HomeMy WebLinkAboutContract 48409 CITYSECRETARY
v014T ACT NO.- 001,`!
AGREEMENT
This AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT
WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise
Counties, Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and
Azure Water Services, LLC d/b/a Water Solutions ("Agency"), an Environmental Water Treatment
Corporation and acting by and through Dennis Tomsheck, its duly authorized President, each
individually referred to as a "party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Product and Services
2. Exhibit A—Statement of Work plus any amendments to the Statement of Work
3. Exhibit B—Payment Schedule
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES.
Agency hereby agrees to provide the City with product and services for the purpose of odor
control products and services. Attached hereto and incorporated for all purposes incident to this
Agreement is Exhibit"A," Statement of Work,more specifically describing the product and services to
be provided hereunder.
2. TERM.
This Agreement shall commence upon execution of contract and shall expire on
January 25, 2018, unless terminated earlier in accordance with the provisions of this Agreement. The
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to three successive one year terms.
3. COMPENSATION.
The City shall pay Agency in accordance to the Bid Sheet Attached on an as needed basis of
Agency personnel who provide product and perform services under this Agreement in accordance with
the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is
incorporated for all purposes herein; however, total payment made under this Agreement by the City for
all product and services shall not exceed requesting department's fund amount for odor control
products and services. Agency shall not provide any additional product or perform any additional
services for the City not specified by this Agreement unless the City requests the additional product and
services and approves in writing the additional costs for such product and services. The City shall not be
liable for any additional expenses of Agency not specified by this Agreement unless the City first
approves such expenses in writing.
4. TERMINATION.
4.1. Convenience.
The City or Agency may terminate this Agreement at any time and for any reason by
providing the other party with 30 days'written notice of termination.
Professional Service Agreement OFFICIAL RECONo mber 1,2016
Azure Water Services,LLC d/b/a Water Solutions
CITY SECRETARY
FT. WORTH, TX
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period
for any payments due hereunder, City will notify Agency 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 the City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
4.3 Breach.
Either party may terminate this Agreement for breach of duty, obligation or warranty with
then (10)days written notice and reasonable time to cure.
4.4 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Agency for product and services actually rendered up to the effective date of termination
and Agency shall continue to provide the City with product and services requested by the City
and in accordance with this Agreement up to the effective date of termination. Upon termination
of this Agreement for any reason, Agency shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement. In the event Agency has
received access to City information or data as a requirement to perform services hereunder,
Agency shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Agency hereby warrants to the City that Agency has made full
disclosure in writing of any existing or potential conflicts of interest related to Agency's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Agency hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. Agency, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Agency shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Agency shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event, Agency
shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Agency agrees that the City 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 of the Agency involving transactions relating to this Contract at no additional cost to the City.
Agency agrees that the City shall have access during normal working hours to all necessary Agency
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Agency reasonable advance notice of
intended audits.
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
Agency further agrees to include in all its subcontractor agreements hereunder a provision to the
effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, 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 of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Agency shall operate as an independent contractor
as to all rights and privileges and work performed under this agreement, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Agency shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Agency acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and Agency,
its officers, agents, employees, servants, contractors and subcontractors. Agency further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Agency. It is further understood that the City shall in no way be considered a Co-employer or a Joint
employer of Agency or any officers, agents, servants, employees or subcontractors of Agency. Neither
Agency, nor any officers, agents, servants, employees or subcontractors of Agency shall be entitled to
any employment benefits from the City. Agency shall be responsible and liable for any and all payment
and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - AGENCY SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANDIOR 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 AGENCY, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - AGENCY HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, 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 AGENCY'S BUSINESS AND ANY RESULTING LOST PROFITS)
ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF AGENCY, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Agency shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Agency under which the assignee
agrees to be bound by the duties and obligations of Agency under this Agreement. The Agency and
Assignee shall be jointly liable for all obligations of the Agency under this Agreement prior to the effective
date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a
written agreement with the Agency referencing this Agreement under which the subcontractor shall agree
to be bound by the duties and obligations of the Agency under this Agreement as such duties and
obligations may apply. The Agency shall provide the City with a fully executed copy of any such
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
subcontract.
10. INSURANCE.
Agency shall provide the City with certificate(s)of insurance documenting policies of the following
minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Agency, its employees, agents, representatives in
the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned
(c) Worker's Compensation-Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per 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
(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 the City
to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City 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 the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102,with copies to the 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 the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Agency has obtained all required insurance shall be
delivered to the City prior to Agency proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Agency agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Agency of any violation of such laws, ordinances,
rules or regulations,Agency shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Agency, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Agency'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 Agency, its personal representatives, assigns, subcontractors or successors in interest,
Agency agrees to assume such liability and to indemnify and defend the City and hold the City harmless
from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To the CITY: To Agency:
City of Fort Worth Azure Water Services,LLC d/b/a Water Solutions
Attn: Jay Chapa,Assistant City Manager Attn: Dennis Tomsheck, President
1000 Throckmorton 280 Callegari Drive
Fort Worth TX 76102-6311 West Haven, CT 06516
Facsimile: (817)392-8654 Phone: (203)932-3655 ext 2006
Fax: (203)933-1751
With Copy to the City Attorney Email: dtomsheck@azurewaterservices.com
At same address
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
r
14. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
15. NO WAIVER.
The failure of the City or Agency to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Agency's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. FORCE MAJEURE.
The City and Agency shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
21. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,which is executed by an authorized representative of each party.
22. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Agency, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
23. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
24. WARRANTY OF SERVICES.
Agency warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)
days from the date that the services are completed. In such event, at Agency's option,Agency shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by the City to Agency for the nonconforming services.
25. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Agency shall
verify the identity and employment eligibility of all employees who perform work under this Agreement.
Agency shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request, provide
City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs
work under this Agreement. Agency shall establish appropriate procedures and controls so that no
services will be performed by any employee who is not legally eligible to perform such services. Agency
shall provide City with a certification letter that it has complied with the verification requirements required
by this Agreement. Agency shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations of this provision
by Agency.
26. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Agency whose name, title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment hereto.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement, collectively, "Work Product" Further, City shall be the sole and exclusive owner of
all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation
or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Agency hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that the City may have or obtain, without further consideration, free from any
claim, lien for balance due, or rights of retention thereto on the part of the City.
[Signature page follows]
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
I TNES WHEREOF, the parties hereto have executed this Agreement in multiples this ly of
, 2016.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: ORGANIZATION:
B B
Y�
Jay Chapa Nh me: rM N T (<.
Assistant City Managertl 1/5)
e:
!Date: 1(1" 6 -),_ Date: [ t Jf 2
APPROVAL RECOMMENDED: APPROVAL RECOMMENDE
By: � '.aBy: 1
Name: ti I'll �po° `` ame: 1 ,r�;6 Tur»shec f�
Title: A-1Title:g� Title: "alrigjn� I� OAklOW
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ATTE T• I ' % � TEST:
By: otU°��c��°°° '' y:
Maryjuetary
ser ,� _ Name: �ctjpAa ccnder� h
City Title: r—
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APPROVED AS TO FORM AND LEGALITY:
By:
uillermo S. Trevino
Assistant City Attorney II
CONTRACT AUTHORIZATION:
MBC: P— I /�& q
Date Approved:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Service Agreement November 1,2016
Azure Water Services, LLC d/b/a Water Solutions
EXHIBIT A
STATEMENT OF WORK
Azure Water Services, LLC d/b/a Water Solutions
Odor Control Services
1.0 Additional Vendor for odor control services to provide components to produce Chlorine
Dioxide. Material shall be suitable for removal of odor from anaerobically digested liquid
sludge from the Village Creek Wastewater Treatment Plant(VCWTP).
2.0 The VCWTP will utilize Chlorine Dioxide to remove odor causing constituents from
anaerobically digested sludge.
3.0 Vendor shall supply Purate and Sulfuric Acid in sufficient quantities to generate a liquid
phase Chlorine Dioxide solution, which will be used to treat VCWTP anaerobically
digested sludge. Current sludge flows average 0.9 Million Gallons per Day (MGD), 625
gallons per minute (gpm), with the possibility of spontaneous shorter duration peak flows
of 1,600 gpm. The Chlorine Dioxide solution will continuously treat the liquid sludge at
specified levels (typically between 50-120 parts per million (ppm) depending on need),
sufficient to minimize odors associated with biosolids land application activities.
4.0 Vendor shall provide unit pricing for costs associated with the following:
4.1 Chemical Only — Chemical vendor shall provide pricing for delivery of
chemicals(s) to the site and offloading into City owned/operated storage tanks.
Chemical vendor shall provide all equipment necessary to affect delivery.
4.2 Chemical & Supporting Equipment Costs—Chemical vendor shall provide pricing
for "turnkey services" including: delivery of chemicals as specified above as well
as storage tank(s)and ancillary equipment(level sensors, meters, dosage control
systems, dosage rates in real time), technical support and
mobilization/demobilization costs. Dosage of Chlorine Dioxide must be based on
real time liquid sludge flows. Dosage may also be based on other factors as well
if it can be determined that those factors help optimize Chlorine Dioxide usage
and provide improved odor performance. System shall be capable of immediately
notifying city and Vendor personnel of high priority alarms.
5.0 Deliveries to be made in 4,000 gallon tanker trucks that comply with Department of
Transportation (DOT) specifications MC-300 or MC-331. Other size tanker trucks may be
utilized if they meet all applicable DOT, State and Federal regulations. Vendor shall state
the capacity(ies)of tanker trucks to be utilized.
6.0 Handling of chemicals shall be performed in accordance with Occupational Safety and
Health Administration (OSHA) regulations and any other applicable Federal or State
regulatory requirements. Vendor shall comply with all applicable labeling and packaging
requirements and shall provide copies of Safety Data Sheets(SDS)for each chemical.
7.0 Vendor shall provide safety training on the services provided, including chemical handling,
storage and spill response procedures. This will also include safety related information
(such as leak detection)on any turnkey services provided.
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
8.0 Chemical spills that result from Vendor negligence shall be remediated by the Vendor.
Vendor shall develop and implement a spill response plan associated with chemical
activities and any turnkey services(if needed).
9.0 For turnkey services,Vendor shall provide the following:
9.1 Training and standard operating procedures associated with system operation
and shutdown activities.
9.2 24-hour emergency contact information, which must include a phone number and
an email address.
10.0 Supplier shall provide a certified weight ticket with each shipment.
11.0 Chemical deliveries are to be made between the hours of 7:00 AM and 4:00 PM, Monday
through Friday(normal workdays), unless otherwise arranged by City personnel.
12.0 The City will notify the Vendor in writing including a purchase release number, to deliver
products to one of the following locations:
12.1 VCWTP—4500 Wilma Lane,Arlington, Texas, 76012: or
12.2 Dewatering Facility—2501 Greenbelt Rd., Fort Worth TX. 76118
13.0 Deliveries shall be made within three(3)calendar days after receipt of order.
14.0 Quantities ordered shall be on an as-needed basis but the supplier shall make deliveries
to maintain a minimum amount of product to be determined by usage amounts.
15.0 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the
unit price.
16.0 Unit prices shall include all associated costs, not limited to delivery, fuel and handling
charges. No additional charges will be accepted or paid by the City unless requested in
writing.
17.0 Additional products and services of the same general category that could have been
encompassed in the award of this Contract, and that are not already on the Contract, may
be added upon written request from the City.
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
EXHIBIT B
PAYMENT SCHEDULE
Agency will be compensated according to the Bid Sheet attached herein for authorized
product and services provided pursuant to the scope of work(Exhibit A)and properly invoiced, not
exceed requesting department's fund amount for odor control products and services for the
contract term.
The remainder of this page is left intentionally blank
Professional Service Agreement November 1,2016
Azure Water Services,LLC d/b/a Water Solutions
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Azure Water Services , LLC (Water Solutions Division)
Legal Address: 280 Callegari Drive West Haven, CT 06516
Services to be provided: Purate based C102 Generationfor Odor Control
Execution of this Signature Verification Form("Form")hereby certifies that the following individuals and/or positions
have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf
of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of
Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into
any agreement or amendment with Company. Company will submit an updated Form within ten (10)business days if
there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it
receives a revised Form that has been properly executed by the Company.
1. Name: Jeffrey Helfeld
Position: Member
.f
Signature
2. Name: Karen``Tomsheck
Positi n:CFO
Signa re
3. Name:
Position:
Signature
Name: Den omsheck
ature of President/CEO Water Solutions Divison
Other Title: Managing Member
Date: 11/15/16
Professional Services Agreement Page 13 of 13
J&S Audio Visual, Inc.
EXHIBIT A
ADDITIONAL VENDORS FOR ODOR CONTROL SERVICES PROPOSAL PAGE
Chlorine DioxidajDerived:From.Purabe-B SuNudc Arid.Feeichdo s)'
Description S ec)fic Estimate Unit of Unit Cost Total Cost
Gra Qua Measure
Chlorine Diobde,which is gemerated onsite from the
delivery of Purate and Sulfuric Acid. Cost of delivery for d
-T
Purate and Sulfuric Acid is included in the unit cost li
Chlorine Dio)dde will be used for treating anaerobically 275,000 Ibs/yr $4.46 $1,220,925.00
digested sludge prior to dewatering. Average sludge flows
are 0.9 MGD(625 gpm). Estimated quantity of chlorine
dio)dde is based on treating sludge at approAmately 100
ppm for 365 days.
Feed Station Setup Fee-turnkey cost to set up a feed
station,including equipment,piping,appurtences,labor,
monitoring/alarming/telemetry instrumentation,storage tank
and spill containment,fencing,site concrete pad,etc. As 1 EA $7,000.00 -
needed,City will obtain easements,build access roads,
obtain property owner permissions,and provide water and
electricity service.
Feed Station Monthly Fee-Monthly fee per vendor-
installed feed station(does not include treatment product). 12 EA $0.00
Does not apply if feed station is provided and maintained
by City.
HZS Monitoring Site Monthly Fee-Monthly fee per 12 EA $000
hydrogen sulfide monitoring site.
Odor Control Service Monthly Management Fee including 12 EA $000
administration,web services,and reporting.
Total . S 1 7 25.09
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/15/2016
DATE: Tuesday,November 15,2016 REFERENCE NO.: **P-11969
LOG NAME: 13P16-0402 ADDITIONAL ODOR CONTROL MJR WATER
SUBJECT:
Amend Mayor and Council Communication P-11830 to Add An Additional Vendor
and Authorize Contract with Azure Water Services,LLC d/b/a Water Solutions
for Odor Control Services for the Water Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council amend Mayor and Council
Communication P-11830 to add an additional vendor and authorize a contract
with Azure Water Services,LLC d/b/a Water Solutions for odor control
services for the Water Department.
DISCUSSION:
The Water Department will use this contract to provide odor control
products and services in the Village Creek Reclamation Facility(Village
Creek Wastewater Treatment Plant)on an as needed basis.
This contract will be added to the multiple vendor list for odor control
products and services awarded January 26,2016 (M&C P-11830). No
additional funding or procurement capacity is needed at this time.
RFP ADVERTISEMENT-A Request for Proposals (RFP)was advertised in the
Fort Worth Star-Telegram every Wednesday from September 21,2016 through
October 19,2016. The evaluation factors consisted of customer service,
product quality and performance,monitoring systems or data availability
and proposed contract price. Forty-nine vendors were solicited from the
purchasing vendor database system; three responses were received. The
proposals were reviewed by an evaluation committee consisting of staff from
the Village Creek Wastewater Treatment Plant. The proposal from Azure
Water Services,LLC d/b/a Water Solutions was determined to present the
best value to the City.
PRICE ANALYSIS - There is no price comparison under this contract to
previously awarded on January 26,2016 (M&C P-11830). No guarantee was
made that a specific amount of goods and services would be purchased.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase
may be made by the City Manager in the amount of up to$50,000.00 and does
not require specific City Council approval as long as sufficient funds have
been appropriated.
CONTRACT TERMS -Upon City Council's approval,the contract will begin upon
complete execution and expire on January 25,2018.
RENEWAL OPTIONS -This contract may be renewed for up to three successive
one-year periods under the same terms and conditions. The renewals will
not require City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the
renewal term.
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements
was requested by the Purchasing Division and approved by the M/WBE office,
in accordance with the BDE ordinance,because the purchase of goods or
services is from sources where subcontracting or supplier opportunities are
negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current
operating budget, as appropriated, of the Water Department and that prior
to an expenditure being made,the Water Department has the responsibility
to validate the availability of funds.
BQN\\
FUND IDENTIFIERS (FIDs):
TO
Department Account Project Program Activity Budget Reference# Amount
Fund ID ID year (Chartfield 2)
FROM
Department Account Project Program Activity Budget Reference# Amount
Fund ID ID year (Chartfield 2)
CERTIFICATIONS:
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Jack Dale (8357)
Jane Rogers (8385)
ATTACHMENTS
1. 16-0402 EPLS 16.12df (CFw Intemal)
2. 16-0402 MWBE Waiver.pdf (CFw Internal)
3. 16-0402 Water Solutions 1295 Form.pdf (Public)
4. WATER-16-00360278.pdf WFwInternal)
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
FORTIVORT11
COUNCIL ACTION: Approved on 1/26/2016
DATE: 1/26/2016 REFERENCE NO.: P-11830 LOG NAME: 13P16-0006 ODOR
CONTROL MJR
CODE: P TYPE: NOW PUBLIC CONSENT HEARING: NO
SUBJECT: Authorize Execution of Contracts with D3W Industries, NRP Group, Inc., U.S. Peroxide,
LLC d/b/a USP Technologies, Premier Magnesia, LLC, Kemira Water Solutions, Inc., and
Chemtrade Chemicals US, LLC, in the Amount Up to $3,960,000.00 for the Initial Term for
Odor Control Services for the Water Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of contracts with D3W Industries,
NRP Group, Inc., U.S. Peroxide, LLC d/b/a USP Technologies, Premier Magnesia, LLC, Kemira
Water Solutions, Inc., and Chemtrade Chemicals US, LLC, in the amount up to $3,960,000.00 for the
initial term for odor control services for the Water Department.
DISCUSSION:
The Water Department will use these contracts to provide odor control products and services in Field
Operations wastewater collection systems and the Village Creek Reclamation Facility (Village Creek
Wastewater Treatment Plant) on an as needed basis.
RFP ADVERTISEMENT-A Request for Proposals (RFP)was advertised in the Fort Worth Star-
Telegram every Wednesday from October 21, 2015 through November 18, 2015. The evaluation
factors consisted of customer service, product quality and performance, monitoring systems or data
availability and proposed contract price. Sixteen vendors were solicited from the purchasing vendor
database system; seven responses were received. The proposals were reviewed by an evaluation
committee consisting of staff from the Water Department Field Operations and Village Creek
Wastewater Treatment Plant. The proposals from D3W Industries, NRP Group, Inc., U.S. Peroxide,
LLC d/b/a USP Technologies, Premier Magnesia, LLC, Kemira Water Solutions, Inc., and Chemtrade
Chemicals US, LLC, were determined to present the best value to the City.
PRICE ANALYSIS - Prices under these contracts present an overall 1.24 percent increase than
previously awarded on November 15, 2011 (M&C P-11325). No guarantee was made that a specific
amount of goods and services would be purchased. However, Water Department may spend up to
$3,960,000.00 with the contractors during the initial term of this Agreement.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by
the City Manager in the amount of up to $50,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
CONTRACT TERMS - Upon City Council's approval, the contracts will begin upon complete
execution and expire on January 25, 2017.
RENEWAL OPTIONS -These contracts may be renewed for up to four successive one-year periods
under the same terms and conditions. The renewals will not require City Council approval provided
that the City Council has appropriated sufficient funds to satisfy the City's obligations during the
renewal term.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21815&councildate=1/26/2016 11/21/2016
M&C Review Page 2 of 2
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Purchasing Division and approved by the M/WBE office, in accordance with the BIDE ordinance,
because the purchase of goods or services is from sources where subcontracting or supplier
opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The approval of this action provides purchasing authority up to $3,960,000.00. The Financial
Management Services Director certifies that funds are available in the current operating budget, as
appropriated, of the Water Department and that prior to an expenditure being made, the participating
Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Jane Rogers (8385)
Jack Dale (8357)
ATTACHMENTS
Form 1295 (131P16-0006).pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21815&councildate=1/26/2016 11/21/2016
a0vl
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-131484
Water Solutions Division Azure Water Services, LLC
West Haven,CT United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is11/01/2016
being filed.
City of Fort Worth Date Acknowledged: /
i� I
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
RFP 16-0402
Additional Vendors for Odor Control Services
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party. X❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature'of authorized agent of contracting business entity
AFFIX NOTARY ST AMP/SEAL ABOVE r
Sworn to and subscribed before me,by the said��n f —I OEY15heck this the day of PDO '
20 / ,to certify which,witness my hand and seal of office.
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Gad l� ,e Z m P Ll r- C
Signature of officer administering ovt Printed name of officer administering o Titie-of officer dministering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277