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HomeMy WebLinkAbout065763 - General - Contract - SCN Worldwide, LLC dba ScantronCSC No. 65763 FORT WORTH CITY OF FORT WORTH PURCHASE OF GOODS AGREEMENT This Purchase of Goods Agreement ("Agreement") is entered into by and between SCN Worldwide, LLC dba Scantron, a Delaware limited liability company, by and through its duly authorized representative ("Seller") and the City of Fort Worth, ("Buyer" or "City"), a Texas home rule municipal corporation, by and through its duly authorized Assistant City Manager. The Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Purchase Agreement; 2. Exhibit A: City of Fort Worth Standard Purchasing Terms and Conditions; and 3. Exhibit B: Liquid Waste Manifest Specifications 3. Exhibit C: Seller's Quotes (Liquid Waste Manifest books) 4. Exhibit D: Sole Source Letters Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Total compensation under this Agreement will be an amount up to Fifty Thousand Dollars ($50,000.00). Seller 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 Seller not specified by this Agreement unless City first approves such expenses in writing. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. [signatures on next page] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Executed to be effective on the date signed by the City's Assistant City Manager. CITY OF FORT WORTH: By: Name: Jesica McEachern Title: Assistant City Manager Date: 08/31 /2026 APPROVAL RECOMMENDED: Christopher {+ardor By Christopher Hard r (Aug 26, 2026 16:11:04 CDT) Name: Christopher Harder, P.E. Title: Water Department, Director 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: Robert Rob ins (Aug 25, 2026 07:39:04 CDT) Name: Robert Robbins Title: Environmental Program Manager APPROVED AS TO FORM AND LEGALITY: oiv� Conti. �% By. M.M. Kevin Anders, II (Aug 26, 2026 16:12:56 Mn Name: M. Kevin Anders, II vvou4 ATTEST: p aF F..... Title: Assistant City Attorney 40 p° o9.1dd /.o PO'f'=, o°o*dam By: CONTRACT AUTHORIZATION: Name: Jannette S. Goodall M&C• N/A Title: City Secretary Form 1295• SELLER: SCN Worldwide, LLC dba Scantron By: Name: Mary Michael Sellers Title: President and CEO Date: 08/26/2026 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A CITY OF FORT WORTH STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subcontractors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and subcontractors, or other provider of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 TERM This Agreement shall begin on the date signed by the Assistant City Manager ("Effective Date") and shall expire one year later ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Buyer shall 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 options. 4.0 PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and this agreement may be released in the event that it is requested. 5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6.0 ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 11.0 PLACE OF DELIVERY rd The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13.0 INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14.0 PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 15.0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17.0 SOFTWARE LICENSE TO SELLER — INTENTIONALLY DELETED 18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: products described in Exhibit "B" (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 18.2 SELLER shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any 11 way connected with providing the services, or the Buyer's continued use of the Deliverable(s) hereunder; 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give SELLER timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer 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, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a) procure for Buyer 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 Buyer'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 Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER terminate this Agreement, and refund all amounts paid to SELLER by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer under law; and 18.4 The representations, warranties, and covenants of the parties contained in section 13 through 17 of this Agreement will survive the termination and/or expiration of this Agreement. 19.0 OWNERSHIP OF WORK PRODUCT 7 Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be considered "work(s) made for hire" and will be and remain the exclusive property of the Buyer. To the extent that the Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 20.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 TERMINATION 21.1 Written Notice. The purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer Information or data as a requirement to perform services hereunder, Seller shall Ej return all Buyer provided data to Buyer in a machine readable format or other format deemed acceptable to Buyer. 22.0 ASSIGNMENT / DELEGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict between the contract documents, the order of precedence shall be these Standard Terms and Conditions, followed by the Seller's Quote. O7 26.0 APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 27.0 INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. 28.0 LIABILITY AND INDEMNIFICATION. 28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 28.2 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 28.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Seller agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark, trade secret, or 10 similar property right arising from Buyer's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as Seller bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, Seller shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with Seller in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Seller shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give Seller timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate Seller's duty to indemnify Buyer 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, Seller shall, at its own expense and as Buyer's sole remedy, either: (a) procure for Buyer 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 Buyer'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 Buyer; or (d) if none of the foregoing alternatives is reasonably available to Seller terminate this Agreement, and refund all amounts paid to Seller by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer under law. 29 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal 11 period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31 NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall 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 parry by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: 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 same address 32 NON-DISCRIMINATION TO SELLER: SCN Worldwide, LLC dba Scantron Mary Michael Sellers, President and CEO 500 Lone Oak Road, Ste. 200 Eagan, MN 55121 Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Seller's duties and obligations hereunder, it shall 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 SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33 IMMIGRATION NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who 12 is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34 HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35 RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under this contract, 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 Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 36 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. 37 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, 13 obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other parry in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties submit the dispute to non- binding mediation and cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the Buyer is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 39 PROHIBITION ON BOYCOTTING ENERGY COMPANIES. If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller 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, Seller certifies that Seller's signature provides written verification to the City that 14 Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller 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, Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 41 INSURANCE REQUIREMENTS 39.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Seller, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall 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 work is being performed Employers' liability 15 $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 shall 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 shall be submitted to Buyer to evidence coverage. 39.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term Buyer shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. 16 (f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. 17 EXHIBIT B — LIQUID WASTE MANIFEST SPECIFICATIONS PF;F F+ nF ' FORT WORTH CITY OF FORT WORTH LIQUID WASTE _ MANIFEST SERIAL ICJ — GENERATOR INFORMATION QenendorNliiisal wdAddlrw _ — !MUST BE COMPLETED BY GENERATOR) I — Tank or Trap, — Type of Waste Capacity Business ID Removed fOalfons) AY�kv Aatq -[ I -TTT I I ELI. LF I Grease Tr t~°•) iL"y'J (f'facri .Deo — 0(!)CiDp)U (kit Trap. of i i Iw-A *1180s" T(20CDCO ej(1;,•; • >. awipwTobt :2) '?)!�'C�:' GenetatoNRepresentative Name ()(7C)(4)O r.:r r, ICERTFYTHATI ^ r:� 0(6)C-)00a Septic Tank_ i. „� �_: HAVE VIEWED WASTE MATERIAL fAirO - - (•)`)(•)�m `j.e.. ,r)j4; REMOVED FROM T}[T)(f ll(i! UsectOd ..... 0) Tyr. rl;T THEABOVE - — — -- a PREMISESAND ` THAT THATRC A 8 Date and Time Waste Collected � • • • ;v"vju) 017er r tspe� Q �fi��p% "�:•� k) TERL. f�; trrl PM NEW - -TRANSPORTER INFORMATM — (MUST BE COMPLETED BY TRANSPORTER) ICE ppy { TH A.N'OIwrcomp• w Vehicle Gallons NFOA T Permit No. Removed ROVDED, OVE Is CORR6CT. AND THAT eiknwn ,y Nance — — �I _ I I I I i (�� F l I I I I I 1 I I I I CE R THE WASTE CE RiFE WAS NEW REMOVAL EVY THE (yAr q) 0! — 1)(01 (i).) 7(11,(T)(1)(D CONTAINED N THE SERVICING VEHICLE. NUMBER 0 s) C2)r" )C)a (20 IAMAWARE THAT DoImaI'- `)��(} FALSFICATIONOF r� �, �0)�0) THE _ — :DC �e; CYO 0,C)r)(a)CO) RESULTESULTPTICKETIAAY N REVOCATION OF MY — -C-v C] T 7 •i(D©C) LIOUDWASTE ��+��) TRANSPORTATION i jraFn r• ill • )�(�i U4 1 IIITANOA7RGe(aJ CRIMINAL NEW 9)('s; r) 'Z —0) %91(Z C") r, PROSECUTION. — DISMAVTRANSFER INFORMATION NEW MUST BE COMPLETED BY DISPOSEP) ICERTIFYTHATI Disposal Site Name 5t HAVE BEEN City Reg. No. Gallons Disposed AUTHOALZEDBY THE TEXAS _ DEPARTMENTOF Il M7 I, HEALTH TO AOCEPTTHE — 0(!;�Os (3:7 00 0"(�00 0) TCEO Reg. No. — r• 0{+)UUJ J(')UUU SPE FG IED WASTE AND THAT Slte Operators Name iri)�lrit�7�,('.)®:� (p)011gI7� IHAVE DISPOSED '•JC,(6660 c.)o), (06) OF THE WASTE - QQ �C dO •OU.� JCC7�C4.) INACCORDANCE . -- — r5 l6 07U7 )C:C,)O(i) WITH WIRREEMENTS `)(6)U(a)vC) 110)(6)0)UU OUTLINED — I 7(r,0)"")7'1) 7C)CT)co THAT Date and Time WasteReostmel — 1 JCC)C)(0)"i) "s)(a(Q(i)0 AUTHORIZATION. `: an —_ C!)(s)UUU:o: J(!�U(o)(D — — C; FM 18 EXHIBIT C- SELLER'S QUOTE SCANTRON To: Kimberly Jutt Customer: Fort Worth ;"Dater Dept Customer #: 2049456 Phone: 817-392-8305 Fax: PRICING QUOTATION SCN Worldwide, LLC d/bla Scantron 3022 Columbia Ave. Suite 1 Lancaster. PA 17603 Date: T'20?2026 Terms: Net 30 Days Ship Date: Freight: Freight Included • 438769 • Reprint 11-518 x 8-1i2 283883-1 Multi -Part Cut 1 0017122 Liquid',,'.'aste Manifest (Books; • .. Mark Reflex 60# MEW—iNSIGHT 4 'Ink Dual Read Head} . ScanTools Plus w,'RTOCR m. mi 2,500 Printing 100 pads lM ------ ?----31,640 08 ---- !--------$4,10020 ---------------------------------------------- ------------------------- ------------------------ TOTAL $410020 This quote is for printing of multipart numbered forms packaged as padded books with wrap around covers. Paper options are subject to the availability of the paper colors in parts 4 and 5 at the time of the receipt of the purchase order. Production time of the order will be based on the availability of the papers at the time of order. Freight is included in the above price. Allow up to 5 days for delivery. Any changes to the above specifications will require a revised price quote. Feel free to contact me with any questions or concerns. Thank you. Preferred Option 1 Part 1 - White — 60# Mark Reflex Scan Sheet Part 2 - Canary — 17# self-contained (SC) blue image Part 3 - White — 15 7# self-contained coated back (SCCB) black image Part 4 - Goldenrod — 14# coated front back (CFB) black image Part 5 Pink — 15# coated front (CF) Option 2 Part 1 - White — 60# Mark Reflex Scan Sheet Part 2 - Canary — 17# self-contained (SC) blue image Part 3 - White — 15 7# self-contained coated back (SCCB) black image Part 4 - Green — 14# coated front back (CFB) black image Part 5 Goldenrod — 15# coated front (CF) 19 SCANTRON PRICING QUOTATION (continued) SCN Worldwide, LLC dlbla Scantron 3022 Columbia Ave, Ste 1 Lancaster, PA 17603 12.500 Printing 500 pads lM S777.36 $9,717.00 TOTAL $9.717 00 This quote is for printing of multipart numbered forms packaged as padded books with wrap around covers. Paper options are subject to the availability of the paper colors in parts 4 and 5 at the time of the receipt of the purchase order Production time of the order will be based on the availability of the papers at the time of order. Freight is included in the above price. Allow up to 5 days for delivery. Any changes to the above specifications will require a revised price quote Feel free to contact me with any questions or concerns. Thank you. Preferred Option 1 Part 1 - White — 60# Mark Reflex Scan Sheet Part 2 - Canary — 17# self-contained (SC) blue image Part 3 - White — 15 7# self-contained coated back (SCCB) black image Part 4 - Goldenrod — 14# coated front back (CFB) black image Part 5 Pink — 15# coated front (CF) Option 2 Part 1 - White — 60# Mark Reflex Scan Sheet Part 2 - Canary — 17# self-contained (SC) blue image Part 3 - White — 15 7# self-contained coated back (SCCB) black image Part 4 - Green — 14# coated front back (CFB) black image Part 5 Goldenrod — 15# coated front (CF) 20 SCANTRON PRICING QUOTATION (continued) SCN Worldwide, LLC d/b/a Scantron 3022 Columbia Ave, Ste 1 Lancaster, PA 17603 25.000 Printing 1.000 pads IM S661 14 $16.528 50 TOTAL $16.528 50 This quote is for printing of multipart numbered forms packaged as padded books with wrap around covers. Paper options are subject to the availability of the paper colors in parts 4 and 5 at the time of the receipt of the purchase order Production time of the order will be based on the availability of the papers at the time of order. Freight is included in the above price. Allow up to 5 days for delivery. Any changes to the above specifications will require a revised price quote Feel free to contact me with any questions or concerns. Thank you. Preferred Option 1 Part 1 - White — 60# Mark Reflex Scan Sheet Part 2 - Canary — 17# self-contained (SC) blue image Part 3 - White — 15 7# self-contained coated back (SCCB) black image Part 4 - Goldenrod — 14# coated front back (CFB) black image Part 5 Pink — 15# coated front (CF) Option 2 Part 1 - White — 60# Mark Reflex Scan Sheet Part 2 - Canary — 17# self-contained (SC) blue image Part 3 - White — 157# self-contained coated back (SCCB) black image Part 4 - Green — 14# coated front back (CFB) black image Part 5 Goldenrod — 15# coated front (CF) Lisa Yost Customer Service Representative Toll Free: 800.735.2566 x1353 Fax: 717.684.1342 Email: Lisa Yost@Scantron.com The pricing icentifiec herein is valic for a perioc of thirty (34 i days from the Cate of this Pncing Quote Scantron reserres the right to increase pncng thereafter basec on its then current pricing. -he a bove q us ntrhes do not in olude tax a nd 1 or sh ipping oh srges u n less otherwise stated. Final quantity oncustom forms will vary due tooversyunders-htsvanancets be sed on quantity ordered. Customer will be b ibed for the exact q u antrty shipped. Terms Net-30 days on approved credit and receiptof a purchase order. Amounts not paid wher due are su b jectto finance charges of 1.5 % per mo nth o r the h ighest rate permitted by law, whichever is less, compounded daityfrom the due date until part. To the extent permitted by applicable law, credit card payments may rnou r a 3% surcharge of the amount pad by credit card. 21 EXHIBIT D - SOLE SOURCE SCANTRON, I 111111111111 11111 Legacy that Leads SUBJECT: 2026 SOLE SOURCE CERTIFICATION To Whom It May Concern: For more than fifty years, Scantron has helped education, commercial and government organizations worldwide measure and improve effectiveness with data collection, assessment, and survey solutions. The company manufactures and services scannable data collection products, including printed forms, scanners and related software, for major mission -critical data collection projects. Scantron is the inventor and manufacturer of Optical Mark Reading (OMR) scanners and holds intellectual property protections relating to the technology used in its iNSIGHT- and OpScan product lines, as well as its proprietary software, ScanTooW and ScanTooW Prisma, and Advanced Character Recognition (ACR). These products are used for resolving optical marks including accurate determination of intended marks versus erasures. Scantron's image -based scanners can also capture machine printed characters, hand -printed characters, and bar codes directly into full or partial image clips for storage/retrieval systems. This letter is to confine that SCN Worldwide, LLC d/b/a Scantron ("Scantron"), is the sole source provider of the Scantron Score, INSIGHT and OpScan brand scanners as well as the support for these products. Additionally, Scantron is the sole source provider for the following software products: Class Climate ,evasys Survey and Evaluation system, evaexam Assessment automation suite, Scantron TestFlex including software support. Sincerely, �k_ Mary Michael Sellers President and CEO SCN Worldwide, LLC Authorized Signatory 22 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: SCN Worldwide, LLC dba Scantron Subject of the Agreement: For the purchase of liquid waste manifest that are used for compliance with TCEQ in regards to the disposal of waste (chemical and septic) into our collection system. 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: Expiration Date: 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. *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. 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