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HomeMy WebLinkAbout064590 - General - Contract - Renda Environmental, Inc.City Secretary Contract No. ��� ����� VENDOR SERVICES AGREEMENT 64590 This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and RENDA ENVIRONMENTAL, INC. ("Vendor" or "Contractor"), each individually referred to as a"party" and collectively referred to as the "parties." 1. Scone of Services. Vendor will provide City with biosolids transportation and disposal on an as-neededbasis ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. Any modification or expansion of the Scope of Services shall be effective only if set forth in a written amendment to Exhibit A executed by both City and Vendor.. 2. Term. The initial term of this Agreement is for one year, beginning on the date that this Agreement is executed by the City's Assistant City Manager (`Bffective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, , for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement is the amount up to Five Million Four Hundred Thousand Dollars ($5,400,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendar not specified by this Agreement unless City first approves such expenses in writing. City agrees to reimburse Vendor for reasonable out- of-pocket expenses incurred by Vendor in the performance of the Services, provided that such expenses are pre-approved in writing by City. 4. Termination. 4.1 Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-annronriation of Funds. In the event no funds or insufiicient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence at least 30 days prior to the anticipated termination date and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. C�]��[�1,1�:�x�%]:a�7 C«] � i'�'� xy:� � �_l:�'1 FT. WORTH, TX City Secretary Contract No. 4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination including, but not limited to, all reasonable costs incurred by Vendor in winding down its activities under this Agreement, and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons obj ecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attomey General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a commerciallyreasonable secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, make reasonable efforts to assist with City in identifying what information has been accessed by unauthorized means and will cooperate with City to protect such City Information from further unauthorized disclosure, to the extent reasonably practicable. 6. Right to Audit. Vendor agrees that City will, 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 books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement, such documents will be delivered to the City in electronic format. .. City will give Vendor reasonable advance notice of intended audits but no less than thirty (30) days' prior written notice. The City shall be responsible for all reasonable and necessary costs and expenses incurred in connection with any such audits. City Secretary Contract No. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its offcers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its ofiicers, agents, servants, employees, contractors, or contractors. 8. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR WILL 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAIISED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modi�es or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this City Secretary Contract No. Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software andlor documentation with equally suitable, compatible, and functionally equivalent non-infringing software andlor documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 8.4 Limitation of Liability. In no event shall Vendor be liable to the City for any indirect, incidental, consequential, special or punitive damages, even if advised of the possibility of such damages. Vendor's total liability under this Agreement shall not exceed the total compensation paid to Vendor under this Agreement. 9. Assignment and Subcontractin�. 9.1 Assi�nment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendar under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Covera�e and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate City Secretary Contract No. (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Warkers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. (e) Pollution Liability: $5,000,000 - Each occurrence 10.2 General Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, ofiicers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City Secretary Contract No. Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (fj Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any wark it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City Secretary Contract No. To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 To VENDOR: Renda Environmental, Inc. Corey Wells, CFO 522 Benson Lane Roanoke, TX 76262 Facsimile: With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City ar Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governin� Law / Venue. This Agreement will 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 will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or City Secretary Contract No. hinders the Party's performance, as soon as reasonably possible after the occurrence of the Farce Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other pariy, without further obligations or liability except for the payment of Services and other costs rendered prior to the effective date of termination as set forth in this Agreement. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are far reference purposes only, will not be deemed a part of this Agreement, and are not intended to de�ne or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modi�cation, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterqarts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warrantv of Services. Vendor warrants that its services will conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. This warranty is in lieu of other warranties, express or implied, including warranties of inerchantability and fimess for a particular purpose. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationalitv Act. Vendor 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 City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownershiq of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Wark Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary City Secretary Contract No. rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. Notwithstanding the foregoing, Vendor shall retain ownership of any proprietary methodologies, software, tools or other intellectual property developed independently of the services provided under this Agreement. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each pariy is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Comqanv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 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 Section 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. 30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (] ) 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, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries. Vendor City Secretary Contract No. acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or frearm 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 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. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entiretv of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: C1�' \ /� Name:��� c ern Title: Assistant City Manager O1/21/2026 Date: APPROVAL RECOMMENDED: By' � .G�:. i7� Nari10:���1,�r �@� zi, zoz6 io:ois csr) Title: Water Director A 1 1 E �.7 1: onnn 'o�4FORr � ��� �'�y°ao asa o d o°�o ��'.�d pVo a=o °da� ° o°,�' q aa �T o0 56q By: A � °n4EaA4d Name: nnette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Q E'�..,,. Name:Sl����r�l��� 21, 2026 09:52:30 CST) Title: Sr. Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: Name:D��s�l�� (Jan 21, 2026 13:36:01 CST) Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-1036 Form 1295: 2025-1379617 VENDOR: Renda Environmental, Inc. By. � _ - � .� - Name: Ben Davis Title: President C�7��[y1,1�:�X�%]:a�7 C«] � i'�'i Xy:� � ��1:�'1 FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES See next page. 1.0 GENERAL PROVISIONS 1.1. This agreement applies to biosolids/residuals produced by the City of Fort Worth starting on the effective date of this agreement. This will consist of dried materials from the rotary drum dryer as well as dewatered materials from onsite centrifuges and belt presses. 1.2. This agreement does not apply to materials produced from onsite pond dredging operations, nor does it apply to belt pressed or centrifuged materials that were stockpiled onsite at the Biosolids Facility prior to the Effective Date. 1.3. The Vendor shallload, handle and transport the biosolids/residuals processed by the City and dispose of these materials into a TCEQ permitted solid waste landfill. These activities shall be performed in accordance with the provisions detailed below. 1.4. Vendor shall provide all personnel, vehicles and equipment necessary to fulfill the requirements detailed in this agreement. 1.5. Vendor shall bear all costs associated with operating and maintaining their vehicles and equipment (e.g., fuel, repairs, licenses, permits, fines, losses, etc.). Vendor shall have replacement vehicles and equipment mobilized within 2 business days after loss of service. 1.6. Vehicles, equipment and trailers may be parked/staged at the Biosolids Facility provided they do not interfere with facility access or operations. 1.7. Any damage to City property caused by the Vendor will be repaired promptly at the Vendor's sole expense and to the satisfaction of the City. 2.0 ONSITE STAFFING 2.1. Vendor shall provide an On-site Supervisor dedicated exclusively for this project as well as any other personnel as necessary. The On-Site Supervisor shall coordinate biosolids handling, loading, transportation and disposal activities between the City, Vendor, and landfills. 2.2. On-Site Supervisor shall be responsible for inspecting loads prior to hauling offsite to ensure loads are secured and covered, and that all quality and regulatory provisions are met. 3.0 TRANSPORTATION ACTIVITIES 3.1. Vendor shall perform transportation activities Monday to Friday, between the hours of S:OOam and S:OOpm, and on Saturdays from S:OOam to 12:OOpm noon. This schedule may be modified upon written concurrence from the City. 3.2. Trailers for transportation of biosolids/residuals shall be sized at 25 yard or greater capacity. 3.3. All trailers must be covered when transporting biosolids off-site. Trailers shall be equipped in such a manner to prevent any spillage, leakage, splashing, blowing, or any other accidental loss or discharge of the biosolids. 3.4. If materials are tracked, leaked or spilled onto public roadways or at the Biosolids Facility the Vendor will be responsible for promptly cleaning and removing the debris (liquids or solids) at no additional cost to the City. Vendor will take all necessary steps to ensure its operations due not cause traffic problems on public roadways. Vendor will be responsible for coordinating with Local or State of�cials on spill response activities as necessary. 3.5. The City will be promptly notified of any spill on public roadways. 3.6. Vendor shall submit a Spill Response Plan to City upon within ten (10) business days of the effective date. At a minimum the spill response plan shall include detailed information on the following: 3.6.1. Preparedness, including Employee training Pre-trip inspection measures Any needed spill prevention or response equipment 3.6.2. Spill response procedures, including Traffic control measures (as needed and appropriate) Containment and cleanup procedures Notification procedures (internal & external) 3.6.3. Within five (5) business days after a spill on a public roadway, submit a written report to the City with details on the spill and the subsequent response activities, including the date, time, location, and quantity of material spilled, a description of cleanup activities performed, any coordination with State or Local officials, and the time & date when all cleanup activities were completed. 3.6.4. The Vendor will review and update the Spill Response Plan as needed and appropriate to ensure effective spill response procedures. 3.7. Transportation of biosolids must be performed in compliance with all Federal, State, and Local rules and requirements, including but not limited to State and Federal Department of Transportation regulations, the federal Clean Water Act, Texas Water Code Chapter 26, the provisions of Title 30, Chapter 312 of the Texas Administrative Code (Chapter 312) and Title 40, Chapter 503 of the Code of Federal Regulations (Chapter 503), and the terms and conditions of the TPDES Permit, all as amended and modified from time-to-time. All vehicles shall be operated in a safe manner and according to Applicable Law. 3.8. On a daily basis, the Vendor's On-site Supervisor shall communicate with area landfills to determine whether or not they are willing to accept loads of dried, centrifuged andlar belt pressed materials, and if so how many each day. City will have final approval on which landfills will be utilized for material disposal. 3.9. The On-Site Supervisor shall provide written documentation, in a format approved by the City, on the proposed shipment schedules to each landfill. This documentation will be submitted to the City no later than 2:00 pm on the day proceeding the proposed shipments (unless otherwise approved in writing by the City). At a minimum this documentation will include the following: 3.9.1. Estimated number of loads of each type of material (dried, centrifuge, belt pressed) projected to be sent to each landfill; 3.9.2. Estimated wet tonnage per load for each type of material; 3.9.3. Estimated total wet tonnage of all loads projected to be sent to each landfill for each type of material 3.9.4. The contractually established haul rate for each landfill, broken down by the type of material; 3.9.5. Applicable landfill tipping fee rates for each landfill and for each type of material. The tipping fee rates are to include all applicable fees and charges. 3.9.6. Per landfill, the total estimated charges for transportation and landfilling activities for each type of material. 3.9.7. On-Site Supervisor shall promptly notify the City of any significant changes to the proposed schedule due to unforeseen events such as changes in landfill availability, inclement weather, etc. 3.10. For dried materials, transportation equipment and personnel shall be provided in sufficient quantities to ensure the daily production of such materials are transported to a TCEQ permitted municipal solid waste landfill the same day. If transpartation activities are impacted due to adverse weather events, landfill limitations or similar events, the Vendor shall mobilize adequate resources to remove any stockpiled dried material from storage silos as promptly as feasible. 3.1 L When the dryer is offline for extended periods of time the City may produce an average of 300 to 500 wet tons of centrifuge or belt pressed materials per day. During such timeframes the vendor will provide transportation equipment and personnel in sufficient quantities to maximize the amount of material that can be transported to area landfills each day, pending landfill availability and with City approval. Vendor shall endeavor to remove any stockpiled centrifuged ar belt presses material from the site as promptly as feasible. 4.0 MATERIALS HANDLING 4.1. Dried Materials: Dried materials are routed to the City's two on-site silos, where the materials are then offloaded into Vendor provided trailers. These trailers must be capable of being safely and effectively loaded underneath the two on-site storage silos. Vendor shall transport dried biosolids offsite for daily disposal as landfill operation allows, in order to minimize the storage of dried material in the silos. 4.1.1. Vendor's On-site Supervisor shall coordinate with City staff for the loading of dried materials into the trailers via the silo chutes. Vendor shall be responsible for moving any trailers associated with the dried materials loading process. 4.1.2. If City observes "hot spots" developing within the silos, the dried materials stared in the silos must be quickly emptied into Vendar provided trailers. Vendor shall be on-ca117 days per week and available 24 hours per day to provide trailer(s) for offloading activities within 2-hours of notification. 4.1.3. When emptying silos due to hot spots, the Vendor shall be responsible for moving all trailers and coordinating with City staf£ During such events, the dried materials will not be immediately transported to a landfill. Rather the Vendor shall relocate and offload the dried materials to an outside storage pad located at the Biosolids Facility (City will designate location). This material will be stored until such time as it cools down and is acceptable for transportation and disposal at approved landfills. 4.1.4. Vendor is responsible for loading dried materials that are stored outside on storage pads onto trailers and hauling them off for disposal. This includes materials removed from silos due to hot spots (see above), as well as other dried material hauled to pad (typically associated with dryer facility maintenance activities). Vendor shall provide a front-end loader and will be responsible for loading these materials onto their trucks. Front end loaders shall be paid far at a weekly rental rate as described in Exhibit B. 4.2. Centrifu�e and Belt Pressed Cake: When the rotary drum dryer is offline the City may produce biosolids using the centrifuge or belt press operations that are located at the Biosolids Facility. During these timeframes the City may produce an average of 300 to 500 wet tons of centrifuge or belt pressed materials per day. 4.2.1. Vendor shall coordinate with the City on the loading of the bidder's trailers via the Centrifuge Discharge Station. When the Centrifuge Discharge Station is being utilized, loading activities into trailers are expected to occur 24 hours a day. Vendor is responsible for moving and handling any of its trailers associated with Centrifuge Discharge Station operations. 4.2.2. Vendor shall coordinate with City staff on the loading of belt pressed materials. Vendor shall be responsible for moving any trailers associated with belt press operations. 4.2.2. L When belt presses are being utilized the material handling and loading activities may occur 24 hours a day. Vendor will be responsible for the handling of belt pressed materials as well as loading into its trailers using the Vendor's front-end loader. Front- end loaders shall be paid for at a weekly rental rate as described in Exhibit B. 4.2.3. When production of centrifuge or belt pressed "cake" exceed landfill acceptance rates, the Vendor is responsible for the handling, transportation and offloading of these materials to onsite storage pads at the Biosolids Facility (as directed by the City). 4.2.4. For any centrifuged or belt pressed material that has been moved to storage pads at the Biosolids Facility, the Vendor is responsible for loading these materials onto trucks and hauling them off for disposal at a TCEQ permitted landfill (with City approval). Front-end loaders shall be paid for at a weekly rental rate as described in Exhibit B. 4.2.5. For onsite handling/loading activities, the Vendar shall be on-ca117 days per week and available 24 hours per day to respond. Response shall be provided within 2 hours of notification. 4.3. The City will provide updates to the Vendar on biosolids/residuals production activities, specifically whether or not the City will be producing dried, centrifuged ar belt pressed materials. These updates will include an estimate of the quantities of materials to be produced, as well as estimated timeframes for each product. 4.4. For loading and transportation activities, the Vendor may utilize the onsite truck scales at the Biosolids Facility. The Vendor will be responsible for scale calibration and repair activities as needed. The truck scales are to be returned to the City in proper working order upon expiration or termination of this agreement. 5.0 LANDFILLS 5.1. All biosolids/residuals, whether they be dried materials or cake produced from centrifuges or belt presses, are to be transported to a TCEQ permitted solid waste landfill for disposal. 5.2. Vendor is responsible for negotiating landfill tipping fee agreements with the landfills listed above. 5.3. Landfill tipping fees will be reimbursed by the City. 5.4. The following landfills are authorized for biosolids/residual disposal: • Arlington Landfill • Camelot Landfill • Itasca Landfill • Skyline Landfill • Southeast Landfill • Turkey Creek Landfill 5.5. The Vendor may submit a written proposal for utilizing an alternate landfill for biosolids/residuals disposal. Any such proposal should include the landfill's TCEQ Permit ID #, address, distance from the Biosolids Facility, estimated round trip travel time, total hauling cost (per ton),and applicable landfill tipping fee rate (per ton, including all charges and fees). The City will review the proposal, and if in agreement, will incorporate into this contract as an approved landfill. 5.6. On a daily basis, the Vendor's On-site Supervisor shall communicate with area landfills to determine whether or not they are willing to accept loads of centrifuged and belt pressed materials, and if so, how many of each. The On-Site Supervisor shall then coardinate with City on proposed shipments to the landfills. City will have final approval on which landfills will be utilized for material disposal. Additional landfill hauling and disposal requirements can be found in Section 3 of this Appendix. 6.0 1NVOICING 6. L For billing purposes, measurement of the wet tonnage transported to the landfills will be determined by the weigh-in and weigh-out readings from the certified truck scales located at each landfill. 6.2. The Vendor shall provide the invoicing for services performed no later than 15 days after the end of each monthly billing period. This report will be submitted to the City in an approved electronic format and contain all information deemed necessary by the City. At a minimum the monthly invoices will include the following: 6.2.1. Itemized spreadsheet for each landfill (Load Report) summarizing the wet tonnage of each load that was disposed into the landfill during the billing period. This spreadsheet will track the different types of materials that were hauled to each landfill during the month (dried materials, centrifuged materials, belt pressed materials), and will totalize the wet tonnage of each material hauled to each landfill during the month. 6.2.2. Copies of landfill tipping fee invoices for the billing period. 6.2.3. Costs associated with performing the activities required by this contract, including transportation costs and tipping fees for each landfill. The invoice shall itemize the costs for each type of material that was transported and disposed into each landfill. 6.2.4. Summarize total cost for the month, as well as tracking ongoing costs starting from the Effective Date of the agreement. 6.2.5. Invoice is to be signed and dated by the Vendor's On-Site Supervisor or a senior manager. Each invoice will include a unique invoice number. 6.2.6. Any deficiencies associated with a monthly invoice will be promptly addressed by the Vendor. 6.2.7. Invoice is to include a line item where a City official can sign and date the invoice for approval. 6.2.8. Notwithstanding anything contained herein to the contrary, the parties agree to the following prepaid tipping fee payment structure: 6.2.8.1 On a monthly basis, the City and the Contractor shall mutually agree on estimated landfill tipping fee rates for each landfill utilized during the monthly billing period. These estimated tipping fee rates, along with the wet tonnages hauled to each landfill, will be used by the Contractor to calculate landfill tipping fee costs to be invoiced to the City during the monthly billing period. 6.2.8.2 On a quarterly basis, and after receiving all applicable invoicing from landfills, the Contractor shall reconcile the monthly prepaid tipping fee costs that have already been invoiced to the City versus the tipping fee invoices received from the landfills. Any overpayment shall be credited back to the City on the next monthly invoice, and any underpayment shall be invoiced to the City either through the next monthly pay estimate or through a separate invoice. 6.2.8.3 Tipping fees shall be strictly pass-through costs with no markup by Contractor. 6.2.9 7.0 ANNUAL PRICE ADJUSTMENT 7.1. Not to include landfill tipping fees, unit price adjustments will be performed annually at the time of contract renewal. 7.2. Unit price adjustments shall account for fluctuations in the Consumer Price Index for All Urban Consumers (CPI-U; Dallas-Fort Worth-Arlington Area, All Items; Not Seasonally Adjusted) published by the U.S. Department of Labor, Bureau of Labor Statistics. The rate adjustment shall be calculated using the following equations: ABF = BF*(1 + CPIC) ABF = Adjusted Base Fee (new unit rate) BF = Base Fee (current unit rate) CPIC = Consumer Price Index Change (see below) CPIC shall be calculated as the 12 month change in the values of the Consumer Price Index (CPI) according to the following equation: CPIC =(CPICurrentYear — CPI Previous Year) / CPI Previous Year CPICurrentYear = CPI index value for the month of November of the current year CPI Previous Year = CPI index value for the month of December of the previous year Notwithstanding the foregoing, in no event shall any unit price be reduced as a result of a decrease in the CPL If the CPIC calculation yields a negative value or zero, the unit prices shall remain unchanged from the prior contract year. Adjustments to the unit prices will only be made in units of hundredths of a dollar; fractions of a cent will not be considered in making adjustments. 8.0 RECORD KEEPING & REPORTING REQUIREMENTS 8.1. Vendor shall provide printed five-part trip tickets to ensure compliance with the record keeping requirements of 30 TAC Chapter 312 Subchapter G and the applicable portions of City permit(s). All forms will have the appropriate signatures and permit and/or registration numbers for the generator, transporter and disposal site. Trip tickets will be distributed and maintained in accordance with the above-stated regulations. 8.2. Vendor shall provide any needed information associated with its contractual obligations for the purposes of regulatory reporting and record keeping. 9.0 ONSITE FIELD OFFICE 9.1. Vendor shall provide, install, and maintain the Field Office as specified below, including all specified furnishings, equipment for the duration of the contract. Field Office shall be ready for use within 45 days following execution of Agreement. 9.2. City shall provide and pay for utility connections and services as required to support the Field Office, including sanitary sewer, potable water, power (electricity) and communication (internet) services. 9.3. If the provided Field Office(s) are used or reconditioned, the City will have sole autharity to determine their acceptability and shall coardinate on final Field Office location. 9.4. The City shall approve the final location and floor-plan layout prior to delivery of the Field Office to the jobsite. The Field Office shall be a trailer type mobile structure. 9.5. Vendor shall maintain the Field Office and appurtenances in good repair and appearance as accepted by the City. 9.6. Vendor is responsible for obtaining all required permits for the Field Office 9.7. Materials, installation, maintenance, and removal of Field Office shall comply with all applicable specifications and regulatory requirements and shall be paid for by the Vendor. 9.8. Vendor shall remove Field Office from Site within 14 days of completion of contract. City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE See next page. Responses Success: All data is valid! Transportation of Biosolids Success: All values providea #i-� Transportation of Biosolids to Arlington Landfill Tons Success: All values provided #�-2 Transportation of Biosolids to Southeast Landfill rons Success: All values provided #�3 Transportation of Biosolids to Turkey Creek Tons Landfill Success: All values provided #1-4 Transportation of Biosolids to Skyline Landfill Tons Success: All values provided #�-5 Transportation of Biosolids to Itasca Landfill Tons Success: All values provided #1-6 Transportation of Biosolids to Camelot Landfill Tons Numeric 20000 $ 7.70 $ isa,000.00 4000 S 39.00 $ 156,000.00 9000 9000 9000 9000 $ 28.75 $ 258,7W.00 $ 22.67 $ 204,030.00 $ 27.00 $ 243,000.00 5 22.00 $ 198,000.00 $ 1,213,780.00 Staffing and Resources Success: All values provided #2-1 On-Slte SUpervlSo� (RegUlaf Tlme) Hour 2080 $ 100.00 $ 208,000.00 Success: All values provided #2-2 On-Site Supervisor (Over Time) Hour 400 $ 150.00 $ 60,000.00 Success: All values provided #23 Fleld OfflCe Each 1 $ 77,000.00 $ 77,000.00 Success: All values provided #2-4 On-Site equipment for moving/staging trailers Week 52 $ 7,000.00 $ 364,000.00 Success: All values provided #2-5 F�ont-End Loadef Week 52 $ 3,500.00 $ 182,000.00 $ 891,000.00 $ 2,104,780.00 City of Fort Worth, Texas Mayor and Council Communication DATE: 11/11/25 M&C FILE NUMBER: M&C 25-1036 LOG NAME: 6025-0259 BIOSOLIDS TRANSPORTATION AND DISPOSAL SNB WATER SUBJECT (ALL) Authorize Execution of an Agreement with Renda Environmental, Inc., for Biosolids Transportation and Disposal for the Water Department in an Annual Amount Up to $5,400,000.00 and Authorize Four One-Year Renewal Options RECOMMENDATION: It is recommended that the City Council authorize execution of an Agreement with Renda Environmental, Inc., for biosolids transportation and disposal for the Water Department in an annual amount up to $5,400,000.00 and authorize four one-year renewal options in the same amount. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize an agreement with Renda Environmental, Inc., for biosolids transportation and disposal in an annual amount up to $5,400,000.00 and up to four renewals. The Water Department will use this agreement to remove biosolids from the Biosolids Facility. This contract replaces the emergency contract (CSC 63050, as amended) issued in April, 2025 as a result of the contract termination action with Synagro. On September 30, 2025, Request for Proposal (RFP) Number 25-0259, pursuant to a waiver from publicly advertised procurements based on the health and safety exemption of Local Government Code Ch. 252, was posted on the city's Bonfire procurement website and known vendors with appropriate state certification were notified of the opportunity to submit proposals. The RFP consisted of detailed specifications describing the required responsibilities and requirements to provide these services for the City of Fort Worth. The City received three (3) responses on October 16, 2025. Black Fox Services, LLC was deemed non-responsive. An evaluation panel consisting of representatives from the Water Department and FW Lab reviewed and scored the remaining submittals using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below. Best Value Criteria �Proposer ��Evaluation Factors��Total ��Rank� � ��A ��B ��C �� �� � �Renda Environmental, Inc. II9•4 II13.5 II75 II9�•9 ��� � �Denali Water Solution, LLC II4•8 II8•1 ��52.33 ��65.23II2 � A. Qualifications and Experience B. Approach to Perform Services C. Cost of Services After evaluation, the panel concluded that Renda Environmental, Inc., provided the best value to the City. No guarantee was made that a specific amount of services would be employed. Staff certifies that the recommended contractor meets all required specifications. The annual amount under this agreement is budgeted to be $5,400,000.00. However, the actual amount used will be based on the needs of the departments and the available budget. Funding is budgeted in the General Operating & Maintenance category in the Water & Sewer Fund for the Water Department. SMALL BUSINESS GOAL - A small business goal was not required as this procurement is exempt from public advertisement and it is a regulatory restricted opportunity only available for pre-certified proposers. AGREEMENT TERMS: The initial term of the Agreement shall begin upon execution and shall end one year from that date. RENEWAL OPTIONS: The Agreement may be renewed at the City's option for four, one-year terms. This action does not require City Council approval, provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Jesica McEachern 5804 Oriqinatinq Business Unit Head: Chris Harder 5020 Additional Information Contact: Chris Harder 5020 F�RT��RTHo City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Renda Environmental, Inc. SUbJeCt Of tlle AgPee111erit: Vendor wiU provide City with biosolids transportation and disposal on an as-needed basis. M&C Approved by the Council? * Yes 0 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 0 No ❑ 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: Date signed by ACM Expiration Date: One year after effective date 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. *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. 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