEREST DISCLOSURE REQUIREMENT
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or
seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity
(i.e. The City of Fort Worth) must disclose in the Questionnaire Forms CIQ (“Questionnaire”) the person’s
affiliation or business relationship that might cause a conflict of interest with the local governmental entity.
By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after
the date the person begins contract discussions or negotiations with the City, or submits an application or
response to a request for proposals or bids, correspondence, or another writing related to potential
agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available at
http://www.ethics.state.tx.us/forms/CIQ.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance is the
individual responsibility of each person or agent of a person who is subject to the filing requirement. An
offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have
with the City, state Contractor name in the # 1, use N/A in each of the areas on the form. However, a
signature is required in the #7 box in all cases.
Armstrong Archives, LLC
N/A
1/21/2025
�ONFLI�� �F Ih�TERE�T QUE�TI��JNAIRE
For v�ndor doir�g bu�irpess wit� local ga�vernmen�al �ntity
A cam�lete copy o� Cfi�apter � 7� of E.#�e Loc a� ;avernment �od� may �e fo�n� at h4tp:,:�l+uww. s�a€��es_�eg�s_state.tx _t�s�'
Docs;'L�� htm� L� 176.fii[�n. F�r easy referer�ce, b��aw are so�ne �f the sec��ons ciked an t�is form.
Local �avemEnent Cad� � 176.001{1=a1: "B�siness re�at�ansfi�ip�� rneans a connection beiweer� twa or rnore pa�ties
based cn cammercia; activit}� of o�re af the parties. The ter{n does not ir�clude a connection ba�se-� on_
(A1 a r��n�action that is subject to rate or fee regulation by a�e�era�, s�aEe, �r iaca� �overnme�t�al entity oi an
agency �f a federa�, sta;e, or 2ccal grnrernmenta� e�rtity;
{B) a trans�v[icn conducted at � pric� and s�bjecE to terr�s ava�lable to �he pubiic; or
(�} a pu rch ass or lease of �ac�ds or servi� es trom a person t*�at is ch a;tere� by a state or fes�eral agency and
that is s��ject tc regula; exarninaticn by, and repar[ing ta. :ha; age?�cy.
�aea1 Governrnent Code � 176.0�3ta1{21iA1 and iB1:
; a; A;c�a� g�rernment o�fic8! sha:i file a canfli�tsdisclasu�e s€atementw� respecE to ave��o� i€:
(2} t�evendor:
iAl has an er�p3oymentoratherbusaness relationshipwi�the local government o�r�cerar a
farriih{ fnembe� of the afticer that resui�s �n the officar �r #arni#y mernber recei�ing tax�ble
ir�come, o�#�er than irnrestr�er�f income. that excee�s ��.wOQ durin� the 1�-manth period
p�ecedi!�g the daEe that t#�e atficer becomes aware that
�;i:� a oon[�acF �eiween the loc�l grnrernrner+.ka; entity a��v�ndor has been executed;
�r
�ii) t�re loca1 govern�nantal entityr +s considering en�ering �nko � cantracE w�th the
+.��dor:
(�} h�S OIY�fI C� Cfi1$ IOC81 �0�5F�fllff3$f5[OffIC2f Or8 f�ff11�'f ffl�f;lb2f Of E�3$ O�IC�f Of32 Of f.IOF���if[S
tha[ have an aggreg�te va �ue of more than $140 in the 12-month per�ad pr�ce-� ing t�se dat� [h 8
officerbecarrres aware �at:
(ij a ca�;Eract beiween the local governrne�;Eal entityr and vendoi ;�as beer� execut8d; �r
[ii) �he icval �c�vernrnental en[s;}r �s considering enteri;�g into � contract with tl�e ver,dar_
Laeal Ga�+ernrrten# Cod� tt 176.�06ia1 an� ia-11
; a; A uend�r sl7all'i'e a vompleted ccnflict af interest q�estionr�aire if the vendor h�s a�usiness relatia�s#�ip
Wli��d �OCB� L�01r�f!1r19�:ia� �fltl�'f ��?d"
(1 } tras an ernployrr�ent ar ather b�siness relatianship with a I� a1 �overnmett officer af that l�cal
�a+rernmental a�t�ty, arafarni#y rnembero�the �fficer, �escribedbySec�i�n 176_�03;aj�,�j(Ai;
(2} has givers a�cr�al grnr8rnment offi�e� o� kh�[ loca� grnrernrraentai e�sEityr. ar a�amdy member of the
af�cer. one ar mar8 grftswith the a�grecate v�lue s�ecified �y Section 17�.043{aj��j(B�, exc�udino arr�
gittde�ribe�by�ection �76.0O3(a-,1;ot
�;31 has a fafnih� relationshi� with a lacal governrner�; affice� o[ that local governrnenta� entity_
�a-3) Thecom�let8dcanflict�fir,kerestques[i�nr�airemusEbefiledwiththeappro�riaterecordsa�rn3nistratoi
r±oR later than the seventh busi�,ess �ay afier t�e 3ater of=
�; I�� tt�e date tt�at the vendor
(Aj bes�ins disvussions ar negotiatior�s ta e�ker �nto a contract with [�e lacal g�v�r�rr�ental
e�tity; of
( 6� subm i#s to the I aca3 gorernrrienkal entity an �ppiicaEi on, respo�se to a req�es[ for prapasals
or bids, corresporderce, or another writing re�ated to a potential cont�acE with �i�e �ocal
s�OV$'lr�ffl2^F�I E�'1C�i}r; 0{
i�] k�e �at� the ver,�or become� aware:
(Aj o� an �mployment oT other �usir�ess re�ak��nsn;� with a lacal government off:cer, ar a
farnih� mernbe� �f the �fficer, �escribed by SubsBctio� (a�=
(B1 tha[!hev�ndafhasgiv�r���eormoregifts�escribedby�ubsectio�a(a��a�
(C) ofafafn�lyrelatior�shi�wi[i�alocalgaver�mentotr:cer_
Formpraro�dedbyTexasEBhicsCar,sr�iss?aT vrww_ethics.state.ax.us �e,,;sed 11';'2�2•
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 12/10/2024 REFERENCE
NO..
CODE: G TYPE:
�*M&C 24- LOG NAME:
1062
Page 1 of 2
Official site of the Ciry of Fort Worth, Texas
F��T� ���i�
13P ILA DIGITAL
IMAGING SERVICES EC
CITY
PUBLIC
CONSENT HEARING: NO
SUBJECT: (ALL) Authorize Execution of Agreement with Armstrong Archives, LLC in an Annual
Amount Up to $400,000.00 for Digital Imaging Services for All City Departments Using an
Interlocal Agreement
���]���h�iI��U7_r�[�]�A
It is recommended that the City Council authorize the execution of an agreement with Armstrong
Archives, LLC in an annual amount up to $400,000.00 and authorize two consecutive, one-year
renewal options for digital imaging services for all City departments using North Central Texas
Council of Governments contract # 2022-23.
I �7 [+'��i�l+'%9 [�]►A
The purpose of this M&C is to procure an agreement for digital imaging and related services using an
Interlocal Agreement. Departments will use this agreement to digitally transfer paper documents,
microfiche, etc. into electronic formats. Digitizing requests and costs have been rising every year.
With the move to New City Hall, and the backfilling of the recently vacated space at Old City Hall,
digitizing needs have risen exponentially. This agreement is needed to ensure expanding digitizing
needs do not outpace our current vendor's capacity to serve those needs in a timely fashion.
State law provides that a local government purchasing an item under a Cooperative Purchasing
Agreement satisfies state laws requiring that the local government seek competitive bids for the
purchase of the item or service. North Central Texas Council of Governments (NCTCOG) contracts
have been competitively bid to increase and simplify the purchasing power of government entities.
NCTCOG issued Request for Proposals No. 2022-003 in December 2021. The bid was advertised in
the Dallas Morning News and AI Dia Publications on December 09, 2021 and December 16,
2021. Armstrong Archives, LLC is an awarded Vendor.
DIVERSITY & INCLUSION - A Business Equity goal is not assigned when purchasing from an
approved purchasing cooperative or public entity.
AGREEMENT TERMS - The agreement will begin upon execution and end on February 28, 2025,
with two (2) one-year renewal options to correspond with the terms of the Interlocal Agreement. This
action does not require specific City Council approval provided that City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal terms.
ADMINISTRATIVE CHANGE ORDERS - An administrative change order or increase may be made
by the City Manager or his designee up to the amount allowed by relevant Law and the Fort Worth
City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated. Funding is budgeted in the operating budget in the participating departments' operating
funds.
The agreement serves ALL COUNCIL DISTRICTS.
I� �'i9_1� I ��]:7��i I_� [�7.►1L�=1:i� I � [a_�� [�LA
The Director of Finance certifies that funds are available in the current operating budget, as
http://apps.cfwnet.org/council�acket/mc review.asp?ID=32768&councildate=l2/10/2024 12/24/2024
M&C Review
Page 2 of 2
previously appropriated, in the participating departments' Operating Funds to support the approval of
the above recommendation and execution of the agreement. Prior to any expenditure being incurred,
the participating departments have the responsibility to validate the availability of funds.
BQN\\
Fund Department Account Project Program Activity Budget Reference #
ID ID Year (Chartfield 7
Fund I Department Account Project Program Activity Budget Reference #
ID ID Year (Chartfield 7
Submitted for Citv Manaqer's Office bv:
Originating Department Head:
Additional Information Contact:
Reginald Zeno (8517)
Reginald Zeno (8517)
Reginald Zeno (8517)
Jannette Goodall (6161)
Jo Ann Gunn (8525)
Eugene Chandler (2057)
ATTACHMENTS
Armstrong MasterServicesAgreement-#2022-003.pdf (CFW Internal)
City of FW - Form 1295 - Scanning-SIGNED (002).pdf (CFw Internal)
Cooperative Purchase Aqreement CFW & NTCOG.pdf (CFW Internal)
SAM.qov.pdf (CFW Internal)
SOS_Armstronq Enterprises.pdf (CFW Internal)
Amount
Amount
http://apps.cfwnet.org/council�acket/mc review.asp?ID=32768&councildate=l2/10/2024 12/24/2024