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HomeMy WebLinkAbout065009 - General - Contract - Restoration Grazing, LLCCSC No. 65009 A NON-EXCLUSIVE GRAZING AND GROUNDS MAINTENANCE SERVICES AGREEMENT BETWEEN THE CITY OF FORT WO TH AND RESTORATION GRAZING, LLC THIS NON-EXCLUSIVE GRAZING AND GROUNDS MAINTENANCE SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WO TH ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and RESTORATION GRAZING, LLC ("Contractor), a Kansas limited liability company, acting by and through its duly authorized representative. WHEREAS, the City, through its Park & Recreation Department ("Park Department"), contracts for Grazing and grounds maintenance services within the City; WHEREAS, through RFQ No. 26-0121 ("Bid"), the City solicited bids to award non- exclusive agreements to multiple bidders for Grazing and grounds maintenance services on an as - needed basis with an aggregate amount of $100,000.00 for all contracts awarded to the successful bidders; WHEREAS, Contractor was one of the successful bidders awarded a contract to provide non-exclusive Grazing and grounds maintenance services to the City; WHEREAS, the City and Contractor wish to set out terms of Contractor's non-exclusive Grazing and grounds maintenance services; NO THEREFORE, in consideration of the covenants and agreements contained in this Agreement, the City and Contractor hereby agree as follows: SECTION I CONTRACT DOCUMENTS The contract documents include the following: 1. This Non -Exclusive Grazing and Grounds Maintenance Services Agreement 2. Exhibit A — Contract Specifications 3. Exhibit B — Price Schedule 4. Exhibit C — Insurance Requirements All Exhibits attached hereto are incorporated herein and are made a part of this Agreement for all purposes. In the event of any conflict between the Exhibits and the terms and conditions of this Agreement, this Agreement controls. SECTION 2 OFFICIAL RECORD SCOPE OF WO K CITY SECRETARY FT. WORTH, TX Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 1 of 22 2.1 Contractor shall provide environmentally friendly sustainable vegetation and weed control services using goat grazing on designated City -owned properties (each a "Project Area" and, collectively, "Project Areas") in accordance with this Agreement, including all exhibits and attachments. 2.2 Contractor understands and agrees that the City will award non-exclusive purchase agreements to multiple bidders for Grazing and grounds maintenance services as outlined in the Bid, which is on file with the City's Purchasing Department. Contractor further understands that the aggregate not to exceed amount of all contracts awarded to multiple contractors under the Bid will be in the amount of One Hundred Thousand Dollars and Zero Cents ($100,000.00), and the City makes no promise or guarantee of the total amount of work that will be assigned to Contractor under this Agreement. 2.3 The City will issue a written work order, also known as a "service request", establishing the locations and schedule, to the Contractor for each Project Area to be completed by Contractor ("Work Order"). Contractor must perform the Services in accordance with each Work Order issued by the City. The City may issue an amended Work Order to address any changes in the work to be performed after a Work Order has been issued. Except as otherwise specified in this Agreement, the fee invoiced by the Contractor will be based upon the prices submitted by Contractor in Contractor's Response. SECTION 3 TERM OF AGREEMENT 3.1 Term. The term of this Agreement is effective beginning on March 18, 2026 and expires at 11:59 p.m. on March 17, 2027 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. This Agreement may be renewed for five additional one- year periods upon written agreement of the City and Contractor (each a "Renewal Term"). SECTION 4 INVOICES AND PAYMENT 4.1 The City will pay Contractor the fees established in the Price Schedule in accordance with the provisions of this Agreement. Contractor will not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional services. The City will not be liable for any additional expenses of Contractor not specified by this Agreement. 4.2 Contractor must submit typewritten or computer printed invoices to the City that includes the Contractor's name, address and telephone number, and identify the service location, the agreed price for the Project Areas, and the City's issued purchase order number. Contractor must submit all invoices to the City within two (2) weeks of completing the Services. 4.3 Contractor must submit all physical invoices to: City of Fort Worth Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 2 of 22 Park & Recreation Department Attention: Contract Grazing 100 Fort Worth Trail Fort Worth, TX 76102 Electronic invoices may be sent to the following email addresses: CFWGrazinggFortWorthTexas.gov & SupplierInvoices(a,FortWorthTexas.gov 4.4 The City may complete a visual inspection of the Services to verify that they were completed in accordance with this Agreement. City agrees to pay all invoices for accepted work within thirty (30) day of receiving the invoice. The City will only pay for work that is completed in accordance with the terms and specification contained in this Agreement. Contractor will not be paid for any Incomplete Work or for failure to complete a location within the Cycle dates for each Grazing Cycle. The City will notify Contractor of any error in an invoice no later than the 215t day after the date the City receives the invoice. SECTION 5 LIABILITY AND INDEMNIFICATION 5.1 CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONTRACTOR, OR ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES, PATRONS, GUESTS, INVITEES, OR PROGRAM PARTICIPANTS. CONTRACTOR HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE AND LOSS AND PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE SERVICES PERFORMED BY CONTRACTOR UNDER THIS AGREEMENT. 5.2 INDEMNIFICATION — CONTRACTOR, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS EMPLOYEES, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE SERVICES PERFORMED UNDER THIS AGREEMENT BY CONTRACTOR OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 3 of 22 OR IN PART BY ANY ACT OR OMISSION ON THE PART OF CONTRACTOR OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS; OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF CONTRACTOR UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"). 5.3 If any action or proceeding is brought by or against the City in connection with any such liability or claim, Contractor, on notice from City, must defend such action or proceeding at Contractor's expense, by or through attorneys reasonably satisfactory to City. 5.4 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligations under this Section, such legal limitations are made a part of the indemnification obligation and will operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation will continue in full force and effect. 5.5 Contractor agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death, or damages related to Services performed under this Agreement. Contractor agrees to make its officers, representatives, agents, and employees available to City, at all reasonable times, for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. SECTION 6 INSURANCE REQUIREMENTS 6.1 Contractor must abide by the insurance requirements set forth in Exhibit C. SECTION 7 AUDIT 7.1 Contractor agrees that the City will, until the expiration of three (3) years after the termination or expiration of this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Contractor involving transactions relating to this Agreement. Contractor agrees that the City will have access during normal working hours to all necessary Contractor facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give Contractor reasonable advance notice of intended audits. 7.2 Contractor further agrees to include in any contractor and subcontractor agreements hereunder a provision to the effect that the contractor and subcontractors agree that the City will, until the expiration of three (3) years after the expiration or termination of the contract or subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such contractor or subcontractor involving transactions of the contract or subcontract, and further that City will have access during normal working hours to all contractor and subcontractor facilities and will be provided adequate and appropriate work space Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 4 of 22 in order to conduct audits in compliance with the provisions of this paragraph. City will give the contractor and subcontractor reasonable advance notice of intended audits. SECTION 8 TERMINATION 8.1 Termination for Convenience. This Agreement may be terminated without cause by the City upon delivery of written notice to Contractor. This Agreement may be terminated without cause by the Contractor thirty (30) days after delivery to the City of written notice of such intent to terminate. 8.2 Termination for Cause. Unless stated elsewhere in this Agreement, Contractor will be in default under this Agreement if Contractor breaches any term or condition of this Agreement and such breach remains uncured after ten (10) calendar days following receipt of written notice from the City referencing this Agreement. 8.3 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate the portion of the Agreement regarding such obligations to be effective on the later of (i) ninety (90) calendar days following delivery by the City to Agreement of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 8.4 Other Remedies. Any termination of this Agreement as provided in this Agreement will not relieve Contractor from paying any sum or sums due and payable to City under this Agreement that remains unpaid and due at the time of termination, or any claim for damages then or previously accruing against Contractor under this Agreement. Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Contractor for any default under the Agreement. All City's rights, options, and remedies under this Agreement will be construed to be cumulative, and not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Agreement. No such termination will relieve City from any obligation it may have to Contractor hereunder and City may pursue any and all rights and remedies or relief provided by law, whether or not stated in this Agreement. SECTION 9 LICENSES AND PERMITS 9.1 Contractor must, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. SECTION 10 NOTICES Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 5 of 22 10.1 All notices required or permitted under this Agreement may be given to a parry personally or by mail, addressed to such parry at the address stated below or to such other address as one parry may from time to time notify the other in writing. Any notice so given will be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: CONTRACTOR: City of Fort Worth Restoration Grazing, LLC Park & Recreation Director 11485 SE Main St. 100 Fort Worth Trail Beaumont, KS 67012 Fort Worth, Texas 76102 With copies to: City Attorney's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered to the other parry hereto. SECTION 11 NONDISCRIMINATION 11.1 Contractor will not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Contractor represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and will comply with all applicable laws and regulations in any employment decisions. SECTION 12 VENUE AND CHOICE OF LAW 12.1 Contractor and City agree that 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, arises on the basis of any provision of 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. SECTION 13 THIRD -PARTY RIGHTS AND ASSIGNMENTS 13.1 The provisions and conditions of this Agreement are solely for the benefit of the City and Contractor, and any lawful assign or successor of Contractor, and are not intended to create any rights, contractual or otherwise, to any other person or entity. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 6 of 22 13.2 Contractor agrees that it will not subcontract or assign all or any part of its rights, privileges or duties hereunder without the prior written consent of the City, and any attempted subcontract or assignment of same without such prior consent of the City will be void. SECTION 14 BINDING COVENANTS 14.1 Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors, representatives and permitted assigns, if any. SECTION 15 INDEPENDENT CONTRACTOR 15.1 It is expressly understood and agreed that Contractor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor 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 employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Contractor acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers, representatives, agents, servants and employees, and Contractor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Contractor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City will in no way be considered a Co -employer or a Joint employer of Contractor or any employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor will be entitled to any employment benefits from the City. Contractor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. SECTION 16 AMENDMENTS, CAPTIONS, AND INTERPRETATION 16.1 Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon execution of a written amendment to this Agreement executed by the Assistant City Manager and Contractor and filed with the City Secretary's Office. 16.2 Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 7 of 22 16.3 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. SECTION 17 GOVERNMENTAL POWERS AND IMMUNITIES 17.1 It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. SECTION 18 AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 18.1 By executing this Agreement, Contractor's agent affirms that he or she is authorized by Contractor or its general partner to execute this Agreement and that all representations made herein with regard to Contractor's identity, address, and legal status are true and correct. 18.2 This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 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. SECTION 19 SEVERABILITY AND NO WAIVER 19.1 It is agreed that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision will in no way affect any other covenant, condition or provision does not materially prejudice either Contractor or City in connection with the right and obligations contained in the valid covenants, conditions or provisions of this Agreement. 19.2 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 8 of 22 SECTION 20 COMPLIANCE WITH LAWS 20.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 20.2 If City notifies Contractor or any of its officers, agents, employees, contractors, or subcontractors, of any violation of such laws, ordinances, rules or regulations, Contractor must immediately desist from and correct the violation. SECTION 21 SOLE AGREEMENT 21.1 This Agreement, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Contractor, and any lawful assign and successor of Contractor, 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. SECTION 22 PROHIBITION ON BOYCOTTING ISRAEL 22.1 Contractor acknowledges that in accordance with Chapter 2270 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" will have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. SECTION 23 PROHIBITION ON BOYCOTTING ENERGY COMPANIES 23.1 Contractor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, 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 company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 9 of 22 SECTION 24 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES 24.1 Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, 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 company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (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. SECTION 25 IMMIGRATION NATIONALITY ACT 25.1 Contractor 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, Contractor will provide City with copies of all I- 9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor 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 Contractor employee who is not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, will have the right to immediately terminate this Agreement for violations of this provision by Contractor. SECTION 26 FORCE MAJEURE 26.1 City and Contractor 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; Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 10 of 22 other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Parry 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 Parry provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 10 of this Agreement. [Signatures On Following Page] Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 11 of 22 IN WITNESS WHEREOF, the parties have executed this Agreement in multiples in Tarrant County, Texas. EXECUTED to be effective on the date set forth in Section 3. CITY OF FORT WORTH Dana Burghdoff Assistant City Manager Recommended: rw&s�ev r� Teresa Thomason fAor W. 2V111 111 QTI Teresa Thomason, Deputy Director Park & Recreation Department jd$,A` ,tie MCUWt 4V 9, 2Q1Ci• 14:38#7 CUT) Joel W. McKnight, Assistant Director Park & Recreation Department APPROVED AS TO FORM AND LEGALITY: Hye Won Kim Assistant City Attorney ATTEST: A ,.�a57cr:y Jannette S. Goodall City Secretary M&C: N/A Form 1295: N/A .00annpn o� FORr�aoao Af A.. 9�d 016i '�Id 9v8 80 =d °aQ o� aaQ4�0,000oo 44a RESTORATION GRAZING, LLC A'.. By: Rex RWTbdge (Apr 10, 2026 14:01:54 CDT) Rex Rutledge General Manager Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including all performance and reporting requirements. U_j� � OFFICIAL RECORD Christopher Swindle CITY SECRETARY Sr. Contract Compliance Specialist FT. WORTH, TX Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 12 of 22 EXHIBIT A CONTRACT SPECIFICATIONS 1.0 INTRODUCTION This Agreement is for environmentally friendly sustainable vegetation and weed control services using goat grazing on designated parks, trails, greenways, open spaces, and other recreational properties managed by the City of Fort Worth, on as needed basis for the Park & Recreation Department. This eco-friendly approach helps control invasive plants, reduces fire risk, and enhances the natural beauty of public spaces. 2.0 SPECIFICATIONS 2.1 Contractor shall provide environmentally friendly sustainable vegetation and weed control services using goat grazing on designated City -owned properties. The primary objectives of this service include: 2.1.1 Reduction of Invasive Plant Species 2.1.1.1 Implement targeted grazing to control and reduce the spread of invasive and non-native plant species. 2.1.2 Management of Overgrown Vegetation 2.1.2.1 Maintain Vegetation at acceptable levels to ensure safety, accessibility, and aesthetic standards for City properties. 2.1.3 Ecological Balance and Sustainability 2.1.3.1 Promote biodiversity and soil health by using natural grazing methods that avoid disruption of local ecosystems by keeping goats out of stream buffers & ponds. 2.1.4 Prohibition of Mechanical and Chemical Methods 2.1.4.1 Services must be performed without the use of mechanical equipment or chemical herbicides, ensuring compliance with environmentally friendly practices. 2.1.5 Work within Designated Areas 2.1.5.1 Contractor will work on City -owned properties as identified by the City, with specific schedules and acreage provided upon award. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 13 of 22 2.1.6 Meet Specified Performance Standards: 2.1.6.1 Grazing must be conducted in a manner that prevents overgrazing and soil erosion. 2.1.6.2 Contractor should provide adequate fencing, herding, water source, and monitoring to ensure goats remain within designated areas. 2.1.6.3 All activities must comply with applicable local, state, and federal regulations. 2.1.6.4 80% defoliation of all targeted plant species below 6 feet in height. 2.2 Contractor Qualifications/Responsibilities 2.2.1 Contractor shall demonstrate experience minimum of two (2) years in providing goat grazing services for vegetation management on properties of similar size and scope. 2.2.2 Contractor will respond to the City's request within 48 hours. 2.2.3 Contractor shall begin work within fifteen (15) business days after receiving notice from the City to begin services. 2.2.4 Contractor shall have access to enough healthy goats to complete the project within the specified timeline. Contractor ensures that herds receive proper food, water, mineral supplements, and veterinary care. 2.2.5 Contractor assigned a dedicated herder to reside on -site with an operations camper to monitor the health, safety, and movement of the herd. 2.2.6 Contractor shall have knowledge of all applicable local, state, and federal regulations related to animal welfare, environment protection, and public safety. Contractor will provide veterinary records upon request. 2.2.7 Contractor shall have the ability to implement safety measures to prevent goats from escaping and to protect public property and individuals. 2.2.8 Contractor shall have access to enough low voltage electric fences, posted signs at grazing sites with educational information, and safety reminders. 2.2.8.1 Contractors will be required to provide power for low voltage fencing. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 14 of 22 2.2.9 Herd size will typically range from 200-450 considering job size and operational constraints such as weather conditions and transportation limits. 2.2.10 Contractor provides and maintains general liability, workers' compensation, and automobile liability insurance. 2.2.11 The City of Fort Worth will assist in providing access to water for the goats. If water is unavailable, both parties will collaborate to secure alternative sources. 2.3 Performance Standards 2.3.1 Goats clear leafy/grassy vegetation under 6 feet. 2.3.2 Weather and environmental conditions may impact grazing efficiency. Contractor and city staffwill monitor progress and implement remedial actions as necessary. 2.3.3 Contractor will evaluate the site prior to schedule to mitigate risks from harmful vegetation and sites to be cleared if needed. 2.3.4 Deceased animals (due to natural causes, predators, or toxic plants) will be removed within 24 hours and discreetly concealed until removed. 2.3.5 Herds will not consume woody stems, glass, trash, or vegetation in standing water. 2.3.6 Shepherds should be on -site for the entire grazing time providing daily reports detailing acreage grazed, goat health, and any issues encountered. 2.3.7 Submit photos or GPS-based documentation of completed areas: 2.3.7.1 Contractor will be required to send daily time/date/GPS located stamped photos to CFWGrazinggfortworthtexas.gov throughout the duration of the project unless indicated otherwise at the discretion of the Contract Administrator. 2.3.7.2 Contractor will participate in a j oint inspection with the designated City of Fort Worth representative upon completion of each designated area to verify compliance with scope and performance standards. 2.3.7.3 All goats and equipment must be removed from City property within 5 business days after completion of grazing activities. 2.4 Payment Terms Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 15 of22 2.4.1 Payment will be made upon satisfactory completion of services and submission of an invoice. 2.4.2 Contractor must submit typewritten or computer printed invoices to the City that includes: 2.4.2.1 Contractor's name, address, and telephone number 2.4.2.2 Remit to address (if different) 2.4.2.3 Service location 2.4.2.4 Service description 2.4.2.4.1 Grazing dates 2.4.2.4.2 Acreage of service— One-half Acre or One Acre 2.4.2.4.3 Mobilization/Setup Fee, if applicable 2.4.2.5 City's issued purchase order number (ex: FW080- 0000012345). 2.4.3 Contractor must submit all invoices to the City within two (2) weeks of completing the Service(s) 2.4.4 City will pay invoices for accepted work within thirty (30) days of receiving the invoice, if the invoice received is accurate. 2.4.4.1 The City will only pay for work that is completed in accordance with the terms and specifications. 3.0 PRICE ADJUSTMENTS 3.1 Contractors that require that unit prices be adjusted for increases or decreases in Contractor's cost during the contract period shall use the procedure listed below. Price adjustments may only be requested on an annual basis in conjunction with the contract's renewal. 3.1.1 The Contractor must submit its price adjustment request, in writing, at least 90 days before the requested effective period. The Contractor shall provide written proof of cost increases with the price adjustment request and updated pricing per line item. 3.1.2 If the City concludes that the rate increase being requested is unacceptable, the City reserves the right to adjust the rate request or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. If the City elects not to exercise the renewal option, the Purchasing Division reserves the right to issue a new solicitation or procure the goods or services by any other allowable means. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 16 of 22 3.1.3 Prices shall remain firm for the term of the Agreement and shall include all associated freight and delivery costs, unless otherwise specifically stated in writing and agreed to by City. 3.1.4 Upon expiration of the contract term, the successful Contractor agrees to hold over under the same terms and conditions of the contract for a reasonable period of time to allow the city to re- solicitate an agreement, not to exceed ninety (90) days. 3.1.5 Following the award, additional services of the same general category that could have been encompassed in the award of the contract, and that are not already on the contract, may be added so long as such inclusion does not violate state or local law. 3.1.6 The provision of goods and/or services shall not be suspended by the Contractor except as expressly allowed by the contract's terms and conditions. 6.0 QUANTITIES - The quantities listed on the bid table are only estimates based on previous usage and do not indicate intent to purchase or a guarantee of future business. The City of Fort Worth is obligated to pay for only those materials and services actually ordered by an authorized City employee and then received as required and accepted by the City. 7.0 SMALL BUSINESS PROGRAM - This Agreement is subject to the Small Business Program, Ordinance No. 27832-08-2025 under Chapter 21 of the Code of the City of Fort Worth. More information on the program can be found on the city's website at: https://www.fortworthtexas.gov/news/2025/7/sbdp 8.0 INVOICES AND PAYMENTS 8.1 Registration — Contractor shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website at: https://www.fortworthtexas.gov/departments/fmance/purchasing/re ig ster 8.2 Payment — All payment terms shall be "Net 30 Days." 8.3 Invoices — The Contractor shall send invoices electronically to the City's centralized Accounts Payable department invoice email address: supplierinvoices(&,fortworthtexas.gov Please include the following on the subject line of your email: Supplier name, Invoice number, and PO number, separated by an underscore (ex: Example, Inc. _123456_FW013-0000001234) This email address is not monitored so please do not send correspondence to this email. If Contractor has any invoice questions, please contact the City Department ordering the goods/services or Central Accounts Payable at 817- 392-2451 or by email at: Zz FIN AccountsPayable(a fortworthtexas.gov Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 17 of22 Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 18 of22 EXHIBIT B PRICE SCHEDULE � Brand 1 1 1 -Requiredi rice ]L make mL Brand and Goat grazing for vegetation Make: Not and weed control - Provided applicable -- #1-1 site by the City of Fort Acre $ 500.00 Services $100,000.00 Worth - City owned provided via properties including but not contractor - limited to parks, trails, owned reenwa s, open saces livestock Brand and Goat grazing for vegetation Make: Not and weed control - Provided applicable -- #1-2 site by the City of Fort 1/2 Acre $ 250.00 Services $50,000.00 Worth - City owned provided via properties including but not contractor - limited to parks, trails, owned reenwa s, open saces livestock One-time Mobilization & Brand and Setup Fee, including but not Make: Not limited to labor, low voltage applicable -- electric fence, posted signs, Services #1-3 herding of goats, clearing, Each No Bid provided via No Bid and expertise necessary perform the requirements contractor - owned described in the Scope of livestock Work section of the specifications. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 19 of22 EXHIBIT C INSURANCE The Contractor will assume all risk and liability for accidents and damages that may occur to persons or property during the prosecution of work under this Agreement. The Contractor must file with the City of Fort Worth Purchasing Division, prior to the commencement of services, a certificate of insurance documenting the following required insurance 1.1 Failure to provide such information within five (5) calendar days of a request by the City may be grounds for termination of the Agreement. 2. Policies will have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the Contractor to obtain such coverage, the contract price will be adjusted by the cost of the premium for such additional coverage plus 10%. Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease — Policy limit $100,000 Disease — Each Employee This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 4. Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage must be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage must include but not be limited to the following: premises/operations, independent Contractors, products/completed operations, personal injury, and contractual liability. Insurance must be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. 2. Auto Liability Insurance must be provided as follows: Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 20 of 22 $1,000,000 Combined Single Limit Each Accident A commercial business policy must provide coverage on "Any Auto", defined as autos owned, hired and non -owned. 3. The Contractor must furnish the City's Purchasing Manager a certificate of insurance documenting the required insurance prior to the commencement of Services. 4. At each renewal period, Contractor must furnish the City's Purchasing Manager and the Contract Manager, with a current certificate of insurance documenting the required insurance within ten (10) days after accepting the renewal. Policies must be endorsed to provide the City of Fort Worth a thirty- (30) day notice of cancellation, material change in coverage, or non -renewal of coverage. Applicable policies must also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear (ATIMA). ADDITIONAL INSURANCE REQUIREMENTS 10.1 The City, its officers, employees and servants must be endorsed as an additional insured on Contractor's insurance policies excepting employer's liability insurance coverage under Contractor's workers' compensation insurance policy. 10.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Contractor can begin work. Failure to supply and maintain such insurance will be a breach of contract. Contractor will provide complete copies of all insurance policies required by this Agreement. Certificates of insurance must be supplied to: Financial Management Services Department Attention: Purchasing Division Bid No. 26-0121 100 Fort Worth Trl Fort Worth, Texas 76102 10.3 Any failure on part of the City to request required insurance documentation will not constitute a waiver of the insurance requirements specified herein. Each insurance policy must be endorsed to provide the City a minimum 30 days' notice of cancellation, non -renewal, and/or material change in policy terms or coverage. A ten (10) day notice will be acceptable in the event of non-payment of premium. 10.4 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 21 of 22 10.5 Deductible limits, or self -funded retention limits, on each policy must not exceed $10,000.00 per occurrence unless otherwise approved by the City. 10.6 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. 10.7 Workers' compensation insurance policy(s) covering employees of the Contractor must be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 10.8 City will not be responsible for the direct payment of insurance premium costs for Contractor's insurance. 10.9 Contractor's insurance policies must each be endorsed to provide that such insurance is primary protection and any self -funded or commercial coverage maintained by City will not be called upon to contribute to loss recovery. 10.10 While the Agreement is in effect, Contractor must report, in a timely manner, to the Purchasing Division any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 10.11 Contractor's liability must not be limited to the specified amounts of insurance required herein. Non -Exclusive Contract Grazing and Grounds Maintenance Services Agreement 22 of 22 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: RESTORATION GRAZING, LLC Subject of the Agreement: A NON-EXCLUSIVE GRAZING AND GROUNDS MAINTENANCE SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND RESTORATION GRAZING, LLC M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 03/18/2026 Expiration Date: 03/17/2027 If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 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.