Loading...
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. /171Y�� � �il 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 SHARE MSA 2022-003 Document Management Solutions Page 1 of 26 DocuSign Envelope ID: 3CODAFAC-DC23-4600-B2C8-2A75FBA785E8 ���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. SHARE MSA 2022-003 Document Management Solutions Page 2 of 26 DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 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 SHARE MSA 2022-003 Document Management Solutions Page 3 of 26 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. SHARE MSA 2022-003 Document Management Solutions Page 4 of 26 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 SHARE MSA 2022-003 Document Management Solutions Page 5 of 26 DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 ���,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. SHARE MSA 2022-003 Document Management Solutions Page 6 of 26 DocuSign Envelope ID: 3CODAFAC-DC23-4B00-B2C8-2A75FBA785E8 ����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. SHARE MSA 2022-003 Document Management Solutions Page 7 of 26 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, SHARE MSA 2022-003 Document Management Solutions Page 8 of 26 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 SHARE MSA 2022-003 Document Management Solutions Page 9 of 26 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: SHARE MSA 2022-003 Document Management Solutions Page 10 of 26 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. SHARE MSA 2022-003 Document Management Solutions Page 11 of 26 SHARE MSA 2022-003 Document Management Solutions Page 12 of 26 _______________________________________________________________________________ _______________________________________________________________________________ 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 SHARE MSA 2022-003 Document Management Solutions Page 13 of 26 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 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 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 SHARE MSA 2022-003 Document Management Solutions Page 17 of 26 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 SHARE MSA 2022-d03 Document Management Solutions Page 18 of 26 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 SHARE MSA 2022-003 Document Management Solutions Page 19 of 26 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 SHARE MSA 2022-003 Document Management Solutions Page 20 of 26 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. SHARE MSA 2022-003 Document Management Solutions Page 21 of 26 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 SHARE MSA 2022-003 Document Management Solutions Page 22 of 26 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-� -� SHARE MSA 2022-003 Dacument Management Solutions Page 23 of 26 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: SHARE MSA 2022-003 Document Management Solutions Page 24 of 26 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: SHARE MSA 2022-003 Dacument Management Solutions Page 25 of 26 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,� �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 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