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Item 4L
CITY OF SOUTHLAKE MEMORANDUM October 28, 2014 TO: Shana Yelverton, City Manager FROM: Kate Meacham, Deputy Director of Community Services 4L-1 SUBJECT: Approve renewal of contract with Crowley Sports Officials for sports officiating & scorekeeping services for an amount not to exceed $130,000 Action Requested: City Council approval of a one-year renewal contract with Crowley Sports Officials for sports officiating and scorekeeping services for an amount not to exceed $130,000. Background Information: The City currently contracts with Crowley Sports Officials to provide sports officiating and scorekeeping services for youth basketball, volleyball, flag football and adult softball. The City has worked with Crowley Sports Officials for the past twelve years and is comfortable with their ability to continue providing quality sports officiating services for City programs. Crowley Sports Officials has confirmed their price will remain the same as the previous contract amount, so no price increase is requested. The cost includes two officials per game for basketball, volleyball, flag football and adult softball; two scorekeepers per game for basketball and volleyball; and an assigner's fee per game for all sports. The current contract expires on November 5, 2014. With this renewal, the contract will be in effect for twelve months from the date of renewal, and allows for up to two additional one- year renewal periods. The agreement requires Crowley Sports Officials to provide proof to the City that all officials and scorekeepers, assigned to City of Southlake programs, have successfully passed a background check prior to being scheduled for any Southlake games. Financial City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Shana Yelverton, City Manager City Council Meeting Date — November 4, 2014 Page 2 of 2 4L -2 Considerations: The FY 2015 budget contains funding for contract services for athletics and recreation programs. The City's costs for these programs are offset 100% by the revenues received from program participant fees. Strategic Link: This item is linked to the City's Strategy Map related to the focus area of Performance Management & Service Delivery and meets the corporate objective to Collaborate with Select Partners to Implement Service Solutions. Citizen Input/ Board Review: City Council consideration November 4, 2014 Legal Review: The contract is a standard form of agreement previously reviewed by City Attorney. Alternatives: Alternatives may include the following: • City Council approval as presented • City Council approval with input as desired • City Council decision not to approve the Contract Supporting Documents: Supporting documents include the following: • Copy of Contract Extension Notification Letter Staff Recommendation: City Council approval of a one-year renewal contract with Crowley Sports Officials for sports officiating and scorekeeping services for an amount not to exceed $130,000. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork SOLVFH1E:= 4L - 3 19 October 20, 2014 Crowley Sports Officiating, Lloyd Moore PO Box 6042 Fort Worth, Texas 76115 Attn: Mr. Lloyd Moore Subject: Contract Extension Notification for Provide Sports Officiating for City of Southlake RFP1208B540RM120014 Dear Mr. Moore, The City of Southlake is extending the contract for Provide Sports Officiating for City of Southlake RFP1208B540RM1200I4. This extension shall become effective November 6, 2014, pending City Council approval (CC Award date } and shall continue in full force based on the terns and conditions of the initial award. You have indicated no increase is requested at this renewal and as such, all pricing, terms and conditions of the original contract shall remain in effect. The terms and conditions proposed and accepted in this renewal agreement are as follows: Payment Terms: Net 30 days (Unless otherwise noted — such as pre- and/or partial payment) Method of Payment: Shall be made by purchasing card or purchase order. Delivery Terms: FOB Destination Delivery Locations: IF STATED IN RFB DOCUMENT Term of Contract: Shall be effective for twelve months from date of renewal, and is eligible for up to two (2) more one (1) year annual renewals. City Contact: RYAN RicGRAIL 817-748-8024 Send all billing to: City of Southlake 1400 Main Street, Suite 440, accounts Payable Southlake, TX 76092 or via email ;: ^, -)-jvT. Other Charges: The City of Southlake is a tax exempt municipal corporation and is exempt from all federal, state, and local sales taxes. All other specifications, terms and conditions shall be as provided in the original procurement documents. No other attachments to or in response to this agreement will be accepted unless approved in writing by the Purchasing Manager or an authorized representative of the City of Southlake. Thank you for participating in our procurement process. Please call 817.748.8312 with any questions. Sincerely, Tim Slifka Purchasing Manager PO, CPPB City of Southlake 1400 Main Street, Suite 440 Southlake, Texas 76092 Fax: 817-748-8048 Contract and Award Accepted: Signed: Mayor John Terrell City of Southlake Date: Attest: Lori Payne, TRI11C City Secretary Approved as to Form and Legalit; : City Attorney 10/20/2014 Ci.southlake.tx.us Mail - Fwd: Contract information. US( L)THLA Timca'_ aiik�. 'fs iti:ra@ .so "4 �'te x.:s> Fwd: Contract information. message Ryan McGrail <rmcgrail@ci.southlake.tx.us> Mon, Oct 20, 2014 at 4:08 PM To: Timothy Slifka <tslifka@ci.southlake.tx.us> No increase for crowley Forwarded message From: Lloyd Moore <- > Date: Tue, Oct 14, 2014 at 11:51 AM Subject: Contract information. To: RYAN McGRAIL < Cc: JUNIOR CAMACHO<� ✓�i,_:?:'. ......_.r.�.ix.i�> To all concerned. It is not my intentions to ask for a price increase at this time. We will carry on with the current contract as it is for the upcoming year. September 2014 through September 2015. If there are any further questions please feel free to contact me. Lloyd Moore, president and CEO Crowley Sports Official's. Email address is Crowley my business phone is Sent from my Phone https:llm ail.google.comlmai I/u10!?ui=2&i k=1 dc9780fd9&v1 ew=pt&search=i nbox&th=1492f638060b1 d24&si m 1=1492;638060b1 d24 111 ORIGINAL �E� Crrr c CITUYN F SOU " ET SC Council Action Ord./Res. Igo. _ _ Date Approved { -o s L0 B ` October 21, 2013 Crowley Sports Officiating, Lloyd Moore PO Box 6042 Fort Worth, Texas 76115 Attn: Mr. Lloyd Moore Subject: Contract Extension Notification for Provide Sports Officiating for City of Southlake RFP1208B540RM120014 Dear Mr. Moore, The City of Southlake is extending the contract, pending City Council approval, for Provide Sports Officiating for City of Southlake RFP1208B540RM120014, copy included for Fiscal Year 2014. This extension shall become effective November 6, 31613 -2014 pending City Council approval (CC Award date It and shall continue in full force based on the terms and conditions of the initial award. As a condition of contract renewal, a price adjustment may be requested by the vendor and considered by the City. You have indicated in your original proposal submission no increase would be requested at this first renewal and as such, all pricing, terms and conditions of the original contract shall remain in effect. The terms and conditions proposed and accepted in this renewal agreement are as follows: Payment Terms: Net 30 days (Unless otherwise noted — such as pre- and/or partial payment) Method of Payment: Shall be made by purchasing card or purchase order. Delivery Terms: FOB Destination Delivery Locations: IF STATED IN RFB DOCUMENT Term of Contract: Shall be effective for twelve months from date of renewal, and is eligible for up to three (3) more one (1) year annual renewals. City Contact: MIKE REASONER 817-748-8603 Send all billing to: City of Southlake 1400 Main Street, Suite 440, Accounts Payable Southlake, TX 76092 or via email accountspayable&i.southlake.ix.us Other Charges: The City of Southlake is a tax exempt municipal corporation and is exempt from all federal, state, and local sales taxes. All other specifications, terms and conditions shall be as provided in the original procurement documents. No other attachments to or in response to this agreement will be accepted unless approved in writing by the Purchasing Manager or an authorized representative of the City of Southlake. Thank you for participating in our procurement process. Please call 817.748.8312 with any questions. Sincerely, S!'2• i_- Tim Slifka Purchasing Manager, 0. CPPB City of Southlake 1400 Main Street, Suite 440 Southlake, Texas 76092 tslillcaCaa ci.southlake.tx.us Fax:817-748-8048 Contrac ward 1 cc Signed: Mayor John Terrell City of Southlake Date: 11 —16 -ao x 3 '�ql{711111l11rrf' 1� '' ii % rc ' t =� Attest: Cl) • s z Alicia Richardson, TRMC%, , City Secretary •'��r�r tltl��c+��R Ap ve s t arm 4andLe ity: Ciiy Attorney �/ ORIGINAL DOCUMENT .., CITYf�F SOU Ae ►C,JT -H-./U<E CoG.ci1 Action: Y N Ord./Res. No.� Date Approved October 18, 2012 Crowley Sports Officiating, Lloyd Moore PO Box 6042 Fort Worth, Texas 76115 Attn: Mr, Lloyd Moore Subject: RFP1208B540RM120014 Provide Sports Officiating for City of Southlake Dear Mr. Moore: The City of Southlake is pleased to inform you that Crowley Sports Officials, Lloyd Moore, of Fort Worth, Texas is the awarded vendor for "RFP1208B54DRM120014 Provide Sports Officiating for City of Southlake". The award and this agreement are based on your proposal to the City, copy enclosed. This is a single vendor award contract. Your company's award is attached. This award was approved by the City of Southlake City Council on 1 I -(. -!2. . The terms and conditions proposed and accepted in this agreement are as follows: Payment Terms: Net 30 days (Unless otherwise noted — such as pre- and/or partial payment) Estimated Quantities: The City does not guarantee to purchase any minimum or maximum quantity but does contemplate purchasing the awarded items exclusively during the term of the contract from the successful vendors. Method of Payment: Shall be made by City procurement card or purchase order Delivery Terms: FOB Destination Delivery Locations: Vendor Delivery or City employee pick-up. Term of Contract: The term of awarded contract shall remain in effect for twelve months from date of award and is eligible for up to four (4) one (1) year annual renewals. City Contact: Ryan McGrail 817-748-8024 Send all billing to: City of Southfake 1400 Main Street, Suite 440, Accounts Payable Southlake, TX 76092 or via email to accountspayableCZa ci.southlake.tx,us Other Charges: The City of Southlake is a tax exempt municipal corporation and is exempt from all federal, state, and local sales taxes. All other specifications, terms and conditions shall be as provided in the original procurement documents. No other attachments to or in response to this agreement will be accepted unless approved in writing by the Purchasing Manager or an authorized representative of the City of Southlake. Modifications have been made to the following line items as listed on proposal document. Line Item # 1-9 addition official shall be at single official unit cost or less. Item # 10 scheduling fee shall be assessed on a per game basis at a rate of one dollar seventy five ($1.75) per game. No other modifications are requested. Thank you for participating in our procurement process. Please call 817-748-8312 with any questions. Sincerely, f �+�lilllll,ff Tim Sfiika Purchasing Manager, CPPB City of Southlake �r?r'` `•, a� 1400 Main Street, Suite 440 Southlake, Texas 76092� tslifka ci.southlake.tx.u5 Attest: ■ % cA Phone: 817-748-8312 Fax: 817-748-8048 = c) `s ■ Alicia Richardson, TRMC •., ,; Contract and Award Accepted: City Secretary 1. Signe Date: OV Approved a/�Fo nd Legal' Mayor John Terrell City of Southlake City Attorney v 1400 Main Street, Suite 440 Southlake, Texas 76092 CITY OF SOUTHLAKE BID TABULATION FORM Form Prepared By: Tim Slifka for Parks Date Prepared: 10-17-2012 Contact Name: Contact Number: Physical Address: ITEM Description: DEPARTMENT: Finnnee for Parka PROPOSAL WE: gnuzoi2 RFP #: 12M654ORM120014 Name of Vendor Crowley Sports Officiating NO RESPONSE FROM: Lloyd Moore Fort Worth Basketball 017-706-4963 Offidais Assoc. No Hubs Found. SecureBid Views - 23. PO Box 6042 Fart Worth, Texas 76115 Item L 6U Basketball (I Official) $25 Each $ 1,250.00 Item 2. BU Basketball (2 Officials) $22 Each $ 13,200.00 Item 3. 10V Basketball (2 Officials) $24 Each $ 14,400.00 Item 4. 12U Basketball (2 Officials) $24 Each $ 9,600.00 item 5. 14V Basketball (2 Officials) $24 Each $ 7,200.00 Item 6. Volleyball (2 Officials) $23 Each $ 18,400.00 Item 7. jFloq Football (2 Officials) $24 Each $ 19,200.00 Item B. Adult Softball (2 Officials) $24 Each $ 7,200.00 Item 9. Scorekeepers (Basketball and Volleyball) $12 Each $ 33,600.00 Item 10. lof Other Vendor Charges - Scheduling Fee Per Game Fee $1.75 $ 5,862.50 Item 11, First Additional Year EscokrHon 0.00% Item 12, Second Additional Year Escalation 1.00% item 13. Third Additional Year Escalation 1.aay. Item 14_ Fourth Additional Year Escalation 1.00% Total: $ 129,912.50 Total All Years: $ 657,409.37 NOTE TO PURCHA5ING MANAGER: Optional Additional Official at Unit Cost or Lower Per Mr. Moore. Only one proposal submitted. Proposal was odvertised in the Star Telegram, listed on City of 50uthlake website and listed on SecureBid.Com. Request award to CROWLEY SPORTS OFFICIALS - LLOYD MOORE for the fallowing reason(s): Lc:v Bid Delivery Time _C_ Other BEST VALUE 4L-7 dEr4QL - 8 $EP 2 8' =2012 Appendix B — Proposal , Submittal Checklist: (To determine validity of proposal) '�;CffYSE� . ` -. t Appendix R (pages _12_ through —21 j must be included in the proposal sahmitts�h, I�;R_ i �j 21 roust be included in theproposal submittal.'` '1 ____Appendix C Conflict of interest Form (pageJ MR MP'l e aI I I I Q4 i RFP'Nnmbelri RFP1208B540RM120014 PROVIDE SPORTS OFFICIATING FOR CITY OF Project Titl`e• SOUTHLARE Submittal Deadlines SEPTEMBER 28 2012 3:00 PA. (CST) FRIDAjT , 'Submit City Secretary's Office 1400 Main Street, Suite S bltiiit` ' rvww•securebidusaxom hard°- copies tom: ` 270 . elec#ronica *to *Requires email account Southlake, TX 76092 login and password. 81 748-8016 pro oser Info Pt d oser's lJ [ Natnz: /Oyd M &0 r% d Jif Addiesa: [Q & Q , State ZiP le Federal Employers Identiiicatiott Numbei * Phone,`Vtmilker: ! i r LQII L Fax amber' &Mail Address: er _�ittitho . o 1, the undersigned, have the ar#thei ity: to mecuto this' Proposal-in:its entirety as submitted and enter into a contract on behalf of the Proposer. Pm- tedNMe.rnOPosrtonnfAuihnnzed.UPresea3etive: Signature okAuthorized Repmsenta ive. Signed tii. .._ldaY) of I learned of this Request for Proposals by the following means: ❑ Newspaper Advertisement City E-mail Notification ❑ Southlake Website ❑ Cold Call to City ❑ Mailed Me a Copy ❑ other ❑ SecureBid City of Southlake - RFP1208BS40RM120014 - Page 12 of 22 4L - 9 Appendix B — Proposal (conttnn:d) 1. REQUIRED PROPOSAL INFORMATION. IN ORDER FOR A PROPOSAL TO BE CONSIDERED COMPLETE, AND TO BE EVALUATED FOR A CONTRACT A 1-YARD BY THE CITY, PROPOSER MUST SUBMIT ALL OF THE FOLLOWING INFORMATION: 1. Proposed Products and/or Services A. Product or Service Description: Proposers should utilize this section to describe the technical aspects, capabilities, features and options of the product and/or service proposed in accordance with the required Scope of Services as identified in Appendix A. Promotional literature, brochures, or other technical information may be used. B. Additional Hardware Descriptlons: Proposers should also include in this section a detailed description of what additional hardware and/or software, if any, would be required by the City in order to fully utilize the goods and/or services proposed. C. Guarantees and Warranties: Each Proposer shall submit a complete copy of any warranties or guarantees provided by the manufacturer or Proposer with the Proposal submitted. D. Project Schedule/Delivery Date: Proposer must provide a project schedule noting all projected completion dates for segments of the Project, from start-up to completion, and all delivery dates for goods covered by the RFP. The Proposal must show the number of days required to deliver and install the product or equipment after the receipt of the City's Purchase Order. 2. Cost of Proposed Products and/or Services A. Pricing: Pricing shall reflect the full Scope -of Services defined herein, inclusive of all associated cost for delivery, labor, insurance, taxes, overhead, and profit. B. Schedule of Pricing: Proposer shall quote unit pricing in accordance with the itemized listing of products or contract segments stated in the Scope of Services and using the following format; Item # Quantity Description of Unit Cast Optional Third Extended Services Official Price dU Basketball (1 //�� hh 60. 50 1. 50 Official $ d.6 Per Ea. NA $ d 2. 300 8U Basketbali (2 Officials $ OV�Per Ea. $ Per £a. rr $ ! 0o IOU Basketball (2 i 3. 300 Officials) $ Per Ea. $ Per Ea. $ 12U Basketball (2 ry �j q GO.00 4. 200 Officials $Ci Per Ea. $ Per Ea. $ 14U Basketball (2 00 do 5_ 150 Officials $ Per Ea. $ Per Ea. $ 1 -Z • Volleyball /� �U. QU G. 400 2 Officials $ dcJ Per Ea. $ Per Ea. $ r 0 7 Flag Football IMPer 7. 400 2 Officials Ea. $ Per Ea. City of Southlake RFP120SB54ORM120014 - Page 13 of 22 4L-10 8. 150 Adult Softball 2 Officials �j $ QS Per Ea. $ Per Ea. /� /� qrf $V U . t!v 9. 1400 Scorekeepers (Basketball and Volleyball S' off. Per Ea. NA 10. Per Ea. Other ender ges. PpIme Describe: fz l raZ, W 11. Per Ea. Other Vendor Charges. Please Describe: $ 12_ Per Ea. Other Vendor Charges. Please Describe: $ Total All Lines $ ,: 3. Term of Contract and Option to Extend Any contract resulting from this RFP shall be effective for twelve months from date of ward. The City anticipates that contract shall be renewed pursuant to the availability of funds and at the discretion of the City. The following clauses shall be included in the contract: A. Option Clause: It is agreed that City will have the option to extend the contract for up to four (4) additional years, in one-year intervals- To exercise this option, the City shall serve notice 30 days prior to contract termination or to the end of any one-year extension. The Option to Extend will not be considered if funding is unavailable or if the contractor's past performance is not within the industry standard. B. Escalation Clause: Should market conditions prevail which dictate an increase, the successful contractor may submit documentation requesting permission to increase pricing no later than 30 days after receiving notice from the City of its intent to extend the agreement. Escalation may only occur at the time of renewal and only upon securing the approval of the City in writing. Requests for price adjustments must be solely for the purpose of accommodating an increase in the contractor's cost, not profits. Vendors shall show in this quote their anticipated percent of escalation if/when the option to extend is exercised. The percent quoted will be a maximum. In addition, the percentage proposed will be a factor in determining the best value to the City. It is the average price over the period of the contract that will be the price factor considered in the evaluation of this quote. Quotes in which negative or no escalation is shown will be considered as 0% escalation. C. Price increases Upon Extension: if approved by the City, the Contractor shall modify the rates charged by the Contractor to reflect any changes shown in the comparative statement delivered to the City. The maximum increase allowed under this provision shall be four percent (40/6) per year. The City shall have authority, in its reasonable discretion, to determine the validity of any change in Contractor's rates. City cannot exercise the Option to Extend with any price increases unless the Vendor completes the section of the Quote requesting anticipated percentage of annual escalation. FIRST ADDITIONAL YEAR (FY 2013-2014) ESCALATION ........................... 0 % SECOND ADDITIONAL YEAR (FY 2014-2015) ESCALATION ................. -J—% THIRD ADDITIONAL YEAR (FY 2015-2016) ESCALATION ......................... FOURTH ADDITIONAL YEAR (FY 2016-2017) ESCALATION ...................... % City ofSouthlske RFP120SB540RM120014 - Page 14of22 4L-11 4. Proposer's Experience / Staff A. Pr ject Team: Identify all members of the Proposer's team (including both team members and management) who will be providing any services proposed and include information which details their experience. B. Removal or RpWacement of Staff If an assigned staff person must be removed or replaced for any reason, the replacement person must be approved by City prior to joining the project. C. Bpsiness .Establishment: State the ntunber of years the Proposees business has been established and operating. If Proposees business has changed names or if the principals operating the business operate any similar businesses under different names, or have operated any other businesses or changed the legal status or form of the business within the last five (5) years, all names, of predecessor business names, affiliated entities, and previous business entities operated by the principals, if different than present, must be provided; S e e number of years experience the business has: _; and the number of employees: D. PIRiect Related Experience: All Proposals must include detailed information that details the Proposer's experience and expertise in providing the requested services that demonstrates the Proposer's ability to logically plan and complete the requested project. stc A7rAcN� City of Southlaire RFP1208854ORM120014 Page 15 of 22 4L-12 D. Project Related Experience: Crowley Sports Officials is the current vendor for the Southlake Park and Recreations Program. We begin working with the City of Southlake in 2002. The officials attend classes in each sport before the beginning of each season. We teach NCAA rules, National Federation rules, and TAAF rules in all related sports. We have participated in TAAF basketball tournaments, MAYS tournaments, and Basketball Congress International tournaments. Crowley Sports Officials Is contracted to perform services in public, private, Christian, and Perochial schools throughout the Dallas /Fort Worth area. Crowley Sports Officials officiates the following sports: Basketball, football, soccer, volleyball, baseball and softball. These games range from elementary through high school varsity. As owner and founder of Crowley Sports Officials, I started officiating in 1983. My officials experiences range from first year up to 25 years. We have regular training classes to keep current with the rules and all changes for any given sport. Ryan McGrail and his staff have attended some of our training classes. ADDITIONAL REFERENCES: Ryan McGrail — City of Southlake Park and Recreation Junior Camacho — City of Southlake Park and Recreation 4L-13 5. References Proposer shall provide four (4) references where Proposer has performed similar to or the same types of services as described herein. Reference #l: Client / Company Name: 0 i !J'� d k..�. f► o Contact Namp�e: Contact Tile: III III ��I III IF Uae. Phone: Q J 7—,5 0! � � bmai 1:. Date and &000scope o W rk Pr�vi ` kAj aof W1. Y Reference #2: Client / Company Name: Confac Name: Contact Titl Phone: �Q ail:r Date and Scope of W r Provided: """ jj Reference #3: Client! Company Name: Co Name: Contact Title: Aa Phone: {„/' _ 1► I.j ii Date and Scope of Prgvid Q r Reference #4: C / Client / Cy , e: E ism d•o Contact Name: _ J o ae it )7P Te.S 1 �� Phone) q Email:7- Pid -Y•- Date and Scope of yyvvork Provided: a(C) City of Southlake - RFP1208W4t1RM120014 Page 16 of 22 4L-14 5. Trade Secrets and/or Confidential Information Trade Secrets and/or Confidential information: This proposal _ (does) _ (does not) contain Trade secrets and/or confidential information. tf applicable, describe such trade secrets and confidential information, and the basis for your assertion that such material qualifies for legal protection from disclosure. 7. Federal, State and/or Local Identification Information A. Centralized Master Bidders List registration number: B. Prime contractor HUB / MWBE registration number: C. An i Number: Nub �ropos�A -propnetor must also enter the Proposer's Social Security Number # t jj,] IL CONTRACT TERMS AND CONDITI011 EXCEPT WHERE PROPOSER MAKL7S SPECIFIC EXCEPTION IN THE SUBMITTED PROPOSAL, ANY CONTRACT RESULTING FROM THIS RFP WILL CONTAIN THE FOLLOWING TERMS AND CONDITIONS♦ WHICH PROPOSER HEREBY ACKNOWLEDGES, AND TO WHICH PROPOSER AGREES BY SUBMITTING A PROPOSAL: Delivery of Products and/or Services A. Payment Terms: Unless otherwise specified in the Scope of Services or otherwise agreed to in writing by the City, payment terms for the City ate Net 30 days upon receipt of invoice. B. Warranly of Products and Services : All products furnished under this contract shall be warranted to be merchantable and good quality and fit for the purposes intended as described in this Proposal, to the satisfaction of City and in accordance with the specifications, terms, and conditions of the Scope of Services, and all services performed shall be warranted to be of a good and workmanlike quality, in addition to, and not in lieu of, any other express written warranties provided. C. L to Delivery or Performance: If Proposer fails to deliver acceptable goods or services within the timeframes established in the Project Schedule, the City shall be authorized to purchase the goods or services from another source and assess any increase in costs to the defaulting Proposer, who agrees to pay such costs within ten days of invoice. D. Title to Goods and Risk of Loss: For goods to be provided by Proposers hereunder, if any. the title and risk of loss of the goods shall not pass to City until City actually receives, takes possession, and accepts the goods and the installation of such goods, has tested the system, and determined that it is in good and acceptable working order. 2. Miscellaneous A. Independent Contractor: Proposer agrees that Proposer and Proposer's employees and agents have no employer -employee relationship with City. Proposer agrees that if Proposer is selected and awarded a contract, City shall not be responsible for the Federal Insurance Contribution Act (FICA) payments, Federal or State unemployment taxes, income tax withholding, Workers Compensation Insurance payments, or any other insurance payments, nor will City furnish any medical or retirement benefits or any paid vacation or sick leave. B. Assienments: The rights and duties awarded the successful Proposer shall not be assigned to another without the written consent of the Purchasing Manager. Such consent shall not relieve the assigner of liability in the event of default by the assignee. City of %uthlske - RFP120SB54ORM120014 Page 17 of 22 4L-15 C. Liens: Proposer shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods, and services which may be provided to the City by Proposer or Proposer's vendor(s), and if the City requests, a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. D. Gratuities / Bribes: Proposer certifies that no bribes in the form of entertainment, gifts, or otherwise, were offered or given by the successful Proposer, or its agent or representative, to any City officer, employee or elected representative, with respect to this RFP or any contract with the City, and that if any such bribe is found to have been made this shall be grounds for voiding of the contract E. Financial Participation: Proposer certifies that it has not received compensation from the City to participate in preparing the specifications or RFP on which the Proposal is based and acknowledges that this contract may be terminated and/or payment withheld if this certification is inaccurate. F. Required Licenses: Proposer certifies that he holds all licenses required by the State of Texas for a provider of the goods and/or services described by the Scope of Services herein. G. Authort to Submit Pro al anA E= C c : The person signing on behalf of Proposer certifies that the signer has authority to submit the Proposal on behalf of the Proposer and to bind the Proposer to any resulting contrast. H. Compliance with Applicable Law: Proposer agrees that the contract will be subject to, and Proposer will strictly comply with, all applicable federal, state, and local laws, ordinances, rules, and regulations. 3. Financial Responsibility Provisions A. Insurance: The Proposer, consistent with its status as an independent contractor, shall cant', and shall require any of its subcontractors to carry, at least the following insurance in such form, with such companies, and in.such amounts (unless otherwise specified) as City may require: Worker's Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas; il. Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal Injury, Completed Operations/Products Liability, Premises Liability, Medical Payments, Interest of Employees as additional insureds, and Broad Form General liability Endorsements, for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and .Property Damage on an occurrence basis; iii. Comprehensive Automobile Liability insurance covering all owned, non -owned or hired automobiles to be used by the Contractor, with coverage for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage. B. indemnification: Proposer agrees to defend, indemnify and !told harmless the City, all of its officers, Council members, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages and iiabillties, including reasonable attorneys' fees, court costs and related expenses, arising out of, connected with, or resulting from any acts or omissions of Proposer or any agent, employee, subcontractor, or supplier of Proposer In the execution or performance of this contract without regard to whether such persons are under the direction of City agents or employees. City of Southlake - RFP1208954ORM120014 - Page 18 of 22 4L-16 Appendix C — Form CIQ JNF0XtJtlAr/0N1i~arGA"RVG VE "AV CONFUCTOFfNTERESTQUESTIONNAIRE WHO. A person must frle a conmet of intexcst gtestionnalre wilt the City if the permaa has a employment or business rehitionshlp with an of ww of the City that results in taxable income exceeding S OD during the pmccdmg twelve mt ocith period, or an officer or a member of the offimes fatuity has B=PtW ON with an aggmgate value of more tium $250 during the Previous twelve month period and the person, angages in any of the following aetions: 1, contratts or seeks to coaht.-A fur the sale or purchm of property, goods, or services with the City, including any of the following: a weedier and b%died coatMM. utility purchases, purchase order.% audit rand prwchases and any purebase of goods and aarvices by the City; b. contracts for the purcbase or sale of veal property, personal property including an auction of property; C. tax abatement and economic development agreements; 2. subrmtits a bid to sell goods or services, or responds to a request for proposal for services; 3. enters into omgotiations with the City for it contract; or 4. appllcs for a tact abatement mWar economic development incentive that will result in a contract with the Cary. THE !FOLLOWING ARE CONSIT)nM OI TICERS ©y THE CITY: 1 _ Mayor acid City Council Members; 2. CityManager, 3. board and Commission members appointed by the Mayor or City Cm=il mmo nbers; 4. Directors of 4A and 4B development corporatiom; 5. the executive directors or mamtagrss of 4A and 4B development corporations; and b. Directors of the City of Southlake who bavr: authority to sight contruts on behiLlf of the City, EXCLUSIONS: A rluestionoaim sutcmmt need no4 be filed if the money paid to a local goveramtent olTicar vtas a political w--On'bution, a gift to a nnember of tbt officer's famntiy .froth a family member; a contract or purchase of less than S2,5DD or a transaction at a price and subject W.iSVW1dcn4Mke 1R1,ptu1761�nad,reaG)Q,p)26u�,ilnc t'o{cl ur3 City of Southlake - RFP120S 354ORM12©014 - Page 19 of 22 4L-17 to rearms available to the public; a payr mat for food, lodging, transportation or cr* t iMWnt; or a transaction subject W rate or fix regulation by a governmentai entity or ageney. WHAT: A person or business that oonrads with the City or who sacks to contract with the City must fils a "conflict of h t wst gocstionnaire" (FORM CIQ) which is available online at and a copy of which is attaeW to this Guideline. The form contains mandatory 419eOsur+es regarding "er'aployment or business Wationahipe" with a municipal officer. Oifictals may be asked to clarify or interpret various portions of the goestionnaire. WHEM The pemon. or bowlers mist file: 1. the que9tiOnnRim no later than Seven days aRMx the dale the person or business begins eonuaet discussimre or rxgodkions with the amnicipality, or submits on epplicahmy responds to a request for proposals or bids, corregmdewe� or other writing related to a potential cantina or agreement with the Cdy; and 2. an updated questionnaire within seven days after the daft of an went that would make a Turd questionnaire incomplete or iiv ocmate. It does not matter if the sabntrittal of a bid or proposal results in a cornract, The statute requires a vendor to file a FORM CIQ at the time a proposal is submitted or negotiations commence. WHERE: The vender or potential vendor must mail or deliver a completed questionnaire to the Finwze Dot, The dg5tarnraei47w&wnl is regaimd bylaw topW the sta&rw ova tle� t Yy's retainerWok&,L ENFOR :EKFNT: Failure to file a gaestionuirc is a class c mistlem aor PunNhable by a fine not to cxcwd $500, it is an c wgilon to prosecution that the person files a FORM CIQ not blur than seven busiew days aft the; person rweived notice ofa violation. NOTE: The City does not have a duty to ensure that a poison files a eordlict of interest questionnaim w:tsnum�terr r76.nmdnrneetcrct092sM.ax P+gp2 ofa City of Soethinke - MI208B54ORM120014 - Page 20 of 22