7-RFP-05-Draft Vendor Services Agreement.pdf

CITY OF FORT WORTH

HOME REPAIR SERVICES CONTRACT

This Contract is by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation (“City”) and COMPANY, authorized to do business in the State of Texas (“Contractor”). City and Contractor may be referred to herein individually as a Party and collectively as the Parties.

WITNESSETH: That for and in consideration of the payments and agreements to be performed by the City, Contractor hereby agrees with City to commence and complete the Home Repair Services Contract described herein, effective as of the date executed by the Assistant City Manager (“Effective Date”).

ARTICLE 1. DEFINITIONS

“Abatement” means a measure or set of measures designed to permanently eliminate lead-based hazards or lead-based paint. Abatement strategies include the removal of lead-based paint, Enclosure, Encapsulation, replacement of building components coated with lead-based paint, removal of lead-contaminated dust, and removal of lead-contaminated soil or overlaying of soil with a durable covering such as asphalt (grass and sod are considered Interim Control measures). All of these strategies require preparation; cleanup; waste disposal; post-Abatement clearance testing; recordkeeping; and, if applicable, monitoring.

“Building Code” means the City’s Building Code as amended from time to time.

“Building Permit” means any permit received from the City’s Planning and Development Department to perform the Work on a Housing Unit.

“CDBG” means Community Development Block Grant.

“CDBG-DR” means Community Development Block Grant – Disaster Recovery and requirements are found at 88 FR 3198 on January 18, 2023.

“CDBG Regulations” means regulations found at 24 CFR Part 570 et seq.

“Contract Documents” means, collectively, this document and all other Attachments and documents that are attached or incorporated herein by reference. The Contract Documents shall be construed in the order of precedence in which they are listed.

“Contractor Personnel” means employees, staff or subcontractors employed or hired by Contractor to perform Work under this Contract.

“Encapsulation” means any covering or coating that acts as a barrier between lead-based paint and the environment, the durability of which relies on adhesion and the integrity of the existing bonds between multiple layers of paint and between the paint and the substrate.

“Enclosure” means the use of rigid, durable construction materials that are mechanically fastened to the substrate to act as a barrier between the lead-based paint and the environment.

“EPA” means the United States Environmental Protection Agency.

“EPA’s Renovation, Repair and Paint Rule” or “RRP Rule” means 40 CFR Part 745, as amended from time to time.

“HARRP” means the Homeowners Assistance Repair and Rehabilitation Program, funded with CDBG-DR.

“Housing Unit” means a residential unit occupied by a household eligible for services under HARRP and includes the real property on which the Housing Unit is located.

“HUD” means the United States Department of Housing and Urban Development.

“Interim Controls” means a set of measures designed to temporarily reduce human exposure or possible exposure to lead-based paint hazards. Such measures include, but are not limited to, specialized cleaning, repairs, maintenance, painting, temporary containment, and the establishment and operation of management and resident education programs. Monitoring, conducted by owners, and reevaluations, conducted by professionals, are integral elements of Interim Control. Interim Controls include dust removal;

paint film stabilization; treatment of friction and impact surfaces; installation of soil coverings, such as grass or sod; and land use controls. Interim Controls that disturb painted surfaces are renovation activities under EPA’s Renovation, Repair and Painting Rule.

“Job Order Contract” or “JOC”” is a Firm Fixed Price, Indefinite Delivery/Indefinite Quantity governing agreement for the Work (“Project”).

“Job Order” means an itemized list of the Work which contains sufficient detail to determine quantities and quality, and the time for performance. It includes any specifications and drawings required by City together with any change orders approved by City and Contractor. Work on a Housing Unit will be authorized by an individual Job Order on an as-needed basis. The term “Work Order” is synonymous with Job Order for the purposes of this contract. See sample Work Order/Job Order in Attachment B.

“Lead Safe Housing Rule” means the regulations found at 24 CFR Part 35 subparts B-R.

“Owner” means the owner of the Housing Unit to be serviced.

“Project” means the individual Housing Unit receiving the repairs or the rehabilitation work, as determined by City staff. The term “Housing Unit” is synonymous with Project for the purposes of this contract.

“Request for Proposals” or “RFP” means the Request for Proposals for Disaster Recovery – Home Repair Services, RFP No. 26-0005, issued date

“Texas Environmental Lead Reduction Rule” or “TELRR” means 25 TAC 295.201-220, as amended from time to time.

“Work” means the home repair services provided by Contractor under this contract, including any Weatherization, HVAC, Plumbing, Electrical, Roofing, Lead Hazard Reduction, or related rehabilitation and repair work performed on a Housing Unit required by a Job Order and the Contract Documents, whether completed or partially completed, and which includes all labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations under the Contract Documents.

ARTICLE 2. SCOPE OF SERVICES

A. Contractor agrees to provide the City with Lead Hazard Reduction, HVAC, Plumbing, Electrical, Roofing, Flooring, Bathroom Repairs, Foundation Repairs, Insulation, Kitchen Repairs, General Carpentry, Moving and/or Storage, and/or Construction Management services for the purpose of assisting income-eligible and otherwise qualified residents with HARRP services in a Housing Unit. All Work shall be performed in accordance with the CDBG-DR, TELRR, HUD Guidelines for the Lead-Safe Housing Rule, and/or any other applicable regulations regarding performance of these home repair services with the use of the specified funds.

B. Contractor acknowledges that the Project is assisted in whole or in part with Federal Grant funds awarded to the City and that any Job Order and Work performed shall be performed in strict accordance with all requirements of the grant and affiliated Regulations as more particularly set out in Attachment A.

C. Contractor shall do everything required by the Contract Documents for each Job Order including furnishing all of the labor, materials and equipment necessary to perform the Work, with any substitutions being of equal or better quality and cost and approved through Change Orders.

D. Contractor will post at the job site all the permits required based on the Project specifications and will also provide them to the City for record-keeping purposes. All permits shall be billed as pass through costs and listed as a separate line item on any invoices. When applicable, the

Contract shall indicate the charge to be paid by City for overhead costs related to obtaining any building permit required by the work items related to the services being provided. The Contractor must provide proper documentation with each client invoice in order to support payment of a permit. Failure to provide the supporting proof of documentation will result in non-payment.

E. . As applicable for the particular job assigned, all Work shall be performed by workers qualified for the activities according to HUD’s Lead Safe Housing Rule, and who are trained and certified by the Texas Department of State Health Services, Environmental Lead Branch, or by workers trained and certified under the EPA Renovation and Repair Rule.

F. Contractor must perform the Work in accordance with the Building Code and all other relevant City, State and Federal building codes and any other applicable laws, ordinances and regulations. To the extent of conflict between any of the foregoing codes and standards, the more restrictive shall apply.

Inconsistencies or conflicts between the Building Code and this Contract shall be resolved in favor of the Building Code. If it is necessary to modify this Contract to comply with the Building Code, then the Parties shall execute a written modification.

G. City will inspect all completed Work before payment to the Contractor is approved. Contractor must repair or replace all Work and materials that do not pass inspection. Such repair or replacement of Work shall be completed within 2 working days from written notification of the need for such repair or replacement by City. If the Work fails to pass final inspection, Contractor will be responsible for any fees associated with the re-inspection as well as any other fees or costs resulting from the failure of the Work to pass final inspection. For work performed on lead hazard reduction, Contractor will be responsible for any fees associated with an additional clearance test, such as testing of dust wipes, as well as other associated costs; such costs may include the cost of lodging or any other additional relocation expenses for the Housing Unit’s occupants.

H. Contractor shall not solicit or contract with Owners or occupants of the Housing Unit to perform additional work on the Housing Unit for minimum of 6 months after the Work is complete.

I. Contractor shall be responsible for accessing whether moving furniture and/or safe storage of the occupants’ furniture and personal belongings is necessary to perform the Work and determining what the moving and/or storage needs are based on the scope of work, outlined in Attachment B.

Contractor must notify City of the identified moving/storage needs and coordinate with the Owner(s) and the moving service provider to move items out of the Housing Unit and to move items back in when Work is complete.

J. Contractor at all times will keep the Housing Unit free from accumulation of waste materials or rubbish caused by his or her work. Contractor will be responsible for the safe-keeping and protection of all supplies, materials, equipment, completed work, and incomplete work at the job site during the term of this Agreement.

K. The contractor shall take all precautions necessary to protect existing trees, plants, sidewalks, buildings, vehicles, et., in the areas where work is being done. The contractor shall repair, rebuild and make good at his own expense, any injuries and damage to the same which may result from work being carried on under their contract. Clean up and removal from the site of all debris and waste materials resulting from this work shall be the responsibility of the contractor.

ARTICLE 3. LEAD-BASED PAINT

The Lead Based Paint Hazard Reduction Act is designed to eliminate existing hazards by removal, encapsulation or stabilization of certain surfaces containing lead-based paint within the property.

The Contractor must make the utmost effort to complete the lead hazard reduction activities as indicated by a successful clearance examination within the allotted time. Additionally, before any lead work begins, the Contractor must provide the Homeowner with the Renovate Right Brochure and get their signature, as documented in Attachment D. The Contractor is also required to ensure the Lead Hazard Presumption

Notice (Attachment E), if applicable, the Renovation Recordkeeping Checklist (Attachment F), and the Certification of Lead-Based Work Performed (Attachment G) are all completed.

City agrees to provide a Clearance Inspection report to the Contractor within 72 hours or (3) business days after the clearance inspection took place. The Contractor shall be required to provide a designated time to the City of a minimum of 24 hours in advance for the clearance test to take place. City will cover the cost of the first clearance report. If any additional testing is needed because of GC failure to correctly clean the area prior to final clearance, then the GC’s final payment will be reduced for the cost of each additional clearance test.

ARTICLE 4. QUALITY OF WORK

A. Contractor will supervise and direct the construction of the Project using his/her best skills and attention.

B. All work shall comply with the manufacturer’s recommendations for product use and/or installation of materials.

C. Contractor agrees that all work shall result in a finished product, be completed in a professional manner, and shall be carefully inspected by him/her for completeness prior to requesting a final inspection. Contractor acknowledges that City shall conduct one "final inspection" to create a short punch list, if required, and one follow-up inspection.

D. Contractor will not employ any person(s) on the Project who are unqualified or unskilled in their assigned tasks or duties. Contractor will not allow any employee to work at the job site who cannot perform his assigned tasks and duties in a professional manner.

ARTICLE 5. INSURANCE REQUIREMENTS

Contractor shall not commence Work until it has obtained all insurance coverage described in Article 38 of this contract and proof of such coverage has been received and approved by City.

ARTICLE 6. TIME OF COMPLETION

City shall provide Contractor a written Notice to Proceed for each Job Order which states a date for commencement (Note: Work cannot begin before the commencement date) and a date for completion of the Work.

If Contractor fails to commence work within 20 days of the date of the Notice to Proceed, City has the right to terminate this Job Order. Such notice of termination shall be in writing.

Contractor shall complete the Work within the number of calendar days specified in the Job Order. I f n e c e s s a r y , approved change orders may extend the completion date. The time for completion of the Work is an essential element of this Contract. Contractor acknowledges that failure to complete the Work within the stated number of calendar days may result in suspension or termination of this Contract or liquated damages (see B below).

A. If Contractor is delayed from completing the Project timely, Contractor shall promptly notify City including the reasons for such delay. If good cause for the delay is claimed by the Contractor, it shall be Contractor's obligation to substantiate the reason for the delay with adequate documentation, and City may agree to extend the time period for completion, such approval not to be unreasonably withheld.

B . If Contractor fails to satisfactorily complete the Work by the Completion Date (as extended, if applicable), liquidated damages in the sum of one (1) percent of the amount of the total job order contract, will be charged per day from the original Completion Date until the work is completed, and shall be deducted from the Contractor’s final payment.

ARTICLE 7. TERM OF CONTRACT

This Contract shall commence as of the Effective Date and shall automatically expire 5 years from the Effective Date (the “Expiration Date”), if not terminated sooner or extended as described below. No Job Order shall be issued after the Expiration Date. However, any Job Order with Work still in progress, Contractor’s obligation to cure or remedy defective Work, and Contractor’s warranty and indemnification obligations shall survive the Expiration Date or earlier termination of this Contract.

CONTRACTOR ACKNOWLEDGES AND AGREES THAT THERE IS NO GUARANTEE THAT A SPECIFIC

DOLLAR AMOUNT WILL BE SPENT UNDER THIS CONTRACT.

ARTICLE 8. PAYMENT FOR SERVICES

A. City, not Owner, is responsible for all payments under this Agreement and shall pay Contractor for each Job Order based on the prices in Attachment C upon City’s acceptance of the completed Work and submission by Contractor of a detailed invoice in Neighborly along with supporting receipts.

B. City shall have the unconditional right to withdraw a Job Order at any time so long as it has not issued a Notice to Proceed. If a Job Order is withdrawn, Contractor shall not be entitled to any compensation or reimbursement of any costs incurred by the Contractor for the withdrawn Job Order so long as the City has not yet issued a Notice to Proceed.

C. For a Job Order to become effective, it must (1) be signed by City and Contractor, (2) be for a fixed price, lump sum for the Work, (3) be based on the prices in Attachment C, and (4) include a Notice to Proceed. City shall pay Contractor within 30 days of acceptance of completed Work, and monthly until all work for the Project is complete.

D. Contractor will not be compensated for any Work outside of the scope of a Job Order or this

Contract that is not pre-authorized by City in writing.

E. Contractor will not be compensated for any Work until all work in place has been verified by City inspectors and approved as completed in accordance with all Uniform Construction Codes as adopted by the City and the Written Rehabilitation Standards and Construction Manual for Housing Repair and Rehabilitation (created March 2024).

F. Contractor will permit the City, its agents or designees, to examine and inspect the construction work performed under this Agreement during business hours.

Contractor further agrees that all environmental remediation that was required as a result of the environmental review or any other environmental testing must be completed and the appropriate clearance reports provided to City in a timely manner. City may request, at its sole discretion, one or all of the following in connection with Contractor’s disbursement request:

1. Proof of paid and unpaid construction bills for labor, materials and subcontractors (as applicable) which show full payment (except for holdbacks) of such bills then due and payable, except those covered under the current draw request.

2. A statement duly executed and acknowledged by Contractor, in form and substance reasonably satisfactory to the City, stating all subcontractors and suppliers with which Contractor has entered into subcontracts or purchase orders, the type and description of labor, service or materials being provided, the aggregate amount payable to each such subcontractor and supplier in the current application for payment, any retention of funds, including the current disbursement, amounts paid to date, the then-current amount due each such subcontractor and supplier, and the balance due each such subcontractor and supplier after payment.

3. Any inspection reports, architectural certificates with respect to the stage of completion of the Project, and such other proof as the City may reasonably require establishing that construction progress has been made in compliance with the plans and specifications.

4. The current status of accounts of Contractors and its subcontractors, materialmen, and laborers furnishing labor, materials, or services in the construction of the Project.

City will not be obligated to make the last disbursement to Contractor unless and until it has received the following documentation:

A. If the scope of work as outlined in Attachment B requires a permit by local municipal building, planning, and permit department(s), Contractor must provide written approval by local governmental authorities having jurisdiction of the property that the Project has been completed in accordance with all applicable local laws, rules, ordinances, and regulations.

B. Confirmation via inspection by HARRP that the Project has been completed in accordance with the plans and specifications and an executed Attachment K – Contractor’s Warranty on Labor and Materials and Substantial Completion Form and an Attachment I – Final Release of Payment Letter from Contractor.

C. A statement duly executed and acknowledged by Contractor, in form and substance reasonably satisfactory to the City, listing all subcontractors and suppliers with which Contractor has entered into subcontracts or purchase orders (Attachment B-1 – Subcontractor/Supplier List), the type and description of labor, service or materials being provided, the aggregate amount payable to each such subcontractor and supplier in the current application for payment, any retention of funds, including the current disbursement, amounts paid to date, the then-current amount due each such subcontractor and supplier, and the balance due each such subcontractor and supplier after payment.

D. If applicable, a satisfactory Wood Destroying Organism (WDO) Report from a licensed pest control agency, Lead Clearance test, Asbestos remediation, or other environmental test required by the federal funding regulations.

E. Verification that Owner was provided a Contractor’s Warranty on Labor and Materials for any equipment, appliances, and warranted materials installed under this Agreement in Attachment K.

ARTICLE 9. LIENS

Contractor shall not place a lien on the Housing Unit and will only look to the City for payment for Work.

Placement of a lien on a Housing Unit by Contractor or any subcontractor will be grounds for termination of this Contract for cause.

ARTICLE 10. PERMITS AND INSPECTIONS

Contractor shall apply for all Building Permits and for any other permits required by a Job Order. Separate Building Permits shall be required for each Housing Unit. Contractor shall be responsible for scheduling all City inspections.

All necessary inspections by the City’s Development Services Department for Building Permits must have occurred in order for final inspection of the Work by the City’s Neighborhood Services Department inspectors to be scheduled. Work must pass final inspection by both Development Services Department inspectors for Building Permits and Neighborhood Services Department inspectors for all Contract and federal requirements for the Work.

ARTICLE 11. CITY INSPECTION AND ACCEPTANCE OF WORK

Inspection and acceptance of any Work shall be as stated in a Job Order in accordance with the Contract Documents. Work must pass visual inspection and/or any applicable Lead Hazard Control clearance test as required by federal and state laws and be approved by inspectors from both the Planning and Development Department for Building Permits and the City’s Neighborhood Services Department for all Contract and federal and state law requirements.

City reserves the right to perform inspections of the Work at any time, and any inspections performed by City or by others on behalf of City shall be for City’s sole benefit. The presence or absence of a City inspector does not relieve Contractor from any Contract requirement, and no inspector is authorized to change any term or condition of the Job Order or of the Contract Documents without the City’s written authorization. Quality control for the Work is the responsibility of Contractor. Contractor shall, without charge, replace or correct Work found by City not to conform to the Job Order or Contract requirements unless City consents to accept the Work with an appropriate adjustment in the Job Order price.

ARTICLE 12. WARRANTY OF CONSTRUCTION AND MATERIALS

Contractor shall warrant that Work conforms to the Job Order and is free of any defect in material, design furnished, or workmanship performed by the Contractor or any of its design professionals, subcontractors or suppliers at any tier. All Work shall be warranted for a minimum of 1 year from the date of final acceptance of the Work.

All repairs or replacement shall be at no cost or charge to City or the Owner or occupant, whether or not the materials are guaranteed by the manufacturer or supplier.

The warranty shall not be construed to limit or in any way modify any warranties or guarantees placed upon any materials, fixtures or devices by their manufacturers, or any components for which a longer period of warranty is required in this Contract.

Contractor shall furnish the Owner with all manufacturers' and suppliers' written guarantees, warranties and operating instructions covering materials furnished under this Contract, together with any documentation required for validation, prior to receipt of final payment.

The warranties described in this section shall extend to and benefit subsequent Owners of the Property, if any, to the extent a subsequent Owner acquires the Property during the periods in which the warranties are still in effect, and Contractor hereby consents to the assignment of this warranty by the current Owner to such new Owner. The Contractor warrants that to the extent additional damage to the Property results from Contractor’s failure to respond timely to valid complaints by the Owner or subsequent Owners, such additional damage shall be repaired by Contractor and is also subject to the warranty contained in this section. Establishment of the correction periods as described in this section relates only to the specific obligation of the Contractor to correct the work, and has no relationship to the time within which the obligation to comply with this Agreement may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the work under this paragraph.

ARTICLE 13. DELAYS AND EXTENSION OF TIME

Contractor may be granted an extension of time because of change orders, or because of unforeseeable conditions that are deemed by City in its sole discretion as being beyond Contractor’s control and which constitute a justifiable delay. Requests for extensions of time must be made in writing no later than 2 calendar days after the occurrence of the delay. Any additional time allowed shall be at no cost to City. Any additional expenses incurred because of Contractor error as deemed by City in its sole discretion, including but not limited to, additional occupant relocation expenses and clearance sampling analysis, will be paid by Contractor.

Except in an emergency endangering life or property, Owner and Contractor expressly agree that no material changes or alterations in the description of work or price provided in this Agreement shall be made without a prior written order signed by City by using Attachment J – Change Order Form. The amount paid pursuant to this Agreement, time for performance, and changes to materials, specifications, or other provisions in Attachment B may be changed only by a change order approved by City. No extra costs will be paid to Contractor if it has neglected to evaluate properly the extent of the rehabilitation work.

ARTICLE 14. RELATIONSHIP OF PARTIES

Contractor shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of City. Contractor shall have exclusive control of, and the exclusive right to control the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Contractor, its officers, agents, employees and subcontractors, and the doctrine of respondeat superior has no application as between City and Contractor.

ARTICLE 15. NO THIRD PARTY BENEFICIARIES

This Contract shall inure only to the benefit of City and Contractor and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Contract. Each Party shall be solely responsible for the fulfillment of its own contracts or commitments.

ARTICLE 16. SUSPENSION AND TERMINATION

A. Suspension

1. City may suspend the Contract for 30 days and no new Job Orders will be assigned if the following occur 3 or more times:

a. Contractor fails to provide adequate supervision at the Housing Unit.

b. Contractor fails to obtain appropriate permits and inspections.

c. Contractor fails to meet all safety requirements herein, in particular Attachment A-1.

d. Contractor fails to correct deficient work within 2 days as required in Article 2.

e. Contractor fails to comply with any term of the Contract Documents.

2. City shall provide Contractor written notice of each occurrence in which Contractor has failed to comply with the terms of this Contract. After Contractor has been sent 3 written notices, City may send a notice of 30-day suspension of this Contract to Contractor.

B. Termination for Convenience

City may terminate this Contract without cause with 30 days written notice to Contractor.

Termination of this Contract and receipt of payment for services rendered up to the date of notice of termination are Contractor’s only remedies for the City’s termination for convenience. Contractor waives any claim (other than its claim for payment for services rendered up to the date of notice) it may have now or in the future for financial losses or other damages resulting from the City’s termination for convenience.

C. Termination for Cause

1. City may terminate this Contract for cause for Contractor’s default, failure or inability to perform, failure to comply with any of the terms herein, or for other good cause including substandard work. Substandard work shall be defined as material or workmanship that deviates from or falls short of construction standards and practices.

2. Contractor shall be given written notice specifying the portions of the Contract in which Contractor is in default and will be given 15 days to cure the default. The notice of default shall also state the effective date of termination if the default is not cured.

3. If Contractor has not cured the default by the date specified, then City shall terminate the Contract on the date of termination. Contractor shall stop work on the date of termination.

Contractor shall not receive any compensation for any Work performed after the date of termination.

D. Termination does not terminate any provisions of this Contract that have been expressly noted as surviving the Contract’s term or termination. Termination shall not affect or terminate any of City’s existing rights against Contractor or which may thereafter accrue because of Contractor’s default.

E. Unless otherwise specified elsewhere in this Contract, the rights and remedies contained herein are not exclusive, but are cumulative of all rights and remedies which exist now or in the future.

ARTICLE 17. WAIVER

No waiver by either Party of any default or breach of any term, covenant or condition of this Contract shall operate as a waiver of any future breach or other default, whether of a like or different character or nature.

ARTICLE 18. SEVERABILITY

If any part of this Contract is for any reason found to be unenforceable, all other parts remain enforceable unless the result materially prejudices either Party.

ARTICLE 190. WRITTEN AGREEMENT ENTIRE CONTRACT

This written instrument and the Attachments and Exhibits attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitutes the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and must be executed by each Party to this Contract.

ARTICLE 20. GOVERNING LAW AND VENUE

This Contract shall be governed by and construed and enforced in accordance with the laws of the State of Texas. The Parties agree that any action with respect to this Contract may only be brought in a court of competent subject matter jurisdiction located in Tarrant County, Texas.

ARTICLE 21. INDEMNIFICATION

CONTRACTOR COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS

AND DEFEND, AT ITS OWN EXPENSE,CITY, ITS OFFICERS, AGENTS, SERVANTS AND

EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT

OF THE PERFORMANCE OF THIS CONTRACT, WHETHER SUCH CLAIMS ARISE OUT OF

CONTRACT OR TORT, SUITS FOR PROPERTY, WHETHER REAL OR PERSONAL, LOSS OR

DAMAGE, PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF

WHATSOEVER KIND OF CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN

CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE WORK AND SERVICES TO BE PERFORMED

HEREUNDER BY CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS,

LICENSEES OR INVITEES, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED

NEGLIGENCE OF THE OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,

SUBCONTRACTORS, LICENSEES AND INVITEES OF THE CITY; AND CONTRACTOR DOES

HEREBY COVENANT AND AGREE TO ASSUME ALL LIABILITY AND RESPONSIBILITY OF THE

CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FOR ANY AND ALL CLAIMS OR

SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO

ANY AND ALL PERSONS, OF WHATSOEVER KIND OF CHARACTER, WHETHER REAL OR

ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE WORK

AND SERVICES TO BE PERFORMED HEREUNDER BY CONTRACTOR, ITS OFFICERS, AGENTS,

EMPLOYEES, SUBCONTRACTORS, LICENSEES OR INVITEES, WHETHER OR NOT CAUSED, IN

WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE OFFICERS, AGENTS, SERVANTS,

EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES AND INVITEES OF THE CITY.

CONTRACTOR LIKEWISE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY AND

HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURIES, DAMAGE, LOSS OR

DESTRUCTION TO PROPERTY OF CITY DURING THE PERFORMANCE OF ANY OF THE TERMS

AND CONDITIONS OF THIS CONTRACT, WHETHER ARISING OUT OF OR IN CONNECTION WITH

OR RESULTING FROM, IN WHOLE OR IN PART, ANY AND ALL ALLEGED ACTS OR OMISSIONS

OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,

LICENSEES, INVITEES OF CITY. CONTRACTOR LIKEWISE COVENANTS AND AGREES TO, AND

DOES HEREBY, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OWNER AND CITY FROM

LIABILITY AND THIRD PARTY CLAIMS FOR UNPAID WORK, LABOR, OR MATERIALS WITH

RESPECT TO CONTRACTOR’S PERFORMANCE UNDER THIS AGREEMENT, INCLUDING WITHOUT

LIMITATION BODILY INJURY, DEATH, PROPERTY DAMAGE, SICKNESS, DISEASE OR LOSS AND

EXPENSE.

IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH CONTRACTOR AND CITY, THAT THE

INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY CONTRACTOR TO

INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY’S OWN NEGLIGENCE,

WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE

INJURY, DAMAGE OR DEATH.

CONTRACTOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS

AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS

TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO

PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS

CAUSED BY CITY’S SOLE OR CONCURRENT NEGLIGENCE.

CONTRACTOR SHALL REQUIRE ALL OF ITS SUBCONTRACTORS TO INCLUDE IN THEIR

CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN

SUBSTANTIALLY THE SAME FORM AS ABOVE.

ARTICLE 22. SURVIVAL

Contractor shall remain obligated to City under all clauses of this Contract that expressly or by their nature extend beyond termination of this Contract, including but not limited to the warranty and indemnity provisions.

ARTICLE 23. LITIGATION AND CLAIMS

Contractor shall give City immediate notice in writing of any action, including any proceeding before an administrative body, filed against Contractor in conjunction with this Contract. Contractor shall immediately furnish to City copies of all pertinent papers received by Contractor with respect to such action or claim.

Contractor shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law.

ARTICLE 24. CHANGES AND AMENDMENTS TO LAW

Any changes in the terms of this Contract which are required by a change in state or federal law or regulation is automatically incorporated herein effective on the date designated by such law or regulation. Except as otherwise specifically provided herein, any other changes to the terms of this Contract shall be by amendment hereto in writing executed by the Parties.

ARTICLE 25. PARAGRAPH HEADINGS FOR REFERENCE ONLY; NUMBER

The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When the context requires, singular nouns and pronouns include the plural.

ARTICLE 26. CONTRACT CONSTRUCTION

The Parties acknowledge that each Party and, if it so chooses, its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Contract or any amendments or exhibits hereto.

ARTICLE 27. CONTRACTOR HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT

Contractor represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required.

ARTICLE 28. NO BOYCOTT OF ISRAEL

If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.

ARTICLE 29. IMMIGRATION NATIONALITY ACT

Contractor 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 City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor 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 Contractor employee who is not legally eligible to perform such services.

CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,

LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR,

CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS,

OR LICENSEES.

City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor.

ARTICLE 30. PROHIBITION ON BOYCOTTING ENERGY COMPANIES

Contractor 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, Contractor certifies that Contractor’s signature provides written verification to City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement.

ARTICLE 31. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION

INDUSTRIES.

Contractor 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, Contractor certifies that Contractor’s signature provides written verification to City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement.

ARTICLE 32: CONTRACTOR AND SUBCONTRACTOR QUALIFICATIONS

A. Contractor shall familiarize themselves with the quality and quantity of work to be performed and the materials and equipment required. Contractor will make commercially reasonable efforts to work with the City to resolve any complaints.

B. Contractor certifies that all subcontractors will be bound by the terms and conditions of this contract insofar as it applies to their work and that all the warranties contained herein shall apply to all work performed under the Agreement, including that performed by subcontractors.

Contractor will furnish in writing to the City a list of all subcontractors proposed for the Project, as listed in Attachment B-1.

C. Contractor certifies that both Contractor and any subcontractors are licensed, certified and trained to perform the Work. Contractor shall provide proof of all applicable licenses and certificates for itself and for any subcontractors.

D. City must consent to all subcontractors. Contractor will not assign this Agreement to any other

Contractor without the prior written consent of the City. Contractor and any subcontractors may not be debarred or suspended from performing work by any local, state or federal If Contractor or any subcontractors have been debarred, suspended or are not properly licensed or certified, this Contract shall automatically terminate.

E. At the direction of City, Contractor will replace any subcontractor who is not satisfactorily performing its work on the Project.

F. All necessary licenses and certificates shall be maintained throughout the Contract term. City shall have no responsibility or liability to determine the legitimacy, quality ability or good standing of any subcontractor.

G. If specified in the work order, all Work must be performed using Lead Safe Work Practices, and with appropriately trained and certified staff, as defined by HUD and EPA under the Lead-safe Housing Rule and the EPA Renovation and Repair Rule.

ARTICLE 33: SECURITY AND INDENTIFICATION

A. All Contractor personnel shall be legally authorized to work in the United States of America. If requested, Contractor shall provide I-9 forms for each individual assigned to the Contract, and documentation supporting the submission of said forms. If requested, Contractor shall provide any “No-Match” letters from the Social Security Administration.

B. If requested, a complete list of the Contractor's personnel, including driver’s license and social security numbers, will be provided to City. The same information shall be provided prior to the assignment of a new employee if requested by City.

C. Contractor shall issue an identification badge to Contractor personnel identifying the worker and such identification badge shall be visibly worn at all times during the performance of Work.

In addition, Contractor Personnel shall wear uniforms which identify their employer.

ARTICLE 34: INTOXICANTS AND ILLEGAL DRUGS

The use of any kind of intoxicants or illegal drugs by Contractor Personnel while performing Work or Contractor Personnel bringing intoxicants or illegal drugs onto the Work site shall constitute grounds for termination of this Contract for cause by City.

ARTICLE 35: BACKGROUND INVESTIGATIONS

Contractor shall perform a criminal background check on all Contractor Personnel prior to them entering a Housing Unit or performing any Work. Contractor shall ensure that no Contractor Personnel with criminal convictions, felonies or pending criminal hearings will be assigned to perform Work under this Contract. If requested, Contractor shall provide copies of background checks on Contractor Personnel.

ARTICLE 36: DRUG SCREENING

Contractor shall perform drug screenings of all Contractor Personnel and if requested, shall provide certification that all Contractor Personnel are drug free prior to their assignment. Additional drug screening may be requested by City and Contractor, at Contractor’s cost shall have such testing performed.

ARTICLE 37: INSURANCE REQUIREMENTS

A. Basic Coverage Lines and Applicable Policy Limits. Insurance coverage(s) required herein are intended to respond to occurrences which may arise from services and/or goods related to this Contractor shall carry insurance in the types and amounts for the duration of this Contract as listed below, and furnish certificates of insurance along with copies of policy declaration pages and policy endorsements as evidence thereof:

i. Commercial General Liability (“CGL”) Insurance $1,000,000 Each Occurrence $2,000,000 Aggregate Limit

The CGL policy shall be the primary insurance with respect to any other insurance afforded the City. It shall have no exclusions or endorsements that would alter or nullify premises/operations, products/completed operations, contractual, personal injury or advertising injury which are normally contained within the policy unless City approves such exclusions in writing.

ii. Automobile Liability

$1,000,000 each accident on a combined single-limit basis, or

$100,000 Property Damage and $250,000 Bodily injury per person and $500,000 Bodily Injury per person per occurrence.

Coverage shall be a commercial business policy which provides coverage on “Any Auto”, defined as any vehicle owned, hired or non-owned. Specifically, this means coverage on any vehicle used by Contractor Personnel in the course of the providing services under this Contract.

iii. Pollution Insurance

$1,000,000.00 Pollution Insurance

iv. Workers’ Compensation Insurance Statutory Limits Employer’s Liability

$100,000 Each accident/occurrence $100,000 Disease - each employee

$500,000 Disease - policy limit

This coverage may be written as follows:

Workers’ Compensation and Employers’ Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Art. 8308

– 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers’ Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee.

Note: Such insurance shall cover employees performing Work including but not limited to construction, demolition, and rehabilitation. Contractor or its subcontractors shall maintain coverages, if applicable. In the event the respective subcontractors do not maintain coverage, Contractor shall maintain the coverage on such subcontractor, if applicable, for each subcontract.

v. Contractor is responsible for providing City a 30-day notice of cancellation or non-renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage, or otherwise alter or disallow coverage as required herein.

B. Certificates of Insurance and Endorsements effecting coverage required by this Section shall be forwarded to both of the following:

City of Fort Worth Purchasing Division 100 Fort Worth Trail Fort Worth, Texas 76102

City of Fort Worth Neighborhood Services Department 100 Fort Worth Trail Fort Worth, TX 76102

C. Additional Insurance Requirements

i. The City, its officers, employees and volunteers shall be named as an Additional Insured. This requirement does not apply to Workers’ Compensation or Automobile policies.

ii. Waiver of rights of recovery (subrogation) in favor of the City of Fort Worth.

iii. The insurers for all policies must be licensed and/or approved to do business in the

State of Texas. Except for workers’ compensation, 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 City’s Risk Management Division. If the rating is below that required, written approval of Risk Management is required.

iv. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage.

v. Unless otherwise stated, all required insurance shall be written on the occurrence basis.

If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the Contract and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the Contract and for 5 years following completion of the service provided under the Contract or for the warranty period, whichever is longer.

An annual certificate of insurance submitted to City shall evidence such insurance coverage.

vi. Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires Contractor to obtain such coverage, the Contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%.

vii. Any self-insured retention (SIR), in excess of…