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HomeMy WebLinkAbout064557 - General - Contract - Houston Freightliner, Inc.CSC No. 64557 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Houston Freightliner, Inc. ("Vendor") and the City of Fort Worth ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A— Seller's Quote; 3. Exhibit B— Cooperative Agency Contract (HT06-20); and 4. Exhibit C— Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement control. City shall pay Vendor in accordance with the fee schedule in Exhibit A, including any future quotes, and in accordance with the provisions of this Agreement. Total annual payment made under this non- exclusive Agreement may be an amount up to Ten-Thousand Dollars and Zero Cents ($10,000.00). The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specifc amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. The Parties will engage in multiple transactions to purchase off-road vehicles and/or other motorized equipment under this Agreement. For each purchase made pursuant to this Agreement, Vendor must supply a quote for the subject vehicles/equipment and the quote must conform with the then-current pricing under the underlying cooperative agreement. If the City accepts the quote and places an order for the vehicles/equipment, that quote shall be considered as an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the 3-year Audit period included herein. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on May 31, 2026. Vendor agrees that City shall, until the expiration of three (3) years after iinal 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 books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: City of Fort Worth Atm: Valerie Washington, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Jason Young 9550 North Loop East, Houston, TX 77029 Facsimile: N/A 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. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 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 IsraeP' 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 Vendar: (1) does not boycott Israel; and (2) wi11 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. 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: ✓a0a-la'�^��- BV; Valerle Washington (Jan 13, 202615:36:15 CST) > Name: Valerie Washington Title: Assistant City Manager Date: O1/13/2026 APPROVAL RECOMMENDED: G'v � By; Reginald Zeno (Jan 13, 2026 15:35:14 CST) Name: Reginald Zeno Title: Chief Financial Officer/Director ATTEST: i poF9eoqj°no eoo h•°o aq� �,DpO �y����� 1 p � 0°�`° B•�G � ��� �V a�e A C��-�, �o � � .d °°ondtez osaa Name: Jannette Goodall Title: City Secretary VENDOR: Houston Freightliner, Inc. By: ����� Name: Jason Young Title: Account Manager Date: 1-12-26 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. .AQh�a�y �'e��, By: � Name: Ashley Sorkar Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: ��!�a�� Gf�u��.�tn� By: Name: Jessika J. Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0450 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A NEW COMMERCIAL VEHICLE SALES ORDER i- - s• 'ier'�ii' Houston Freightliner - Western Star `! ''4 '"`9'� Date 12802 Crosby Freeway - Houston, Texas 77049 September 17, 2025 Phone: (713) 672-4115 /(800) 299-4200 Expected Delivery Date For Equipment primarily for business or commercial purposes �rin/ WESTERN STAR TBD & not for ersonal, family, household or aqricultural purposes � � Customer�urchaser Name: Email Address: Fort Worth Fire Department Office - Address City State Zip 1000 Throckmorton ST Fort Worth, TX 76102 Salesperson The undersigned purchaser hereby offers to purchase from Houston Freightliner Inc, seller, the products herein described, at the price and with the Jason Younq other terms and conditions as set forth in the Retail Sales Order. Quantity Year Make Model Type Color Odometer Reading Serial Number 1 I 2025 I Frei9htliner M2106 Plus I Ft Worth FD I Red I New I 3ALACYFE2SDVR1217 CASH SALE PRICE "Multiple Vehicle Purchases listed on Attachment A" PRICE PER TRUCK TOTAL $ 9,198.00 Miscellaneous and Optional Equipment to be added : $ - � $ - � $ - IALL COST INCREASESE FOR MAJOR COMPONENTS (ENGINES, TRANSMISSIONS, AXLES, FRONT AND REAR TIRES), $ - IALL COSTS RESULTING FROM GOVERNMENT MANDATED REQUIREMENTS, ALL RAW MATERIAL SURCHARGES, $ - IAND ALL MANUFACTURER PRICING SURCHARGES WILL BE PASSED THROUGH AND ADDED TO THE INVOICES $ - � � � Warranty: � � � � � � �Contract Fee: TRADE INFORMATION "Multiple Trades listed on Attachment 8" Year Make Model VIN Lienholder MISCELLANEOUS � METHOD OF PAYMENT $ $ $ $ $ $ $ $ $ $ $ Total Miscellaneous and Optional Equipment $ (A) TOTAL SALE PRICE WITH F.E.T (if applicable) $ Mileage Phone Contact Name STATE SALES TAX (IF ANY) 0.00 % I$ **AD VALOREM TAX 0 I $ REGISTRATION FEES TYPE: N/A $ TITLE FEE $ 'DOCUMENTATION FEE I $ D.O.T. INSPECTION OR STATE INSPECTION I$ OTHER I$ (C)TOTALMISCELLANEOUS $ NET TOTAL PURCHASE PRICE= (A) minus (B) plus (C) Cash with Order Cash Due on Delivery Balance Due Houston Freightliner Inc Lienholder: 9,198.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Allowance $ - Payoff $ - Approximate Trade Equity (B) TOTAL EQUITY $ Each - � � $ - � � $ - � � $ - � � $ - � � $ � � $ - � � $ $ 9,198 $ $ Payment is due at time of delivery $ $ Total 9,198.00 9,198.00 I - � - � - � - � - � � - � I 9,198.00 � 9,198.00 I * A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS RELATING TO THE SALE. A DOCUMENTARY FEE MAY NOT EXCEED A REASONABLE AMOUNT AGREED TO BY THE PARTIES. THIS NOTICE IS REQUIRED BY LAW. CHAPTER 353 OF THE TEXAS FINANCE CODE APPLIES IF THIS SALE IS TO BE A RETAIL INSTALLMENT TRANSACTION. UN CARGO DOCUMENTAL NO ES UN CARGO OFICIAL. LA LEY NO EXIGE QUE SE IMPONGA UN CARGO DOCUMENTAL. PERO ESTE PODRIA COBRARSE A LOS COMPRADORES POR EL MANEJO DE LA DOCUMENTACION EN RELACION CON LA VENTA. UN CARGO DOCUMENTAL NO PUEDE EXCEDER UNA CANTIDAD RAZONABLE ACORDADA POR LAS PARTES. ESTA NOTIFICACION SE EXIGE POR LEY. CAPITULO 353 DEL CODIGO FINANCIAL DE TEXAS, SE APLICA SI LA VENTA SE REALIZARA EN PAGOS. I DISCLAIMLER OF WARRANTIES I THE ONLY WARRANTIES ON THE VEHICLE SOLD HEREBY ARE THOSE MADE BY THE MANUFACTURER. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY LIABILITY IN CONNECTION WITH THE SALE OF SAID PRODUCTS. BUYER WILL BEAR THE ENTIRE EXPENSE OF REPAIRING OR CORRECTING ANY DEFECTS THAT PRESENTLY EXIST OR THAT MAY OCCUR IN THE VEHICLE, UNLESS THE SAME ARE SPECIFICALLY COVERED BY A WRITTEN MANUFACTURER'S WARRANTY OR BY A SERVICE CONTRACT WITH SELLER COVERING THE DESCRIBED VEHICLE OR ITS COMPONENT PARTS WHICH IS DELIVERED TO BUYER IN CONJUNCTION WITH OR WITHIN 90 DAYS FOLLOWING THE TIME OF THE SALE. The Dealer's Inventory Tax charge is intended to reimburse the dealer for ad valorem taxes on its motor vehicle inventory. The charge, which is paid by the dealer to the county tax assessor-collector, is not a tax imposed on a consumer by the povernment, and is not required to be charped by the dealer to the consumer. Purchaser agrees that this Order includes all of the terms and conditions on both the face and reverse side hereof, that this Order cancels and supersedes any prior agreement and as of the date hereof comprises the complete and exclusive statement of the terms of the agreement relating to the subject matters covered hereby, and that THIS ORDER SHALL NOT BECOME BINDING UNTIL ACCEPTED BY THE DEALER OR HIS/HER AUTHORIZED REPRESENTATIVE. Purchaser by execution of this order acknowledges that he/she has read its terms and conditions, accepted the same and received a true copy of this order. �This order is a contract and includes the additional provisions set forth on the reverse side hereof, each of which is incorporated herein by reference. � HOUSTON FREIGHTLINER INC ("Seller") BV: 9/17/2025 REPRESENTATIVE'S SIGNATURE DATE BV Fort Worth Fire Department ("Purchaser") 9/17/2025 PURCHASER'S SIGNATURE DATE ORIGINAL-REVISED 9/19/2016 sn �i2o2s DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F EXillbli B H-GAC Houston-Galveston Area Council P.O. Box 22777 • 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Houston Freightliner, Inc. - Public Services - 20-00314 SPECIAL PROVISIONS Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priarity are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. ARTICLE 2: END USER AGREEMENTS ("EUA") H-GAC acknowledges that the END USER may choose to enter into an End User Agreement ("EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and ar terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, Page 1 of 4 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F benefits, or terms to H-GAC and the END USER. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidde�'s/proposer's control [example; a manufacturer's bid concessionJ, or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement. ARTICLE 5: GOVERNING LAW & VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's receipt of invoice. Far sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIQUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Page 2 of 4 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the BidlProposal Specifications. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. ARTICLE 11: TEXAS MOTOR VEffiCLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle Page 3 of 4 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. Page 4 of 4 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F H-GAC Houston-Galveston Area Council P.O. Box 22777 • 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Houston Freightliner, Inc. - Public Services -- 20-00314 GENERAL PROVISIONS This Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Houston Freightliner, Inc., hereinafter referred to as the Contractor, having its principal place of business at 9550 North Loop East, Houston, TX 77029. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2: APPLIC E LAWS ABL The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3: INDEPENDENT C RAC OR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H- GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom. ARTICLE 4: WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement ("Agreement") between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties. ARTICLE 5: SC OF SERVIC ES Page 1 of 7 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F The services to be performed by the Contractor are outlined in an Attachment to this Agreement. ARTICLE 6: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Jun O1 2020 and ends May 31 2022. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE 8: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 11: AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC. ARTICLE 12: FXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or Page 2 of 7 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements. ARTICLE 13: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 14: CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15: TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for Convenience or Default. A. Convenience H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H- GAC, by providing written notice by certiiied mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default Page 3 of 7 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances: (1) lf the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. ARTICLE 16: SEVERABILITY H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 17: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 18: CONFLICT OF INTEREST No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement. ARTICLE 19: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f� the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) Page 4 of 7 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement. ARTICLE 21: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to Page 5 of 7 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ARTICLE 24: JOINT WORK PRODUCT This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 25: DISPUTES All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision. ARTICLE 26: CHOICE OF LAW: VENUE This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 27: ORDER OF PRIORITY In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments. Page 6 of 7 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by: Housto �se�is�,b�d,i:ner, Inc. hd� N�.S� Signature 389FE12E2EOF4C4... Name Adam Neuse Title Account Manager Date 3/26/2020 H-C*AC DocuSigned by: Signatur � 82EC270DSD61423... Name Chuck Wemple Title Executive Director Date 3/26/2020 Page 7 of 7 DocuSign Envelope ID: E22C2988-1F22-48E6-9EEE-BC7500B13A7F Attachment A Houston Freightliner, Inc. Medium and Heavy Trucks & Truck Bodies Contract Na HT06-20 Applicable items are the models listed in the table below, in their factory standard configurations, as well as any pricing documents included in the awardee's bid response. H-GAC Product Code HT0620D 1 HT0620D2 HT0620D3 HT0620D4 HT0620D5 HT0620D6 HT0620D7 HT0620D8 HT0620D9 HT0620D 10 HT0620D 11 HT0620D 12 HT0620M6 HT0620M7 Brand Freightliner Freightliner Freightliner Freightliner Freightliner Freightliner Freightliner Freightliner Freightliner Freightliner Freightliner Freightliner Western Star Western Star Model Description 108SD, Conventional Cab, SBFA, SRA 108SD, Conventional Cab, SBFA, TRA ll4SD, Conventional Cab, SFFA, TRA 122SD, Conventional Cab, SFFA, TRA M2-106, Conventional Cab, SBFA, SRA M2-106, Conventional Cab, SBFA, TRA M2-ll2, Conventional Cab, SBFA, TRA EconicSD, COE, Low Cab Forward, High Roof, TRA EconicSD, COE, Low Cab Forward, Low Roof, TRA Cascadia CAll6-DC, Conventional Cab Tractor, SBFA, TRA MT45 Stripped Chassis MT55 Stripped Chassis 5700DC, Conventional Cab, SBFA, TRA 6900XD, Conventional Cab, SBFA, TRA Price $71,598 $79,817 $89,709 $98,185 $62,072 $71,3ll $85,120 $156,705 $157,460 $105,097 $55,144 $56,623 $ ll 4,606 $130,152 Page 1 of 1 Docusign Envelope ID: 891539E7-9D8A-4E67-B70E-E8584DEEEE6A H-GAC Houston-Galveston Area Council P.O. Box 22777 • 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Extension - Houston Freightliner, Inc. - Public Services - ID: 14061 EXTENSION No. 4 to CONTRACT No. HT06-20 For Medium and Heavy Trucks & Truck Bodies Between HOUSTON-GALVESTON AREA COUNCIL And Houston Freightliner, Inc. THIS AMENDMENT modifies the above referenced Contract as follows: Contract is extended through May 31 2026 Midnight CST or the effective date of the contracts resulting from the most recently awarded Request For Proposal (RFP) for Medium and Heavy Trucks & Truck Bodies, whichever occurs first. Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives. Signed for: Houston-Galveston Area Council Signed for: Houston Freightliner, Inc. PrintedName:Adam rveuse Tltle: Acct Mngr DocuSigned by: � 82EC270DSD61423... Chuck Wemple Executive Director Date: 4/16/202 5 DocuSigned by: ��C�H� /YC4fC 37DF633999D6451... Adam Neuse Account Manager Date: 4/15/2025 Revised 19Mar2024 �xnioii u- �onnict or interest �tuesuonnaire CONFLICT QF 1NTEREST QUESTIONNAIRE For �endor doing business with local governmental entity This questionnaire reflects changes made lo the 1aw by H.B. 23, 841h Leg., Regular Sessian. FORM CIQ OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176. Local Govemment Code. by a vendar who pate Recefved has a business relationship as defined by Section 176.44f{t-a) with a local governmenta� entity and the vendor meets requirements under 5ection 176 006(a} By iaw this quesUonnaire must tre tiled with 4he recards admmistrator of the Ipcal gavemmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be fkled See Section i7fiA06(a-1�, Local Governmens Code. A vendor commits an otfense iT the vendor knowingiy violates 5ection 176 006 Local Govemment Gode. An oflense under this sectian is a misdemeanor. J Name of vendor who has a business relationship with local governmenkal entily. �-� �' u ��M � �-�.�.1 � �t�� �, r� r, �� � . J ' ❑ Check this bax if you are filing an update to a pre�iously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authorily not fater than the 7th busfness day after the date on which you became aware that t3�e originally filed questionnaire was incamp�ete or inaccurate.) J Name ai lacal go�ernment officer about wMom the informatian is being disclosed. Name of Officer J Descrihe each employment or other business relationship with the local government officer, or a tamily member of the officer, as describetf by Section 176.QQ3(a)(2)(A). Also describe any famiiy refationship with the lacal government oificer. Complete subparts A and B for each employment or business relationship de5cribed. Attach additional pages to this Form CI� as necessary. A. Is the local government ofticer or a family member af the officer receiving or likely to receive laxable incame. other than investment income, from ihe vendor? � Yes � No B. Is the vendor receiving or Ifkely to receive taxable income, other than investment income, from or at the directfon of the local go�ernment officer or a tamily member of the officer AND the taxable income is not received from the local go�ernmental entity? � Yes � No J Describe each employment or business reiationshrp that the vendor named in 5ection 1 maintains with a corporatian or other business entity with respect to which ihe lacal government officer serves as an officer ar director, or holds an ownership interest of one percent or more. �� � � ❑ Check this box rf the vendor has given the local government officer or a family member of t�e oificer one or more gifits as described in Sect�on 176.003{aj(2)(B), excludmg gifts described in Section 176.0031a-1) J � . 2 � j - �- . �� Sgnat of v or doing busine�` with the governmental entity DaTe Farm provided by Texas Ethics Commission www.ethics stale tx us Revised 11112021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor daing business with local go�ernmental entity Acompiete capy of Chapler 176 of the Local Governmen# Code may be found at htip:l/www.statutes.legis.state.tx.usl Doc5/LGIhtm/LG.176.htm. For easy reference, beiow are same of the sections cited on this form. Local Gor►ernment Code § 176.p01(i-a�: "Business relationship" means a connectifln 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, staie, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transact9on conducted at a price and subject to terms available to the public; or [C) a purchase or lease af goods ar services from a persan that is chartered by a state or federal agency and that is subject to regular examinatian by, and reporting to, that agency. Local Government Code § 17fi.003(aj(2}{A) and (B): (a) A local gavernsnent officer shall file a confGcts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government ofiicer or a family member of the officer that results in the officer or family member receiving taxable income, other than invesEment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the Iocal go�ernmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the �endor; (B) has given to ti�e local government afficer or a family mernber of the officer ane or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware thaE: (i) a contract between the local governmental entity and �endor has been executed; or (ii) the local govemmental entiiy is considering entering into a contract with the vendor. Local Ga�ernment Code § 176.006{a} and (a-1 j (a) A vendor shall Eile a completed conflict of interest questionnaire if the vendor has a business relatianship with a local go�ernmental entity and: (1) has an employment or other business relationship with a local government officer of that focal governmental entity, ar a family member of the officer, describec! by Section 176.Od3(a)(2){A); (2) has gi�en a local government officer af that local go�ernmental entity, or a family member of the oificer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), exclud+ng any gift described by Sectian 176.003(a-1); or {3) has a family relationship with a local go�ernment officer of that local governmental entity. (a-1) The compieted conflict of interest questionnaire must be filed with the appropriate recards administrator not lat�r than the seventh business day after the later af: (1) the date that the �endor: (Aj begins discussions or �egotiations lo 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 busin�ss relationship with a local government officer, ar 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 {G) of a tamify relationship with a local government officer. Form pr4wded by Texas Ethics Comm�ss�on www.eth�cs state tx c,s Revised 1!!l2021 City of Fort Worth, Mayor and DATE: 06/13/23 Texas Council Communication M&C FILE NUMBER: M&C 23-0450 LOG NAME: 13P BLANKET COOPERATIVE AUTHORIZATION FLEET ACQUISITIONS ADK SUBJECT (ALL) Authorize Purchase Agreements with Multiple Vendors for the Purchase of Fleet Vehicles, Off-Road Vehicles, and Other Motorized Equipment up to the Amount of Available Funding in Capital Projects Across Multiple Funds Citywide using Multiple Cooperative Contracts and Interlocal Agreements for Three Years for the Property Management Department RECOMMENDATION: It is recommended that the City Council authorize the execution of purchase agreements with multiple vendors for the purchase of fleet vehicles, off road vehicles, and other motorized equipment up to the amount of available funding in Capital Projects Across Multiple Funds Citywide using multiple cooperative contracts and interlocal agreements for three years for the Property Management Department. DISCUSSION: The Property Management DepartmenYs Fleet Acquisitions Division is currently in the process of fulfilling a multi-year backlog of City vehicle and equipment purchases. The biggest challenge in trying to overcome this backlog is the availability of vendors, inventory, and the time it takes for the City to make purchases when vehicles are available. Currently, the City has a backlog of eight (8) years totaling more than $30 million dollars. The City currently has contracts with the following vendors using cooperative contracts: VENDOR Siddons Martin Emergency Group, LLC Siddons Martin Emergency Group, LLC JHouston Holdings, LLC Versalift Lake Country Chevrolet North Texas Trailers, LLC Silsbee Ford Associated Supply Company (ASCO) Rogue Jet Boatworks, Inc. Lenco Industries, Inc. Polaris Sales, Inc. Nationwide Trailers, LLC Crafco, Inc. ��Z�] � �:7_� � 1�/ �_[�3 �►[� 1 BuyBoard Houston-Galveston Area Council (HGAC) BuyBoard Sourcewel I The Interlocal Purchasing System (TIPS) Buyboard TIPS BuyBoard General Services Administration (GSA) HGAC Sourcewel I BuyBoard BuyBoard However, due to limited inventory and availability, additional vendors and options are needed. Fleet Acquisitions has already identified twenty-nine additional vendors that are available through cooperatives. Approval of this Mayor & Council Communication (M&C) authorizes the City to execute contracts with any vendor that is currently listed on any valid cooperative that has one or more vehicles or pieces of equipment that is a current need for the City's fleet. This authorization would also include purchases made using Interlocal Agreements with other governmental entities. Fleet Acquisitions recently partnered with the Purchasing Division in an effort to better ensure that the City is able to purchase needed items as quickly and efficiently as possible. The Fleet team meets regularly with key personnel to ensure that specifications are appropriate for the City's fleet, costs are reasonable and acceptable, and that departments are receiving items that meet their business needs. COOPERATIVE PURCHASE and INTERLOCAL AGREEMENTS - State law provides that a local government purchasing an item under a cooperative purchasing agreement or interlocal agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. AGREEMENT TERMS - Upon City Council approval of this M&C, the City will have authority to enter into one-time purchase agreements or annual agreements with available vendors for up to three years from the date of approval. At the expiration of three years from the date of approval, the City will seek additional authorization for any necessary contracts at that time. BUSINESS EQUITY - an M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or other public entity. FUNDING - Currently, there is $42,593,019.00 in the City's budget in capital projects across multiple funds citywide for the purpose of funding fleet acquisitions. Prior to each purchase agreement or contract being executed, staff will confirm that funding is available for that purchase and is appropriated for that purpose. All existing contracts shall be amended or terminated to release encumbered funds to ensure that the City is able to make purchases with the vendors that have needed items available for purchase on a rolling basis. No guarantee has been or will be made to any vendor regarding minimum purchases. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budgets, as previously appropriated, in the Vehicle and Equip Replacement Fund, W&S Capital Projects Fund, Stormwater Capital Projects Fund, Municipal Airport Capital Proj Fund, Solid Waste Capital Projects Fund, CCPD Capital Projects Fund, ITS Capital Fund, Fleet Capital Projects Fund, Environmental Prot Cap Proj Fund, Tax Note 2019 Fund and Tax Note 2020 Fund to support the approval of the above recommendation for the purchase of vehicles and equipment. Prior to any expenditures being incurred, the Property Management Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Reginald Zeno 8517 Dana Burghdoff 8018 Oriainatina Business Unit Head: Reginald Zeno 8517 Steve Cooke 5134 Additional Information Contact: Jo Ann Gunn 8525 Ashley Kadva 2047 F�RT��RTHo City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name Houston Freightliner, Inc. Subject of the Agreement: Provide medium and heavy duty trucks and truck bodies for City Fleet. M&C Approved by the Council? * Yes ❑✓ No ❑ If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 0 If �unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: May 31, 2026 If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑✓ No ❑✓ *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. n/a *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.