HomeMy WebLinkAboutContract 64122CITY OF FORT WORTH
PURCHASE AGREEMENT BASED UPON AN INTERLOCAL AGREEMENT BETWEEN THE
CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS
WHEREAS, Section 271.102 of the Texas Local Government Code allows Local Governments to pursue
mutually beneficial and cooperative purchasing programs; and
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 Tarrant County have entered into an Interlocal Cooperative Purchasing Agreement which
provides that when one of the Local Government Entities enters into a contract with a Vendor for
goods and services (the “Original Local Government Entity”), 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
, Ergon Asphalt & Emulsions, Inc (Vendor) and Tarrant County, Texas (Tarrant
County) entered into an Agreement, pursuant to Commissioners Court Communication No. 145156,
on May 6, 2025, to purchase Emulsions, and this Agreement allows other Local Governmental Entities
to enter into an Agreement with Vendor under the same terms and conditions. (Copy attached as Exhibit
B); and
, Tarrant County awarded to an additional vendor for certain products, namely CSS-1H, as
a primary award, but the additional vendor has confirmed that it does not manufacture or provide
CSS-1H and therefore cannot provide that product as described in the agreement; and
, the City therefore will award the specified line items to Ergon as it is the only
provider awarded by Tarrant County that can provide the CSS-1H as required.
, City and Vendor each of which will individually be referred to as a “Party”
and collectively as the “Parties entered into this Purchase Agreement by and between Ergon
Asphalt & Emulsions, Inc. (“Vendor”) and the City of Fort Worth, (“City”),
The Parties agree that any references to Tarrant County in Exhibit B 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 any laws, rules, or
regulations 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. This Purchase Agreement Based Upon An Interlocal Agreement Between The City Of Fort
Worth And Tarrant County, Texas;
2. Exhibit A – Interlocal Agreement Between City of Fort Worth and Tarrant County;
3. Exhibit B – Contract between the Tarrant County and Ergon Asphalt &
Emulsions, Inc for Emulsions identified as Commissioners Court
Communication (CCC) No. 145156;
4. Exhibit C – Vendor’s Price List; and
5. 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 all services and goods included in Exhibit
B which shall also include unlisted items at the designated discount where vendor is identified as the
primary or secondary award pursuant to the terms and conditions of this Cooperative Purchase Agreement,
including all exhibits thereto. In the event of a conflict between Exhibit B and this Agreement or Exhibit
A, then this Agreement and Exhibit A shall control.
City shall pay Vendor in accordance with the fee schedule in Exhibit C and in accordance with the
provisions of this Agreement, provided, however, that any quote provided by Vendor shall not obligate
the City to pay prices in excess of those provided in Exhibit B. Total payment made under this
Agreement for the first year by City shall be in the amount of One Hundred Thousand Dollars
($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for
City not specified by this Agreement unless Cityrequests and approves in writing the additional costs for
such services. City shall 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 shall be for one year beginning on October 2, 2025, and ending on
October 3, 2026.
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 Cityshall have access during normal
working hours to all necessary Vendor facilitiessubject 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 whenhand-delivered to the person listed below for the City or received by the other
party by United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Jesica McEachern, Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney’s Office at
same address
To VENDOR:
Ergon Asphalt & Emulsions, Inc.,
Attn:
11612 RM 2244, Bldg #1, Suite #250
Austin, TX 78738
Facsimile: 512-469-0391
City is a government entity under the laws of the State of Texas and all documents held or maintained by City are
subject to disclosure under the Texas Public Information Act. 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.
[SIGNATURES FOLLOW]
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By:
Name: Jesica McEachern
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By:
Name: Lauren Prieur
Title: Director, TPW
ATTEST:
By:
Name: Jannette S. Goodall
Title: City Secretary
CONTRACT COMPLIANCEMANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Name: Christina Herrera
Title: Sr. Administrative Assistant
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Am arna Muhammad
Title: Assistant City Attorney
CONTRACTAUTHORIZATION:
M&C:N/A
VENDOR:
By:
Name:Patrick J Coyle
Title:Regional Sales Manager
Date:
ATTEST:
By:
Name:
Title: Account Specialist
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CITY OF FORT WORTH
AND
COUNTY OF TARRANT, TEXAS
This contract is made and entered into this �_-, - day of ,_ _ 1998, by and between the
County of Tarrant, Texas, a governmental agency, (hereinafter referred to as Tarrant County, acting by and
through its duly authorized County Judge, Tom Vandergriff, and the City of Fort Worth, (hereinafter referred to
as Fort Worth) acting by and through Charles Boswell, its duly authorized Assistant City Manager.
WHEREAS, Tarrant County and Fort Worth (hereinafter collectively referred to as the "parties" or either
"party") are political subdivisions of the State of Texas authorized to contract with each other relative to
governmental functions and services by the Interlocal Cooperating Act, Texas Government Code,
Chapter 791; and .
WHEREAS, the parties believe that eooperating in the purchasing of various goods, materials,
equipment and supplies which both parties use in carrying out their governmental functions and services will
enable the parties to obtain these goods, materials, equipment and supplies in better terms and/or prices than
by making such purchases individually, and both desire to increase efficiency and effectiveness of such
purchasing by acting jointly in competitively procuring selected goods, materials, equipment and supplies.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein,
he parties agree as follows:
1.
AGREEMENT
This contract shall be for a term of one (1) year beginning on , 1998, and ending on
, 1999. This Contract shall automatically renew for one (1) year terms thereafter unless
one party gives written notice to the other party of its desire not to renew. The written notice required shall be
at least sixty (60) days prior to the expiration of an existing one year term.
2.
SCOPE AND IMPLEMENTATION
It is the intent of the parties that the joint or cooperative purchasing through each other's contracts will
be as broad as is allowed by applicable state statutes. Unless otherwise prevented by law; it is the intent of
the parties that the two may take part in joint purchase for any goods and services they may need to carry out
their governmental functions, and thai either one will use reasonable efforts to allow the other to make
purchases under its contracts. In each instance, however, there shall be a"purchasing agreement" or
"purchase order" issued by the entity desiring to make the purchase, and agreed to or countersigned by the
entity having the contract with the supplier of goods or services, or which is the lead entity in that contract,
which purchasing agreement or purchase order shall specify the supply contract in question and set out any
and all terms and conditions appropriate to such joint purchase. The purchasing agreement or purchase order
shall be acknowledged by the supplier and sl�all be considered as being issued under this agreement and
shall be subject to all of the terms and conditions of this agreement without the necessity of those.being set
aut or specificallq referred to in such purchasing agreement or purchase order.
�XHIBIT A
CITY SECRETARY � �2 n �
CONTRACT NUMBER J �`
INTERLOCAL GOVERNMENTAL CONTRACT FOR PURCHASING
PAGE 1 OF 3 PAGES
3.
( COMPENSATION
� The parties agree to share the cost of the respective joint solicitations in a fair and equitable manner, to
be agreed upon in connection with each such solicitation.
4.
COMPLIANCE WITH LAWS
The parties hereby agree to abide by and obey all applicable local, state and federal laws and
requirements, which apply to their respective procurement policies. It is specifically understood and agreed
that whichever party is handling the preparation and processing of the joint invitations for bid shall comply with
all legal requirements for competitive bidding which are applicable to both parties.
5.
NOTICES
Any notices or other communication required or allowed to be given by one party to the other pursuant
to this Contract shall be hand delivered or mailed by United States Postal Service, proper postage affixed, to
the addresses shown below:
To City of Fort Worth:
Purchasing Manager
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
To Tarrant County:
Purchasing Agent
Tarrant County
100 E. Weatherford, Suite 303
Fort Worth, Texas 76196
6.
GOVERNING LAW AND VENUE
This contract shall be governed by and interpreted in accordance with the laws of the State of Texas.
This contract is entered into and is to be performed, wholly or in part, in the State of Texas and in Tarrant
County, Texas. In any action brought under the contract, venue shall be exclusively in Tarrant County, Texas.
In the event that any portion of this contract shall be found to be contrary to law, it is the intent of the parties
hereto that the remaining portions shall remain valid and in full force and effect to the extent possible.
7.
MISCELLANEOUS PROVISIONS
By execution of this contract, each party represents to the other that:
� a. In performing its duties and obligations hereunder, it will be carrying out one or more
governmental functions or services which it is authorized to perform;
(
PAGE 2 OF 3 PAGES
b. The undersigned officer or agent of the party has been properly authorized by that party's
governing body to execute this contract and that any necessary resolutions extending such
authority have been duly passed and are now in effect;
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All payments required or permitted to be made by a party will be made from current revenues
available to the paying party; and
All payments provided hereunder by one party to the other shall be such amounts as to fairly
compensate the other party for the services or functions perFormed hereunder.
8.
CONSTRUCTION OF CONTRACT
This contract represents the full, final and complete agreement of the parties related to its subject
matter and may not be added to, contradicted or otherwise modified by evidence of prior or contemporaneous
agreement or subsequent oral agreements or statements of either of the parties, nor by any writing not signed
by both parties after the date of this contract. No representations, inducements, promises, or agreements,
oral or otherwise, not embodied or incorporated herein shall be of any force or effect. In case of any apparent
ambiguity or conflict among any of the terms or provisions of this contract, they shall be construed as nearly
as possible as to effectuate each and all of such terms or provisions keeping in mind that the overriding
purpose of this contract is the public purpose of increasing the efficiency and effectiveness of the respective
purchases of goods, materials, equipment and supplies by the parties.
, IN WITNESS WHEREOF, the Parties hereto have executed this contract on this date, the ��ay
�f , 1998.
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C unty of Tarrant, Texas
By:
Tom Vandergriff
County Judge
ATTEST:
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APPROVED AS TO FORM AND LEGALITY;
By: �i�� -!
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Assistant District Attorney
City f Fort Worth
By. - (���'�%� -��
Bob Terrell
City Manager ;.
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By: ,�.
NAME �D r� 0►'L
City Se�retary
APPROVED AS TO FORM AND LEGALITY:
By: G�
NAM E �J �'? �
Assistan City Attorney
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PAGE 3 OF 3 PAGES
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INTERLOCAL AGREEMENT
BETWEEN COUNTY OF TARRANT AND CITY OF FORT WORTH
This agreement is made this►ii..''`� Day/�M�,.,�; 1997 between the County of Tarrant, Texas
and the City of Fort Worth, Texas. � �
Pursuant to the authority granted by the "Texas Interlocal Cooperation Act," Chapter
791 Texas Government Code providing for the cooperation between local governmental
bodies, the parties hereto, in consideration of the premises and mutual promises contained
herein, agree as follows:
WHEREAS, the contract is made under the authority of Sections 791.001-791.029 of
the Texas Government Code; and,
WHEREAS, t:�e parties, in performing governmental functions or in paying for the
performance of governmental functions hereunder shall make that performance or those
payments from current revenues legally available to that party;
WHEREAS, the governing bodies of each party find that the subject of this contract is
necessary for the benefit of the public and that each party has the legal authority . to
perform and to provide the governmentai function or service which is the subject matter
of this contract; furthermore, the governing bodies find that the performance of this
contract is in the common interest of both parties; and that the division of cost fairly
compensates the performing party for the services performed under this contract;
I.
The City of Fort Worth, Texas, hereby makes, constitutes and appaints Tarrant County
its true and lawful purchasing ageiii for the purchase of various . commodities using
Annual Contracts (Bids). Tarrant County will mainfain a listing of Anilual Contracts
which are available for local entities use. To utilize one or more of these contracts, local
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entities must request authorization, in writi�g, to Tarrant County. Upon receipt of
request, Tarrant County will send a form letter to the appropriate vendor(s) for their
approval and signature. Upon receipt of authorizing letter from the vendor(s), Tarrant
Coun�y will forward a copy of the letter and appropriate Annual Contract to the
requesting entity. The City of Fort Worth, Texas agrees that Tarrant County shall serve
as the purchasing agent for selected items, and agrees that the bidding shall be conducted
by Tarrant County according to its usual bidding procedures and in accordance with
applicable State statutes.
. -
II.
The City of Fort Worth Texas, agrees tliat all specifications for selected items shall be
as determined by i'arrant County.
III.
Tlie City of rort Worth, Texas, agre�s to pay the supplier for all goods, equipment
and products pursuant to this agreement. The successful bidder or bidders shall bill the
City of Fort Worth, Texas directly for all items purchased, and the City of Fort Worth,
Texas shall be responsible for vendor's compliance will all conditions of delivery and
'quality of the purchased items.
IV.
John Wally, Purchasing Manager, is hereby designated as the official representative to act
for the City of Fort Worth, Texas in all matters relating to this agreement.
V.
This agreement shall take effect upon execution by both signatories.
VI.
This agreement shall be in effect from the date of execution until terminated by either
party to the agreement.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their authorized officers the day and year first above written.
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CITY OF FORT WORTH
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BY: Bob Terrell t
�li
TITLE: Citv Manager
DATE: �-13��
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1
Tarrant County General Terms and Conditions
1. No oral explanation or instructions will be given by Tarrant County officials or employees in regard to the
meaning of the specifications before the award of the contract unless authorized by the Tarrant County
Purchasing Agent or their designee.
2. Tarrant County is exempt from Federal Excise and State Sales Tax and these taxes must not be included
in this proposal. Tarrant County is not exempt from Surplus Lines Tax or Texas Stamping Tax. The County
shall furnish tax exemption certificate, if required.
3. All documents relating to the solicitation (IFB, RFP, RFQ, etc..), including but not limited to, the solicitation
document, questions and responses, addenda and special notices will be posted under the solicitation number
in Tarrant County’s eProcurement system. It is the Bidder’s or Respondent’s sole responsibility to review this
site and retrieve all related documents up to the solicitation due date.
4. All solicitations shall specify terms and conditions of payment, which will be considered as part of, but not
control, the award of bid. County review, inspection, and processing procedures ordinarily require thirty
(30) days after receipt of invoice, materials, or service. Bids or responses which call for payment before
thirty (30) days from receipt of invoice, that incorporate cash discounts given on such payment, will be
considered only if, in the opinion of the Tarrant County Purchasing Agent, the review, inspection, and
processing procedures can be completed as specified. The County shall have the right to inspect the goods
at delivery before accepting them.
5. Invoices must be sent directly to the Tarrant County Auditor’s Office. Physical invoices must be sent to:
TARRANT COUNTY AUDITORS OFFICE
ATTN ACCOUNTS PAYABLE
100 E WEATHERFORD ROOM 506
FT WORTH TX 76196
Emailed invoices must be sent to sap-invoices@tarrantcountytx.gov.
6. In accordance with the Prompt Payment Act, it is the intention of Tarrant County to make payment on
completed orders within thirty (30) days after receipt of invoice or items; whichever is later, unless unusual
circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided
and must reference the Tarrant County purchase order number in order to be processed. No payments
shall be made on invoices not itemized or those invoices which do not list a purchase order number.
7. Continuing specification-related vendor non-performance will be a basis for the termination of the contract
by Tarrant County. Tarrant County will not pay for work, equipment, or supplies which are unsatisfactory.
The Vendor may be given an opportunity to correct the deficiencies before termination. This, however,
does not negate the basis for termination for non-performance.
8. The contract may be terminated by either party upon written thirty (30) day notice prior to cancellation.
Tarrant County shall have the right to cancel for default of all or any part of the undelivered portion of this
order if the seller breaches any of the terms hereof including warranties of the seller or if the seller becomes
insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any
other remedies that the County may have in law or equity.
9. Bids or proposals will be considered non-responsive if they show any omissions, alteration of form,
additions or conditions not called for, or inconsistencies of any kind. However, Tarrant County reserves the
right to waive any inconsistencies and to make an award in the best interest of Tarrant County. Bids or
responses may be rejected, among other reasons, for inconsistencies or unbalanced value of any items.
10. Bids or proposals may be disqualified for any of the following specific reasons:
a. Reason for believing collusion exists among the Bidders or Respondents.
b. Reasonable grounds for believing that any Bidder or Respondent is interested in more than one (1)
Bid or Response for the work contemplated.
c. Bidder or Respondent being interested in any litigation against Tarrant County.
2
d. Bidder or Respondent being in arrears on any existing contract or having defaulted on a previous
contract.
e. Lack of competency as revealed, including, but not limited to, a financial statement, experience,
equipment, and questionnaire responses.
f. Uncompleted work, which in the judgment of Tarrant County, will prevent or hinder the prompt
completion of additional work, if awarded.
g. Bidders or Respondents shall not owe delinquent property tax in Tarrant County.
h. Limited competition.
11. Any material that is to be considered confidential must be clearly marked as such and shall be treated as
confidential to the extent allowable under Texas Government Code Section 552. Notice will be sent to you
pursuant to this section if Tarrant County receive an open records request to inspect your bid. This notice
will allow you to assert any objections to the release of confidential information in response to an open
records request. It is your responsibility to assert any objections to the release of your bid in response to
an open records request. Tarrant County cannot argue on your behalf that the information contained in
your bid is exempt from public release. Pricing information is not considered confidential and if marked as
such, will result in rejection of your bid.
12. Due care and diligence have been used in the preparation of this information, and it is believed to be
substantially correct. However, the responsibility for determining the full extent of the exposure and the
verification of all information presented herein shall rest solely with the Bidder or Respondent. Tarrant
County and its representatives will not be responsible for any errors or omissions in these specifications,
nor for the failure on the part of the Bidder or Respondent to determine the full extent of the exposures.
13. Vendor may not assign their rights and duties under an award without the written consent of the Tarrant
County Purchasing Agent. Such consent shall not relieve the assignor of liability in the event of default by
the assignee.
14. VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE COUNTY AND ITS OFFICIALS,
AGENTS, EMPLOYEES, REPRESENTATIVES, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND
ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’
FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF
VENDOR OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR
SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT
AND ANY PURCHASE ORDERS ISSUED UNDER THIS CONTRACT. THIS PARAGRAPH IS NOT
INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY OR HOLD
HARMLESS THE COUNTY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT
ACTS OR OMISSIONS OF THE COUNTY OR ITS EMPLOYEES. For the avoidance of doubt, County shall
not indemnify Vendor or any other party under this Contract.
15. Audit Clause: The Vendor must agree that Tarrant County will, until the expiration of twelve (12) months
after final payment under this agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers, and records (hard copy, as well as computer generated data)
of the Vendor involving transactions related to this solicitation. This right to audit also extends to any
obligations assigned to any subcontracts or agreements formed between the Vendor and any
subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Vendor’s
obligations to Tarrant County under this solicitation. The vendor must agree that Tarrant County will have
access during normal working hours to all necessary facilities, staff, and workspace in order to conduct
audits. Tarrant County will provide the Vendor with reasonable advance notice of intended audits. The
Vendor must provide records within ten (10) business days or a mutually agreed upon timeline.
16. In providing the services required by this Agreement, the vendor must observe and comply with all
applicable federal and state statutes, ordinances, rules, and regulations, including, without limitation,
workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and non-
discrimination laws and regulations. Vendor shall be responsible for ensuring its compliance with any laws
and regulations applicable to its business, including maintaining any necessary licenses and permits.
Contents
Revisions and Approvals .................................................
1.0 DEFINITION OF BUYER ........................................................................................ 2
2.0 DEFINITION OF SELLER ....................................................................................... 3
3.0 PUBLIC INFORMATION ......................................................................................... 3
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS ..................... 3
5.0 ORDERS ................................................................................................................ 3
6.0 SELLER TO PACKAGE GOODS ........................................................................... 3
7.0 SHIPMENT UNDER RESERVATION PROHIBITED .............................................. 4
8.0 TITLE AND RISK OF LOSS .................................................................................... 4
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES .................................... 4
10.0 PLACE OF DELIVERY ........................................................................................... 4
11.0 RIGHT OF INSPECTION ........................................................................................ 4
12.0 INVOICES .............................................................................................................. 4
13.0 PRICE WARRANTY ............................................................................................... 4
14.0 PRODUCT WARRANTY ......................................................................................... 5
15.0 SAFETY WARRANTY ............................................................................................ 6
16.0 SOFTWARE LICENSE TO SELLER ....................................................................... 6
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY ......... 6
18.0 OWNERSHIP OF WORK PRODUCT ..................................................................... 7
19.0 NETWORK ACCESS .............................................................................................. 8
20.0 CANCELLATION .................................................................................................... 8
21.0 TERMINATION ....................................................................................................... 8
22.0 ASSIGNMENT / DELEGATION .............................................................................. 8
23.0 WAIVER ................................................................................................................. 8
24.0 MODIFICATIONS ................................................................................................... 8
25.0 THE AGREEMENT ................................................................................................. 8
26.0 APPLICABLE LAW / VENUE ................................................................................. 9
27.0 INDEPENDENT CONTRACTOR(S) ...................................................................... 9
28.0 LIABILITY AND INDEMNIFICATION ..................................................................... 9
29.0 SEVERABILITY .................................................................................................... 10
30.0 FISCAL FUNDING LIMITATION ........................................................................... 10
31.0 NOTICES TO PARTIES ....................................................................................... 10
32.0 NON-DISCRIMINATION ....................................................................................... 10
33.0 IMMIGRATION NATIONALITY ACT ..................................................................... 10
34.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS .........................11
35.0 RIGHT TO AUDIT ................................................................................................. 11
36.0 DISABILITY .......................................................................................................... 11
37.0 DISPUTE RESOLUTION ...................................................................................... 11
38.0 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT .... 12
39.0 CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT ...........12
40.0 DEBARMENT AND SUSPENSION ...................................................................... 12
41.0 BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. 1352) ................................... 12
42.0 NO BOYCOTT OF ISRAEL .................................................................................. 12
43.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES ................................. 13
44.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES ....................................................................................................... 13
45.0 CHANGE IN COMPANY NAME OR OWNERSHIP .............................................. 13
46.0 LAWS, REGULATIONS, AND ORDINANCES ...................................................... 13
47.0 INSURANCE REQUIREMENTS........................................................................... 14
48.0 ADDITIONAL INSURANCE REQUIREMENTS ..................................................... 15
49.0 PERFORMANCE .................................................................................................. 16
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
sub-vendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, contractor, supplier, or other provider of goods and/or services and its
officers, agents, servants, employees, vendors and sub-vendors who act on behalf of the
entity under a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the “City”) may be requested by a
member of the public under the Texas Public Information Act. See TEX. GOV’T CODE
ANN. §§ 552.002 - 552.376 (West Supp. 2006). Seller must clearly mark each page it
believes includes proprietary information by writing “PROPRIETARY” in bolded, yellow
highlighted, 16-point font at the bottom of each page. Any pages that do not contain the
required notification shall be deemed public, and Seller is considered to have consented
to release to the public of such unmarked pages. If the City receives a request for
information a Seller has marked as proprietary in accordance with the instructions above,
the Seller will be notified and given an opportunity to make arguments to the Texas
Attorney General’s Office (the “AG”) regarding reasons the Seller believes that its
information may not lawfully be released. If Seller does not make arguments or the AG
rejects the arguments Seller makes, Seller’s information will be released without penalty
to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to
Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer
or employee. Any willful violation of this section shall constitute malfeasance in office,
and any officer or employee found guilty thereof shall thereby forfeit his office or position.
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
5.0 ORDERS
5.1 No employees of the Buyer or its officers, agents, servants, vendors or sub-
vendors who act on behalf of various City departments, bodies or agencies
are authorized to place orders for goods and/or services without providing
approved contract numbers, purchase order numbers, or release numbers
issued by the Buyer. The only exceptions are Purchasing Card orders and
emergencies pursuant to Texas Local Government Code Section 252.022(a)(1),
(2), or (3). In the case of emergencies, the Buyer’s Purchasing Division will place
such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the
Buyer may result in rejection of delivery, return of goods at the Seller’s cost
and/or non-payment.
6.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes;
and (d) Number of the container bearing the packing slip. Seller shall bear the cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any
applicable specifications. Buyer's count or weight shall be final and conclusive on
shipments not accompanied by packing slips.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of
lading will operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
9.1 Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless
delivery terms are specified otherwise in Seller's proposal, and the City has
expressly accepted the Seller’s delivery terms in writing.
9.2 Unit prices shall include all costs associated with the specified work, including but
not limited to handling, freight, delivery, fuel charges, fees and certifications fees.
No additional charges will be accepted or paid by Buyer.
10.0 PLACE OF DELIVERY
The Place of Delivery shall be as agreed between Buyer and Seller in writing.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them.
Seller shall be responsible for all charges for the return to Seller of any goods rejected
as being nonconforming under the specifications.
12.0 INVOICES
12.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized, and
transportation charges, if any, shall be listed separately. A copy of the bill of
lading and the freight waybill, when applicable, must be attached to the invoice.
Seller shall mail or deliver invoices to Department and address of Buyer as set
forth in the block of the purchase order, purchase change order or release order
entitled "Ship to." Payment shall not be made until the above instruments
have been submitted after delivery and acceptance of the goods and/or services.
12.2 Buyer is tax exempt. Seller shall not include Federal Excise, State or City Sales
Tax in its invoices. Buyer shall furnish a tax exemption certificate upon Seller’s
request.
13.0 PRICE WARRANTY
13.1 The price to be paid by Buyer shall be that contained in Seller's proposal, which
Seller warrants to be no higher than the lesser of either (i) the Seller’s current
rates on valid cooperative agreements for products and services of the kind and
specification covered by this agreement or (ii) Seller's current prices on orders
by others for products and services of the kind and specification covered by
this agreement for similar quantities under like conditions and methods of
purchase. In the event Seller breaches this warranty, the prices of the items
shall be reduced to the lower of the two prices specified above, or in the
alternative upon Buyer's option, Buyer shall have the right to cancel this
agreement without any liability to Seller for breach or for Seller's actual expense.
Such remedies are in addition to and not in lieu of any other remedies which Buyer
may have in law or equity.
13.2 Seller warrants that no person or selling agency has been employed or retained
to solicit or secure this agreement upon a contract or understanding for
commission, percentage, brokerage or contingent fee, excepting employees of
an established commercial or selling agency that is maintained by Seller for the
purpose of securing business. For breach or violation of this warranty, Buyer shall
have the right, in addition to any other right or rights arising pursuant to said
purchase(s), to cancel this agreement without liability and to deduct from the price
such commission percentage, brokerage or contingent fee, or otherwise to
recover the full amount thereof.
14.0 PRODUCT WARRANTY
14.1 Seller shall not limit or exclude any express or implied warranties, and any attempt
to do so shall render this agreement voidable at the option of Buyer. Seller
warrants that the goods furnished will conform to Buyer's specifications, drawings
and descriptions listed in the response to the proposal invitation, and the
sample(s) furnished by Seller, if any. In the event of a conflict between the
sample(s) and Buyer's specifications, drawings, and descriptions, Buyer’s
specifications shall govern.
14.2 In addition to any other warranties in this agreement, the Seller warrants that all
work and products supplied under this agreement conform to the agreement
requirements and are free from any defect in workmanship, equipment, material,
or design furnished by the Seller or any supplier at any tier.
14.3 Seller agrees to repair or replace promptly, on a one-for-one basis without
additional cost to Buyer, any and all defective work and products. Buyer defines
"prompt" repair or replacement to be within twenty-four (24) hours after
notification by Buyer’s authorized personnel.
14.4 This warranty shall continue at least for a period of 90 days from the date of
acceptance of products and work by Buyer.
14.5 Seller shall remedy at the Seller’s expense any non-conforming or defective
products or work. In addition, the Seller shall remedy at Seller’s expense any
damage to real or personal property owned by Buyer, when that damage is the
result of a defect of products furnished.
14.6 Seller’s warranty with respect to work and products repaired or replaced will run
for 90 days from date of installation and acceptance of the repaired/replaced work
or product by Buyer.
14.7 Buyer shall notify the Seller, within a reasonable time after the discovery of any
failure, defect, or damage.
14.8 If the Seller fails to remedy any failure, defect, or damage within a reasonable
time after receipt of notice, Buyer shall have the right to replace, repair, or
otherwise remedy the failure, defect, or damage at the Seller’s expense and to
offset or otherwise reduce other payments to Seller (at Buyer’s actual cost) to the
extent of such expense.
14.9 This warranty shall not include failures attributable to accident, fire, or negligence
on the part of Buyer’s personnel.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970, as amended. In the event the product does not conform to OSHA standards,
Buyer may return the product for correction or replacement at Seller's expense. In the
event Seller fails to make appropriate correction within a reasonable time, any correction
made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller
shall refund all monies received for such goods within thirty (30) days after request is
made by Buyer in writing and received by Seller. Notice is considered to have been
received upon hand delivery, or otherwise in accordance with Section 31.0 of these terms
and conditions. Failure to make such refund shall constitute breach and cause this
agreement to terminate immediately.
16.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Seller hereby grants to Buyer a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is ”proprietary” to
Seller, and is licensed and provided to the Buyer for its sole use for purposes under this
agreement and any attached work orders or invoices. The Buyer may not use or share
this software without permission of the Seller; however Buyer may make copies of the
software expressly for backup purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this
Section each individually referred to as a “Deliverable” and collectively as
the “Deliverables,”) do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
17.2 SELLER shall be liable and responsible for any and all claims made against
the Buyer for infringement of any patent, copyright, trademark, service
mark, trade secret, or other intellectual property rights by the use of or
supplying of any Deliverable(s) in the course of performance or completion
of, or in any way connected with, providing the services, or the Buyer’s
continued use of the Deliverable(s) hereunder.
17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney’s fees, any claim or action
against the Buyer for infringement of any patent, copyright, trade mark,
service mark, trade secret, or other intellectual property right arising from
Buyer’s use of the Deliverable(s), or any part thereof, in accordance with
this agreement, it being understood that this agreement to indemnify,
defend, settle or pay shall not apply if the Buyer modifies or misuses the
Deliverable(s). So long as SELLER bears the cost and expense of payment
for claims or actions against the Buyer pursuant to this section, SELLER
shall have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Buyer shall have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect the Buyer’s interests, and Buyer agrees to cooperate
with SELLER in doing so. In the event Buyer, for whatever reason, assumes
the responsibility for payment of costs and expenses for any claim or action
brought against the Buyer for infringement arising under this Agreement,
the Buyer shall have the sole right to conduct the defense of any such claim
or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, SELLER shall fully participate
and cooperate with the Buyer in defense of such claim or action. Buyer
agrees to give SELLER timely written notice of any such claim or action,
with copies of all papers Buyer may receive relating thereto.
Notwithstanding the foregoing, the Buyer’s assumption of payment of costs
or expenses shall not eliminate SELLER’s duty to indemnify the Buyer
under this Agreement. If the Deliverable(s), or any part thereof, is held to
infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted,
SELLER shall, at its own expense and at Buyer’s election, either: (a)
procure for Buyer the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non- infringing, provided that
such modification does not materially adversely affect Buyer's authorized
use of the Deliverable(s); or (c) replace the Deliverable(s) with equally
suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to Buyer; or (d) if none of the
foregoing alternatives is reasonably available, terminate this Agreement,
and refund all amounts paid to SELLER by the Buyer, subsequent to which
termination Buyer may seek any and all remedies available to Buyer under
law.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made or suggested by the Seller for the Buyer pursuant to a Work Order, including all
such developments as are originated or conceived during the term of the agreement and
that are completed or reduced to writing thereafter constitute work product owned by the
Buyer (the “Work Product”), and Seller acknowledges that such Work Product may be
considered “work(s) made for hire” and will be and remain the exclusive property of the
Buyer. To the extent that the Work Product, under applicable law, may not be considered
work(s) made for hire, Seller hereby agrees that this agreement effectively transfers,
grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests,
including copyright, which Seller may have in any Work Product or any tangible media
embodying such Work Product, without the necessity of any further consideration, and
Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights
in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives
any property interest in such Work Product.
19.0 NETWORK ACCESS
The Buyer owns and operates a computing environment and network (collectively the
"Network"). If Seller requires access, whether onsite or remote, to the Buyer’s network to
provide services hereunder, and the Seller is required to utilize the Internet, Intranet,
email, Buyer database, or other network application, Seller shall separately execute the
Buyer’s Network Access Agreement prior to providing such services. A copy of the
Buyer’s standard Network Access Agreement can be provided upon request.
20.0 CANCELLATION
Buyer shall have the right to cancel this agreement immediately for default on all or any
part of the undelivered portion of this order if Seller breaches any of the terms hereof,
including warranties of Seller. Such right of cancellation is in addition to and not in lieu of
any other remedies, which Buyer may have in law or equity.
21.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in
whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller
of a written "Notice of Termination" specifying the extent to which performance of work
or the goods to be purchased under the order is terminated and the date upon which
such termination becomes effective. Such right of termination is in addition to and not in
lieu of any other termination rights of Buyer as set forth herein.
22.0 ASSIGNMENT / DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
agreement shall be assigned or delegated to another entity without the express written
consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void
and totally ineffective for all purposes unless made in conformity with this paragraph.
Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional
cost to Buyer, all documents that are reasonable and necessary, as determined by Buyer,
to verify Seller’s legal status and transfer of rights, interests, or obligations to another
entity. The documents that may be requested include, but are not limited to, Articles of
Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax
identification number, etc. Buyer reserves the right to withhold all payments to any entity
other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide
necessary information in accordance with this section, Buyer shall not be liable for any
penalties, fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this agreement can be discharged in whole or
in part by a waiver or renunciation of the claim or right unless the waiver or renunciation
is supported by consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This agreement can be modified or rescinded only by a written agreement signed by
bothparties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and
Conditions together with any applicable proposal documents published by the Buyer (or,
if Buyer is acting under the auspices of a cooperative agreement and procurement led
by another entity, the proposal documents published by such entity) and Seller’s
Response to such proposal (the “contract documents”). This Agreement is intended by
the parties as a final expression of their agreement and is intended also as a complete
and exclusive statement of the terms of their agreement. No course of prior dealings
between the parties and no usage of trade shall be relevant to supplement or explain any
term used in this Agreement. Acceptance of or acquiescence in a course of performance
under this Agreement shall not be relevant to determine the meaning of this Agreement
even though the accepting or acquiescing party has knowledge of the performance and
opportunity for objection. Whenever a term defined by the Uniform Commercial Code
(UCC) is used in this Agreement, the definition contained in the UCC shall control. In the
event of a conflict between the contract documents, the order of precedence shall be
these Standard Terms and Conditions, the published proposal documents and the
Seller’s response. If Buyer and Seller have otherwise negotiated a contract, this
Agreement shall not apply.
26.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or “UCC” is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this agreement shall be in Fort Worth,
Tarrant County, Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor(s) and not as an officer,
agent, servant or employee of Buyer. Seller shall have exclusive control of, and the
exclusive right to control, the details of its operations hereunder and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, agents,
employees, vendors and sub-vendors. The doctrine of respondeat superior shall not apply
as between Buyer and Seller, its officers, agents, employees, vendors and sub-vendors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees, vendors and sub-vendors.
28.0 LIABILITY AND INDEMNIFICATION
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
28.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE BUYER, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND
ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
ACTS OR OMISSIONS OF SELLER, ITS OFFICERS, AGENTS,
SUBCONTRACTOR(S)S, SERVANTS OR EMPLOYEES.
29.0 SEVERABILITY
In case 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 of this agreement, which agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
30.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this agreement, then Buyer will immediately notify Seller
of such occurrence, and this agreement shall be terminated on the last day of the fiscal
period for which funds have been appropriated without penalty or expense to Buyer of any
kind whatsoever, except to the portions of annual payments herein agreed upon for which
funds shall have been appropriated and budgeted or are otherwise available.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively
determined to have been delivered three (3) business days following the day such notice
is deposited in the United States mail, in a sealed envelope with sufficient postage
attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 100
Fort Worth Trail, Fort Worth, Texas 76102. Notices to Seller shall be conclusively
determined to have been delivered three (3) business days following the day such notice
is deposited in the United States mail, in a sealed envelope with sufficient postage
attached, addressed to the address given by Seller in the cooperative agreement executed
between the Parties. Notices to either party sent via express courier or hand deliveryshall
be considered received upon delivery.
32.0 NON-DISCRIMINATION
This agreement is made and entered into with reference specifically to Chapter 17, Article
III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986),
as amended, and Seller hereby covenants and agrees that Seller, its employees, officers,
agents, vendors or sub-vendors, have fully complied with all provisions of same and that
no employee, participant, applicant, contractor(s) or sub-contractor(s) has been
discriminated against according to the terms of such Ordinance by Seller, its employees,
officers, agents, contractor(s) or sub-vendors herein.
33.0 IMMIGRATION NATIONALITY ACT
Buyer must verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification
Form (I-9). Upon request by Buyer, Buyer will provide Buyer with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Buyer must adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any Buyer
employee who is not legally eligible to perform such services. BUYER WILL INDEMNIFY
BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY BUYER, BUYER’S
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. Buyer, upon
written notice to Buyer, will have the right to immediately terminate this Agreement for
violations of this provision by Buyer.
34.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed
all applicable health, safety, and the environmental laws, requirements, and standards.
In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
35.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer’s authorized representative, shall, until the
expiration of three (3) years after final payment under this agreement, and at no additional
cost to Buyer, have access to and the right to examine and copy any directly pertinent
books, computer disks, digital files, documents, papers and records of the Seller
involving transactions relating to this agreement.. Seller agrees that the Buyer shall have
access, during normal working hours, to all necessary Seller facilities, and shall be
provided adequate and appropriate workspace, in order to conduct audits in compliance
with the provisions of this section. Buyer shall pay Seller for reasonable costs of any
copying in accordance with the standards set forth in the Texas Administrative Code. The
Buyer shall give Seller reasonable advance written notice of intended audits, but no less
than ten (10) business days.
36.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its sub-vendors will not unlawfully discriminate
on the basis of disability in the provision of services to general public, nor in the
availability, terms and/or conditions of employment for applicants for employment with,
or employees of Seller or any of its sub-vendors. Seller warrants it will fully comply with
ADA's provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold Buyer harmless against any claims or
allegations asserted by third parties or sub-vendors against Buyer arising out of Seller's
and/or its sub-vendor’s alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreement.
37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter that arises under this
Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the
nature of the dispute and list the party’s specific reasons for such dispute. Within ten (10)
business days of receipt of the notice, both parties shall make a good faith effort, either
through email, mail, phone conference, in person or virtual meetings, or other reasonable
means to resolve any claim, dispute, breach or other matter in question that may arise
out of, or in connection with this Agreement. If the parties fail to resolve the dispute within
sixty (60) days of the date of receipt of the notice of the dispute, then the parties may
submit the matter to non-binding mediation upon written consent of authorized
representatives of both parties in accordance with the Commercial Arbitration Rules and
Mediation Procedures of the American Arbitration Association or other applicable rules
governing mediation then in effect. If the parties cannot resolve the dispute through
mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute.
38.0 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT
If the Federal award meets the definition of “funding eCFR — Code of Federal Regulations
agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into
a contract with a small business firm or nonprofit organization regarding the substitution of
parties, assignment or performance of experimental, developmental, or research work under
that “funding agreement,” the recipient or subrecipient must comply with the requirements of
37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements,” and any
implementing regulations issued by the awarding agency.
39.0 CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
Seller shall comply with all applicable standards, orders or regulations issued pursuant to the
Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as
amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding
agency and the Regional Office of the Environmental Protection Agency (EPA).
40.0 DEBARMENT AND SUSPENSION
Per Executive Orders 12549 and 12689, a contract award (see 2 CFR 180.220) shall not be
made to parties listed on the government-wide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989
Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of
parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
41.0 BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. 1352)
Firms that apply or bid for an award exceeding $100,000.00 must file the required
certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.
Each tier must also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier
to tier up to the non-Federal award. Seller shall provide proof of Byrd Anti-Lobbying
Amendment certification filings on request, if the bid exceeds $100,000.00.
42.0 NO BOYCOTT OF ISRAEL
If the Seller has fewer than 10 employees or this Agreement is for less than
$100,000, this section does not apply. The Seller acknowledges that in accordance
with Chapter 2271 of the Texas Government Code, the Buyer is prohibited from entering
into a contract with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The terms “boycott Israel” and “company” has the
meanings ascribed to those terms in Section 2271 of the Texas Government Code. By
signing this Agreement, Seller certifies that Seller’s signature provides written
verification to the Buyer that Seller: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the Agreement.
43.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Seller acknowledges that in accordance with Chapter 2276 of the Texas Government
Code, the Buyer 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
Buyer with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not boycott energy companies;
and (2) will not boycott energy companies during the term of the contract. To the extent
that Chapter 2276 of the Government Code is applicable to this Agreement, by signing
this Agreement, Seller certifies that Seller’s signature provides written verification to the
Buyer that Seller: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
44.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the Buyer 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 Buyer with a company with 10 or more full-time employees unless the contract
contains a written verification from the company that it: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm
entity or firearm trade association. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Seller certifies that
Seller’s signature provides written verification to the Buyer that Seller: (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.
45.0 CHANGE IN COMPANY NAME OR OWNERSHIP
The Seller shall notify the Buyer’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated Buyer’s records.
The president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied by supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, a copy of the board of directors’ resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46.0 LAWS, REGULATIONS, AND ORDINANCES
The Seller shall be responsible for meeting all Federal: laws, ordinances, and regulations;
State: laws, ordinances, and regulations; County: laws, ordinances, and regulations; and
City: laws, ordinances, and regulations. This includes, but is not limited to, all Federal,
State, County, and City Agencies, Administrations, and Commissions such as the
Environmental Protection Agency (EPA), Occupational Safety and Health Administration
(OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the event any
law, regulation, or ordinance becomes effective after the start of this Agreement, the Seller
is required to comply with the new policy. Any mandates requiring Buyer to comply with
new guidelines will also require the Seller to comply.
47.0 INSURANCE REQUIREMENTS 1
47.1 The Seller shall assume all risk and liability for accidents and damages that may
occur to persons or property during the prosecution of work under this Agreement.
The Seller shall file with Buyer, prior to the commencement of services, a certificate
of insurance documenting the following required insurance.
47.1.1 Failure to provide such information within five (5) calendar days may be
grounds for Agreement termination.
47.2 Policies shall have no exclusions by endorsements which nullify the required lines
of coverage, nor decrease the limits of said coverage unless such endorsements
are approved by Buyer. In the event a contract has been bid or executed and the
exclusions are determined to be unacceptable or Buyer desires additional
insurance coverage, and Buyer desires the Seller to obtain such coverage, the
contract price shall be adjusted by the cost of the premium for such additional
coverage plus 10%.
47.2.1 Statutory Workers’ Compensation Insurance and Employer’s Liability
Insurance at the following limits:
$100,000 Each Accident
$500,000 Disease – Policy limit
$100,000 Disease – Each Employee
This coverage may be written as follows:
Workers’ Compensation and Employers’ Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers’
Compensation Act (Texas Labor Code Sec. 401.001 et seq.) and minimum
policy limits for Employers’ Liability of $100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and $100,000 per disease per
employee.
47.2.2 Commercial General Liability Insurance including Explosion, Collapse, and
Underground Coverage shall be provided as follows:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Coverage shall include but not be limited to the following:
premises/operations, independent Sellers, products/completed operations,
personal injury, and contractual liability. Insurance shall be provided on an
1 This is the Standard Provision regarding Insurance Requirements. If the Buyer determines that additional insurance
is required, those additional requirements will be listed in the actual bid issued.
occurrence basis, and as comprehensive as the current Insurance Services
Office (ISO) policy.
47.2.3 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on "Any Auto",
defined as autos owned, hired and non-owned.
47.2.4 The Seller shall furnish Buyer’s Purchasing Manager, with a certificate of
insurance documenting the required insurance prior to the commencement
of services.
47.2.5 Policies shall be endorsed to provide Buyer a thirty- (30) day notice of
cancellation, material change in coverage, or non-renewal of coverage.
47.2.6 Applicable policies shall also be endorsed to name Buyer as an additional
insured, as its interests may appear (ATIMA).
48.0 ADDITIONAL INSURANCE REQUIREMENTS2
48.1 Buyer, its officers, employees and servants shall be endorsed as an additional
insured on Seller’s insurance policies excepting employer’s liability insurance
coverage under Seller’s workers’ compensation insurance policy.
48.2 Certificates of insurance satisfactory to Buyer and Worker’s Compensation
Affidavit must be received before Seller can begin work. Failure to supply and
maintain such insurance shall be a breach of contract. Seller shall provide
complete copies of all insurance policies required by this Agreement. Certificates
of insurance must be supplied to:
Financial Management Services Department
Attention: Purchasing Division
100 Fort Worth Trail, Fort Worth, Texas 76102
48.3 Any failure on part of Buyer to request required insurance documentation shall not
constitute a waiver of the insurance requirements specified herein. Each insurance
policy shall be endorsed to provide Buyer a minimum 30-day notice of cancellation,
non-renewal, and/or material change in policy terms or coverage. A ten (10) day
notice shall be acceptable in the event of non-payment of premium.
48.4 Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A: VII or equivalent measure of financial strength and
solvency.
48.5 Deductible limits, or self-funded retention limits, on each policy must not exceed
$10,000.00 per occurrence unless otherwise approved by Buyer.
48.6 Other than worker’s compensation insurance, in lieu of traditional insurance, Buyer
may consider alternative coverage or risk treatment measures through insurance
pools or risk retention groups. Buyer must approve in writing any alternative
coverage.
2 This is the Standard Provision regarding Insurance Requirements. If the Buyer determines that additional insurance
is required, those additional requirements will be listed in the actual bid issued.
EXHIBIT B
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MII:�:�:7:�►Y1[K�Ii��Y11i1
COMMISSIONERS COURT COMMUNICATION
Court Date: September 3, 2025 Court Order #: 145889 Page: 1 of 7
Department:
SUBJECT:
Approved By: Christopher Lax, CPSM,
Prepared By: Emily Salter, CPPB
CPSD, CPCP
Bid No. F2025175 - Annual Contract for Emulsions - Countywide - Ergon Asphalt & Emulsions, Inc. - Per Unit Price
and Discount from List Price
COMMISSIONERS COURT ACTION REQUESTED
It is requested that the Commissioners Court award Bid No. F2025175, Annual Contract for Emulsions, Countywide, at the per
unit price and discount from list price.
BACKGROUND
Notice of the County's intent to bid was advertised in a local newspaper, as required by State statute, and posted on the
Internet, the Arlington Black Chamber of Commerce, the Fort Worth Hispanic Chamber of Commerce, the Fort Worth
Metropolitan Black Chamber of Commerce, and the Tarrant County Asian American Chamber of Commerce. (465) vendors
were contacted and requested to participate in this bid process. All documents pertaining to this bid were posted on the Tarrant
County website and were downloaded by interested bidders. (3) bids and (1) no-bids were received.
The bid received from P Squared Emulsions did not meet specification because they do not have a pickup plant in Tarrant
County.
The low bid received from Ergon Asphalt & Emulsions, Inc. meets all specifications and is acceptable to the four Maintenance
Precincts.
The term of the contract is twelve (12) months, effective 10/U2025, with (2) options for renewal periods of twelve (12) months
each.
The purpose of this contract is for the purchase of emulsions for binding and sealing agents for road construction and repair.
Therefore, it is the joint recommendation of the four Maintenance Precincts and Purchasing that Bid No. F2025175- Annual
Contract for Emulsions, Countywide, be awarded to Ergon Asphalt & Emulsions, Inc. at the per unit price and discount from
list price.
FISCAL IMPACT
Expenses for the last twelve (12) months were $141,693.43. The department has included funding in the FY26 budget
request.
Attachments
F2025175 Backup.pdf
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TAKINGS IMPACT ASSESSMENT CHECKLIST
Complete this form for any county action that involves the adoption of a regulation,
policy, guideline, court resolution, or order.
Project/Regulation Name: Bid No. F2025175- Annual Contract for Emulsions
County Department: PURCHASING
Contact Person: Melissa Lee, C.P.M., A.P.P.
Phone Number for Contact Person: (817) 884-3245
Type of TIA Performed: SHORT TIA or FULL TIA. Circle one after answering the questions in
Sections II and III below.
************************************************************************************************************
I. Stated Purpose
Attach to this checklist an explanation of the purpose of the regulation, policy, guideline,
court resolution or order.
********************************************************************************************************
Note: The remainder of this Takings Impact Assessment Checklist should
be completed in consultation with the Criminal District Attorney’s Office.
II. Potential Effect on Private Real Property
1. Does the county action require a physical invasion, occupation or dedication of real
property?
Yes No
2. Does the county action limit or restrict a real property right, even partially or
temporarily?
Yes No
If you answered yes to either question, go to Section III. If you answered no to both, STOP
HERE and circle SHORT TIA at the top of the form.
************************************************************************************************************
48.7 Workers’ compensation insurance policy(s) covering employees of the Seller shall
be endorsed with a waiver of subrogation providing rights of recovery in favor of
Buyer.
48.8 Buyer shall not be responsible for the direct payment of insurance premium costs
for Seller’s insurance.
48.9 Seller’s insurance policies shall each be endorsed to provide that such insurance
is primary protection and any self-funded or commercial coverage maintained by
Buyer shall not be called upon to contribute to loss recovery.
48.10 While the purchase order is in effect, Seller shall report, in a timely manner, to
Buyer’s Purchasing Department any known loss occurrence that could give rise to
a liability claim or lawsuit or which could result in a property loss.
49.0 PERFORMANCE
Failure of Buyer to insist in any one or more instances upon the performance of any of the
terms and conditions of this Agreement shall not be construed as a waiver or
relinquishment of the future performance of any terms and conditions, but the Seller's
obligation with respect to such performance shall continue in full force and effect.
City of Fort Worth
2025-2026
This bid is for full transport loads of 5,500 gallons. Freight is based on a full transport load, even if a full load of
material is not ordered. The common carrier bills demurrage at $100.00 per hour, after the second hour. Return
freight is one-half of the . The pump and hose charge is $100.00 per load. For
equipment ordered but not used(cancelled without enough notice) the carrier may charge up to $400.00.
A Federal Environmental Fee will be added to the above price at a rate of $.00150/gal for emulsion loads
or $.49770/ton for asphalt & polymer loads.
Submitted by:Ergon Asphalt & Emulsions, Inc.
11612 RM 2244
Building 1, Suite 250
Austin, Texas 78738
Telephone: (512) 469-9292
FAX: (512) 469-0391
Plant Location Contact
Ergon A&E Saginaw Patrick Coyle
600 Minton Road RegionalSales Manager
Saginaw, TX 76179 pat.coyle@ergon.com
Mobile: 817-264-2626
Signed: _______________________________ Date: September 24, 2025
Lisa Chavez, Account Specialist
Ergon Asphalt & Emulsions, Inc
MATERIAL QTY UNIT FOB FRT
Emulsions -CRS-2/CRS-2H 100 GL $2.75 $2.94
Emulsions -CSS-1H 100 GL $2.80 $2.99
Emulsions -CSS-1H, Diluted (30% product, 70% water)100 GL $1.05 $1.24
Emulsions -CSS-1H, Diluted (40% product, 60% water)100 GL $1.30 $1.49
Emulsions -CSS-1H, Diluted (80% product, 20% water)15,000 GL $2.30 $2.49
Emulsions -CSS-1H, Diluted (70% product, 30% water)15,000 GL $2.05 $2.24
Asphalt Emulsified Prime (AEP)100 GL $3.25 $3.44
Asphalt Emulsified Prime (AEP), Diluted, (30% product, 70% water)100 GL $1.19 $1.38
Asphalt Emulsified Prime (AEP), Diluted (80% product, 20% water)20,000 GL $2.66 $2.85
Asphalt Emulsified Prime (AEP), Diluted (70% product, 30% water)20,000 GL $2.37 $2.56
Emulsions NT-HRE (Trackless Tack)100 GL $4.00 $4.19
Emulsions-NT-HRE 66/33, Diluted (66% product, 33% water)100 GL $2.60 $2.79
Water, per Specifications on Page 15 20,000 GL $.40 $.59
Ergon Asphalt & Emulsions, Inc.
11612 RM 2244, Bldg. 1, Ste. 250
Austin, Texas 78738
ergonasphalt.com
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor
meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
OFFICEUSEONLY
Date Received
1 Name of vendor who has a business relationship with local governmental entity.
None
2
X Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
4 Describe each employment or other business relationship with the local government officer,or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes X No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes X No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
N/A
6
Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7 Ergon Asphalt&Emulsions
Signature of vendor doing business with the governmental entity
10/17/24
Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A localgovernment officer shall file a conflicts disclosure statementwith respect to a vendor if:
***
(2) thevendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021