HomeMy WebLinkAbout065467 - General - Contract - Civilian Division, LLC dba GI-MowCSC No. 65467
FORT WORTH 'e
CITY OF FORT WORTH
NON-EXCLUSIVE AGREEMENT
This NON-EXCLUSIVE VENDOR SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the City Of Fort Worth ("City"), a Texas home rule municipal corporation,
by and through its duly authorized Assistant City Manager, and Civilian Division, LLC d/b/a GI -MOW
("Vendor"), a Texas limited liability company, by and through its authorized representative. Each entity
may be individually referred to as a "party" and collectively referred to as the "parties."
The Agreement documents shall include the following:
OFFICIAL RECORD
1. This Professional Services Agreement;
2. Exhibit A — Scope of Services; CITY SECRETARY
3. Exhibit B — Price Schedule; and FT. WORTH, TX
4. Exhibit C — Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. Vendor shall provide grass mulching and grass seeding and sodding
installation services for the Water Department ("Services"), on an as -needed basis, as set forth in more
detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one year, beginning on the date this
Agreement is executed by the City's Assistant City Manager and will expire one year later (the "Initial
Term"), unless terminated earlier in accordance with this Agreement. 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". Total annual compensation under this Agreement will be an amount up to Two
Hundred and Five Thousand Dollars ($205,000.00). 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 Vendor
not specified by this Agreement unless City first approves such expenses in writing.
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.
Vendor Services Agreement Page 1 of 22
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence 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.
4.3 Duties and Obligations 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 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.
5. 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 subject 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 objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a 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, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rh!ht 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 at no additional cost to City. Vendor agrees that City will have access during
Vcndor Services Agreement Page 2 of 22
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Vendor. It is expressly understood and agreed that Vendor will operate as
an independent Vendor 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 officers, agents, servants,
employees, Vendors, and subVendors. 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, Vendors, and subVendors. 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, Vendors, or subVendors. Neither Vendor, nor any officers, agents, servants,
employees, Vendors, or subVendors 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 officers, agents, servants, employees, Vendors, or Vendors.
Liability 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 UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED 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 modifies 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,
Vcndor Services Agreement Page 3 of 22
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 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
City the right to continue to use the software and/or documentation; 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 and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or 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.
Assignment and Subcontracting.
9.1 Assignment. 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 Vendor 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 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
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$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 Workers' 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.
10.2 General Requirements
(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, officers, 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
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, 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
Vcndor Services Agreement Page 5 of 22
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.
(f) 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 work 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 parry, 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:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
the same address
To VENDOR:
Civilian Division, LLC. dba GI -Mow
Attn: Curtis Kinsey
4170 Willman Avenue
North Richland Hills, Texas 76180
14. Solicitation of Employees. 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.
Vcndor Services Agreement Page 6 of 22
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 or 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. Governing 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. Severability. 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
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 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define 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, modification, 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. Counterparts. This Agreement may be executed in one or more counterparts and each
Vcndor Services Agreement Page 7 of 22
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. W rranty of Services. Vendor warrants that its services will be of a high quality and
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. 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 Nationality 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. Ownership 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, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
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.
27. Signature Authority. 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
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company 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.
Vcndor Services Agreement Page 8 of 22
29. No Boycott 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 Boycotting Energy Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, 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. 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 Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, 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. 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. Entirety 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)
Vcndor Services Agreement Page 9 of 22
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: C�*�
Name
Title:
Date:
Jesica McEachern
Assistant City Manager
07/02/2026
APPROVAL RECOMMENDED:
dw' f iard &r
By:
Christopher Hard r (Jul 1, 2026 16:13:42 CDT)
Name: Chris Harder
Title: Water Director
ATTEST: 'Q t °a
v— v
Fo
Pvo �=0
aaay�'EXPSo4o
bLnvos�
By:
Name
Title:
Jannette Goodall
City Secretary
VENDOR:
Civilian Division, LLC. dba GI -Mow
B:
Y ta�7
Name: Curtis Kin
Title: CEO
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: ,fie" I&w
Name: Regina Jones
Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
M. Kevin Anders H
By:
M. Kevin Anders, II (Jul 1, 2026 16:15:0 CDT)
Name: Kevin Anders
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 26-0470
Form 1295: 2026-1442924
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 22
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE OF WORK
1.1 Vendor Responsibilities:
1.1.1 Vendor shall provide all necessary labor, material, and equipment to provide
various grass sod, seed and related services to the City. These services shall
include, but not limited to, providing various varieties of grass sod and related
installation services, bulk grass seed, hydro -mulching services utilizing various
seed types, and ground preparation services as required and requested. The City
may pick up seed and sod, or the Vendor may deliver seed and sod to the City for
the City to install, Vendor or delivered to the City for installation by Vendor as
directed by City`s Water Department.
1.1.2 At a minimum, Vendor shall maintain an on -hand inventory of at least two (2)
pallets of each type of grass sod listed herein for immediate needs by the City.
1.1.3 Vendor shall respond to all inquiries and issues by email or phone call within 24
hours. Failure to respond as indicated shall be deemed to be a material breach of
this agreement and shall result in the termination of this Agreement.
1.1.4 Vendor shall be equipped with proper tools and equipment at all times when
performing installation services.
1.1.5 Vendor shall provide the City with a before and after photo of each job.
1.1.6 Vendor shall contact customer by phone with instructions for proper care and
maintenance of the newly installed grass or sod.
1.2 SOD
1.2.1 Minimum Requirements — Sod shall consist of leaf blades and roots with healthy
and virile system of dense, thickly matted roots throughout the soil of the sod for a
thickness of not less than three-quarters (3/4") inch.
1.2.2 Sod shall be alive, healthy, vigorous, free of insects, disease, stones, and
undesirable foreign materials and grasses at the time of installation. Upon City
request, Vendor shall submit photos of sod to be installed to demonstrate
compliance with this section.
1.2.3 Sod must be kept moist from the time it is dug until it is planted. Vendor shall mow
the grass before the sod is cut so that the height of the grass shall not exceed two
inches (2").
1.2.4 The City anticipates requesting the following sod types most frequently:
1.2.4.1 Common Bermuda
1.2.4.2 St. Augustine
1.2.4.3 Tiff 419 Bermuda (Tifway 419) Zoysia
1.2.4.4 Buffalo Grass 609
1.2.5 City has the right to refuse sod at pick up or delivery and Vendor will not be entitled
to compensation if the condition of the sod is not fresh cut as required under this
Vendor Services Agreement Page 11 ol' 22
Agreement, is insect infested, dried out, wilted, delivered to required location late,
(late shall be defined as in excess of sixty minutes (60) of promised or requested
delivery time), or in otherwise poor condition as determined by the City.
1.3 Sod Installation
1.3.1 Sod shall be carefully placed edge to edge by hand with tightly fitted joints.
Overlapping will not be allowed.
1.3.2 The Vendor shall not install sod on saturated or frozen soils and shall avoid
covering stationary or permanent fixtures. There are three (3) different types of sod
installations.
1.3.2.1 Sod Installation A — This installation requires the Vendor to only install sod
at the location designated by the City.
1.3.2.2 Sod Installation B — The Vendor is required to provide base soil. This option
includes the same specifications listed before in section 3.4.2.1.
1.3.2.3 Sod Installation C — The Vendor is required to perform soil preparation
services. This option includes the same specifications listed above in this
section. .
1.3.2.4 The Vendor shall water the sod after installation.
1.3.2.4.1 The Vendor shall use clean water, free of impurities or substances
that might injure the sod.
1.3.3 Soil Preparation service shall include, but not limited to, removal of existing sod
to requested depth, normally 1-2 inches in depth, adding compost or fresh topsoil
as required depending on the thickness of sod being installed and leveling soil
which will vary with slope or contour of ground. The Vendor is also responsible
for light grading. These services shall be defined as light hand raking to remove
small rocks, break up dirt clumps.
1.3.4 Vendor shall keep the project site in a neat and orderly condition.
1.3.4.1 Clean up work shall be done as the work progresses or as needed.
1.3.4.2 Before leaving the jobsite, the Vendor shall remove excess material, dirt,
debris, and trash of any kind.
1.4 Hydro -Mulching
1.4.1 Seeding will consist of providing and planting hydromulch seed or a mixture of
seed of the kind specified by the City at order placement
1.4.1.1 Each variety will be separated into different containers or bags.
1.4.1.2 Seeded area will be watered by the Vendor as directed by the City to prevent
washing from slopes or dislodgement of the seed.
1.5 Seed
1.5.1 The City anticipates requesting the following seed types most frequently:
1.5.1.1 Common Bermuda Seed Hulled VNS
99.9% Weed Free
Pure Seed 98%
Crop Seed 00.20%
Vcndor Services Agreement Page 12 of22
Inert 1.75%
Weed Seed 00.05%
Germination 85% Perennial
1.5.1.2 Princess 77 Bermuda
99.9% Weed Free
1.5.1.3 Winter Rye (Annual) Seed
Pure seed 97.75%
Crop seed 2.01 %
Inert 00.08%
Weed Seed 00.16%
Germination 90%
1.5.1.4 K-31 Fescue Seed
99.9% Weed Free
Purity 97%
Germination 90%
1.5.1.5 Perennial Rye Seed
99.9% Weed Free
1.5.1.6 TLC Tall Fescue Seed
99.9% Weed Free
1.5.1.7 Certified Rebel Fescue Seed — Seed will be for overseeing of golf course
greens and athletic turf areas.
99.9% Weed Free
Purity 98%
Germination 90%
Treated with 1 '/2 ounce of Apron Fungicide
1.6 Delivery
1.6.1 The delivery area is generally defined by the City limits of Fort Worth, Texas.
However, Fort Worth encompasses several cities and communities in which the
City owns and maintains utilities, and the City may issue located within these cities
and communities and work orders to perform work in these areas accordingly.
1.6.2 Vendor shall deliver grass seed and/or sod to the requesting division location within
one (1) business day of receipt of an order by an authorized City of Fort Worth
employee unless otherwise mutually arranged in writing
1.6.3 Vendor is responsible for the removal of the pallet(s) of grass sod from the
Vendor's vehicle.
Vcndor Services Agreement Page 13 of22
EXHIBIT B
PAYMENT SCHEDULE
Vcndor Services Agreement Page 14 of 22
Sod
Success: All values provided
Bid
#1-1
Sod, Common
SY
158
$ 6.00
$ 948.00
Bermuda
Success: All values provided
Bid
#1-2
Sod, St.
SY
10
$ 6.50
$ 65.00
Augustine
Success: All values provided
Bid
#1-3
Sod, Tiff 419
SY
560
$ 6.00
$ 3,360.00
Bermuda
Success: All values provided
Bid
#1-4
Sod, Zoysia
SY
1
$ 6.50
$ 6.50
Success: All values provided
Bid
#1-5
Sod, Buffalo
SY
1
$ 6.50
$ 6.50
Grass 609
TotalBasket
$ 4,386.00
Seed
Success: All values provided
Bid
#2-1
Seed, Common
Bermuda, 50 lb
BG
13
$ 380.00
$ 4,940.00
bag
Success: All values provided
Bid
#2-2
Seed, Princess
77 Bermuda,
BG
1
$ 225.00
$ 225.00
251b bag
Success: All values provided
Bid
#2-3
Seed, Winter
Rye Annual,
BG
1
$ 135.00
$ 135.00
501b bag
Success: All values provided
Bid
#24
Seed, K-31
Fescue, 50
BG
1
$ 115.00
$ 115.00
pound bag
Success: All values provided
Bid
#2-5
Seed,
Perennial Rye,
BG
1
$ 145.00
$ 145.00
501b bag
Success: All values provided
Bid
#2-6
Seed, TLC Tall
Fescue, 50lb
BG
12
$ 116.00
$ 1,392.00
bag
Seed, Rebel
Success: All values provided
Bid
#2-7
Fescue,
BG
1
$ 145.00
$ 145.00
Certified, 501b
bag
Vendor Services Agreement Page 15 of 22
Success: All values provided
Bid #2-8 Seed, Buffalo BG
Grass, 50
1 $ 435.00
$ 435.00
pound bag
Success: All values provided
Bid #2-9 Seed, Sahara II BG
Bermudagrass,
1 $ 430.00
$ 430.00
50 pound bag
Additonal Seed
and Sod,
Discount
Percentage,
Success: All values provided
Bid #2-10 please see DO
1 14,250.00
$ 14,250.00
RFP-08-
Discount
Calculator cell
F6 for Unit
Price
$ 22,212.00
Services
Sod
Installation A,
Common
Success: All values provided
Bid
#3-1
Bermuda,
SY
7058
$ 18.00
$ 127,044.00
includes sod
and sod
installation
services
Success: All values provided
Bid
#3-2
Common
Bermuda Sod
SY
446
$ 30.00
$ 13,380.00
Installation B
Sod
Installation A,
Success: All values provided
Bid
#3-3
St. Augustine,
SY
2934
$ 21.00
$ 61,614.00
includes sod
and sod
installation
services
Sod
Installation B,
Success: All values provided
Bid
#34
St. Augustine,
SY
206
$ 35.00
$ 7,210.00
includes sod
and sod
installation
services
Vendor Services Agreement Page 16 of 22
Sod
Installation A,
Tiff 419
Success: All values provided
Bid
#3-5
Bermuda,
SY
2096
$ 24.00
$ 50,304.00
includes sod
and sod
installation
services
Sod
Installation B,
Tiff 419
Success: All values provided
Bid
#3-6
Bermuda,
SY
8
$ 34.00
$ 272.00
includes sod
and sod
installation
services
Sod
Installation A,
Success: All values provided
Bid
#3-7
Zoysia,
SY
50
$ 25.00
$ 1,250.00
includes sod
and sod
installation
services
Sod
Installation B,
Success: All values provided
Bid
#3-8
Zoysia,
SY
1
$ 40.00
$ 40.00
includes sod
and sod
installation
services
Sod
Installation A,
Success: All values provided
Bid
#3-9
Buffalo Grass
SY
1
$ 33.00
$ 33.00
609, includes
sod and sod
installation
services
Sod
Installation B,
Success: All values provided
Bid
#3-10
Buffalo Grass
SY
1
$ 41.00
$ 41.00
609, includes
sod and sod
installation
services
Hydro -
Mulching
Services
Success: All values provided
Bid
#3-11
includes
SY
8138
$ 4.05
$ 32,958.90
mulch,
fertilizer,
installation
services
Vendor Services Agreement Page 17 of 22
Success: All values provided Bid
Success: All values provided Bid
Success: All values provided Bid
Basket Total
Minimum
Charge for
work orders
#3-12 under 10 Sq. EA
yards
including
delivery and
materials
Mobilization
#3-13 Charge for EA
over 10 SQ.
Yards
Services, Sod
#3-14 Watering, SY
Additional, Per
Square Yard
413 $ 650.00 $ 268,450.00
1 $ 450.00
1589 $ 4.00
Vendor Services Agreement Page 18 of 22
$ 450.00
$ 6,356.00
$ 569,402.90
$ 596,000.90
DATE: 6/9/2026
CODE: P
REFERENCE **M&C 26-
NO..
TYPE:
0470
13P26-0036 GRASS
LOG NAME: SEED, SOD AND
INSTALLATION
SERVICES LSJ WATER
CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Non -Exclusive Agreements with Civilian Division,
LLC. dba GI -Mow, North Texas Hydromulch & Landscape Services, LLC and
Greycon Inc for Grass Seed, Sod, and Installation Services for the Water
Department in an Annual Amount Up to $205,000.00 and Authorize Four One -
Year Renewals in Escalating Amounts
RECOMMENDATION:
It is recommended that the City Council authorize execution of non-exclusive agreements with
Civilian Division, LLC. dba GI -Mow, North Texas Hydromulch & Landscape Services, LLC
and Greycon Inc, for grass seed, sod, and installation services for the Water Department in an
annual amount up to $205,000.00 and authorize four, one-year renewals in the amount
of $215,250.00 for the first renewal, $226,012.50 for the second renewal, $237,314.85 for the
third renewal, and $249,180.59 for the fourth renewal.
DISCUSSION: E
The purpose of this Mayor & Council Communication (M&C) is to authorize exection of non-
exclusive agreements with Civillian Division, LLC. dba GI -Mow North Texas Hydromulch &
Landscape Services, LLC and Greycon Inc., for grass seed, sod and installation services.
The Water Department approached the Purchasing Division for assistance with securing an
agreement for grass seed, sod, and installation services on an as -needed basis. Purchasing
issued a Request for Proposal (RFP) No.26-0036 that consisted of detailed specifications
and describing the required responsibilities and requirements to provide these services for the
City of Fort Worth.
The RFP was advertised in the Fort Worth Star -Telegram on February 11, 2026, February 18,
2026 and February 25, 2026. The City received four responses. Harris Son's Quality Lawn Care
was deemed non -responsive due to not bidding on any of the required line items.
An evaluation panel consisting of representatives from the Enviromental and Water
Department reviewed and scored the submittal using Best Value criteria. The individual scores
were averaged for each of the criteria and the final scores are listed in the table below.
Bidder I Evaluation Factors
Fa l U l` I u Fe Total score
North Texas Hydromulch & Landscape Services, LLC F 12 20 F20 F15F 67
Vcndor Services Agreement Page 19 of 22
Civilian Division, LLC. dba GI -Mow Fo 12 20 20 56
Greycon Inc. IV 12 15 FIT 50 6.88 F51.23
Best Value Criteria:
a. Small Business
b. Vendor's Qualifications and Experience
c. Vendor's ability to meet the City's need/workload
d. Technical Approach
e. Cost of service
After evaluation, the panel concluded that Civilian Division, LLC. dba GI -Mow, North Texas
Hydromulch & Landscape Services, LLC and Greycon Inc, presented the best value. Therefore,
the panel recommends that Council authorize agreements with Civilian Division, LLC. dba GI -
Mow, North Texas Hydromulch & Landscape Services, LLC and Greycon Inc. No guarantee
was made that a specific amount of services would be purchased. Staff certifies that the
recommended vendors' bids meet specifications.
Due to inflation and supply chain concerns, staff recommends the total compensation for each
annual renewal term be increased by 5\% to ensure the City is able to meet demand. The total
compensation for the initial term of the contracts shall not exceed $205,000.00 and authorize
four, one-year renewals in the amount of $215,250.00 for the first renewal, $226,012.50 for the
second renewal, $237,314.85 for the third renewal, and $249,180.59 for the fourth renewal.
FUNDING: The maximum amount allowed under this agreement for the initial term will be
$205,000.00; however, the actual amount used will be based on the needs of the
department and available budget.
Funding is budgeted in the General Operating & Maintenance category in the Water & Sewer
Fund for the Water Department..
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon
execution and expire one year from that date.
SMALL BUSINESS: In accordance with the City's Small Business Ordinance, the City has
established a 30\% Small Business goal for this solicitation/contract. No vendor met the
criteria to achieve this goal. Therefore, the responses were?evaluated based on the remaining
best value criteria.
RENEWAL TERMS: This agreement may be renewed for four additional, one-year terms at
the amounts authorized through this M . This action does not require specific City Council
approval provided that the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
Vcndor Services Agreement Page 20 of 22
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 and does not require specific City Council approval as long as sufficient funds have been
appropriated.
This will serve ALL COUNCIL DISTRICTS.
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 agreements. Prior to any expenditure being incurred, the
Water Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project ProgramActivity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project ProgramActivity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Reginald Zeno (8517)
Jesica McEachern (5804)
Reginald Zeno (8517)
Christopher Harder (5020)
Brandy Hazel (8087)
La'Kita Slack -Johnson (8314)
ATTACHMENTS
13P26-0036 GRASS SEED, SOD AND INSTALLATION SERVICES LSJ WATER funds
avail.docx (CFW Internal)
CIVILIAN SAMS.pdf (CFW Internal)
FID TABLE FOR GRASS SEED AND SOD-FY26-Revised.xlsx (CFW Internal)
GI -MOW -Form 1295 for City of Fort Worth .pdf (CFW Internal)
Greycon Form 1295 Signed for Grass Seed Sod Installation Services.pdf (CFW internal)
Vcndor Services Agreement Page 21 of 22
Greycon SAMS.pdf (CFW Internal)
North Texas SAMS.pdf (CFW Internal)
NTX Form 1295 Signed for Grass Seed Sod Installation Services.pdf (CFW Internal)
SOS Application Reserved for North Texas Hydromulch and Landscape Services
LLC.pdf (Public)
SOS Civilian Division LLC.pdf (Public)
SOS Greycon Inc.pdf (Public)
Vcndor Services Agreement Page 22 of 22
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Civilian Division, LLC dba GI -Mow
Subject of the Agreement: Vendor will provide grass, seed and sod installs
M&C Approved by the Council? * Yes 9 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 8 No 8
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 8
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 9 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 7-4-2026
If different from the approval date.
Expiration Date: 7-4-2027
If applicable.
Is a 1295 Form required? * Yes 8 No ❑
*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 8 No ❑
Contracts need to be routed for CSO processing in the following 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.