HomeMy WebLinkAboutContract 49834 CITY SECRETARY J�C �31„�
CONTRACT NO._ '7 I l�
SERVICES AGREEMENT
SUEZ TREATMENT SOLUTIONS, INC.
This SERVICES AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Jay
Chapa, its duly authorized Assistant City Manager, and Suez Treatment Solutions, Inc. ("Contractor"), a
New York Corporation with a principal place of business at 8007 Discovery Drive,Richmond,VA 23229,
each individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Services Agreement for Product and Services;
2. Exhibit A—Statement of Work
3. Exhibit B—Price Sheet
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C, which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Contractor hereby agrees to provide the City with products and services for the purpose of
providing ozone generator equipment, providing warranties for the products, and for other specified
services provided.Exhibit"A,"—Statement of Work,more specifically describes the product and services
• to be provided hereunder.
2. TERM.
This Agreement shall commence June 21, 2017 ("Effective Date") and shall expire on June 20,
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
four(4)successive one year terms.
3. COMPENSATION.
The City shall be invoiced by Contractor in accordance with the schedule of payments described in
section 1.4, "Payments," of Exhibit "A," but all payments from City to Contractor shall be made within
thirty days of City's receipt of a completed and accurate invoice from Contractor. Payments from City to
Contractor shall not exceed the amount allocated for the specific services provided, as determined by
Exhibit`B." Under no circumstance or for any reason shall the City be obligated to pay Contractor
any funds in excess of eight hundred thousand dollars ($800,000.00) for services, products, or any
other expenses incurred pursuant to Contractor's performance under this Agreement. Contractor
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 wr'
additional costs for such product and services. The City shall not be liable for any additionre S6,
Contractor not specified by this Agreement,unless the City first approves such expenses ' mg.
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OFFICIAL RECORD
Services Agreement
CITY SECRETARY
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4. TERMINATION.
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non--_ppropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder,City will notify Contractor 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 City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Contractor for products provided and services actually rendered up
to the effective date of termination and Contractor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination.Upon termination of
this Agreement for any reason, Contractor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Contractor has received access to City
Information or data as a requirement to perform services hereunder,Contractor shall return all City provided
data to City in a machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential and shall
not disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Contractor 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. Contractor shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Contractor
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Contractor agrees that 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,
including, but not limited to, all electronic records, of Contractor involving transactions relating to this
Contract at no additional cost to City.Contractor agrees that City shall have access during normal working
hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this section. City shall give Contractor
reasonable advance notice of intended audits.
Services Agreement
Suez Treatment Solutions,Inc. Page 2 of 16
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor 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 City. Subject to and in accordance with the conditions and provisions of this Agreement,
Contractor 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, consultants and
subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers, agents, servants and employees, and Contractor, its officers, agents,employees,
servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that
City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,agents,
servants, employees or subcontractor of Contractor. Neither Contractor nor any officers, agents, servants,
employees or subcontractor of Contractor shall be entitled to any employment benefits from City.
Contractor 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 subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGEAND/OR PERSONAL INJURY,INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION— TO THE EXTENT CONTRACTOR IS LIABLE
UNDER SECTION 8.1, CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANYAND 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 CONTRACTOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDINGDEATH, TOANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Contractor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
products, services, and/or documentation in accordance with this Agreement, it being understood
that this agreement to defend, settle or pay shall not apply if City modifies or misuses the products,
services, and/or documentation. So long as Contractor bears the cost and expense of payment for
claims or actions against City pursuant to this section,Contractor shall have the right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
Services Agreement
Suez Treatment Solutions,Inc. Page 3 of 16
compromise any such claim; however, Contractor shall fully participate and cooperate with City in
defense of such claim or action.City agrees to give Contractor timely written notice of any such claim
or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,
City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify
City under this Agreement. If the products, services, and/or documentation or any part thereof is
held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise,such use is materially adversely restricted, Contractor shall, at its own expense and as
City's sole remedy, either: (a) procure for City the right to continue to use the products, services,
and/or documentation; or (b) modify the products,services, and/or documentation to make it non-
infringing,provided that such modification does not materially adversely affect City's authorized use
of the products, services, and/or documentation; or(c) replace the software and/or documentation
with equally suitable, compatible, and functionally equivalent non-infringing products, services,
and/or documentation at no additional charge to City; or(d) if none of the foregoing alternatives is
reasonably available to Contractor terminate this Agreement, and refund all amounts paid to
Contractor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
8.4 Limitation of Liability. Liability between the parties shall be limited to the amount of
payments included herein, and in the event of Contractor's default or material breach, the City's shall be
entitled to recover the cost of cover expenses for any parts or services included in this agreement. Except
as otherwise expressly provided by this agreement, neither party shall be liable to the other party for an
special, indirect, incidental,consequential,or punitive damages or lost profits.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment.Hent. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City, which shall not unreasonably be
withheld.If City grants consent to an assignment,the assignee shall execute a written agreement with City
and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor
under this Agreement.Contractor and Assignee shall be j ointly liable for all obligations of Contractor under
this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,subcontractor shall execute a written
agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Contractor shall provide 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
$2,000,000- Aggregate
Services Agreement
Suez Treatment Solutions,Inc. Page 4 of 16
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Contractor, 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
$1009000- Each accident/occurrence
$100,000- Disease-per each employee
$5009000 - 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— 1.0 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
$1009000- per disease per employee
(d) Professional Liability(Errors&Omissions)
$1,000,000- Each Claim Limit
$19000,000- 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 City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall include
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 City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the
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event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal,state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances,rules and regulations.If City notifies Contractor of any violation of such laws,ordinances,rules
or regulations,Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Contractor,for itself,its personal representatives,assigns,subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Contractor'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 CONTRACTOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN INTEREST,
CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement 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 CITY: To CONTRACTOR:
City of Fort Worth Suez Treatment Solutions,Inc.
Attn:Jay Chapa,Assistant City Manager William Nezgod, Sr. Sales Manager
200 Texas Street 600 Willow Tree Road
Fort Worth,TX 76102 Leonia,NJ 07605
Facsimile:(817)392-8654 Phone:(201)676-2242
With copy to Fort Worth City Attorney's Office at Facsimile: (201)346-5460
same address Email: william.nezgod a,suez-na.com
Services Agreement
Suez Treatment Solutions,Inc. Page 6 of 16
14. SOLICITATION OF EMPLOYEES.
Neither City nor Contractor shall,during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Contractor 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 City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. 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.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Contractor 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.
20. 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.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
Services Agreement
Suez Treatment Solutions,Inc. Page 7 of 16
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Contractor, 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.
24. 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.
25. WARRANTY OF SERVICES.
In addition to specific warranties provided by Contractor,Contractor 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 Contractor's option,Contractor 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 City to
Contractor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility,employment verification,and nondiscrimination.Contractor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.
Contractor 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 I-9 forms and supporting eligibility documentation for each employee who performs
work under this Agreement. Contractor 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.Contractor
shall provide City with a certification letter that it has complied with the verification requirements required
by this Agreement.Contractor 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 Contractor.
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 City from the date of conception, creation or
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Suez Treatment Solutions,Inc. Page 8 of 16
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,
Contractor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. 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 Contractor whose name,title and signature is affixed
on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change,copy of the board of director's resolution approving the action,or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
(Signature Page Follows)
Services Agreement
Suez Treatment Solutions,Inc. Page 9 of 16
IN WITI:TESS WHEREOF,the parties hereto have executed this Agreement in multiples thisday
of 2017.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACTOR:
Pedro DaCruz
By: y By:
Jay Chapa, Assistant City Manager
Title: Director - Sales
Date: L��� 3 r'� 7 Date: 8-28-2017
APPROVAL ECOMMENDED: ATTEST:
By: By:
William Nezgod
Name: Name:
/ ) Sr. Sales 1`4anager
Title: q'5$/5&4 Title:
ATTEST:
`� OF
By. FO
ary a' r,C' y Icretary
O
APPROVED AS TO FORM AN E LITY:
J Pa ,As st nt City Attorney
CONTRACT AUTHORIZATION:
M&C: F- I W(P(p
1295 Number: .2(91'1-24,qrl
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
By:
Title:
Services Agreement OFFICIAL RECORD Page 10 of 16
Suez Treatment Solutions,Inc.
CITY SECRETARY
FT.WORTH,TX
Addendum 1 to Services Agreement between the City of Fort Worth and Suez
Treatment Solutions, Inc.
The Parties agree that this addendum is incorporated into the contract as though it
was included at the time Suez Treatment Solutions, Inc. signed the agreement.
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING
ISRAEL
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) sloes not
boycot71ael; and(2) will not boycott Israel during the term of the contract.
A, (
Signa e
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Title Title
Date
OFFICIAL RECORD
CITY SEpC�RuETA�Ry
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EXHIBIT A
STATEMENT OF WORK
Suez Treatment Solutions,Inc.
Ozone Generator Equipment and Preventative Maintenance
1.0 Contractor shall provide equipment,warranties,training,and commissioning of two Ozone Generator
Power Supply Units (PSU) for the Eagle Mountain Water Treatment Plant (EMWTP), located at 6801
Bowman Roberts Road,Fort Worth, 76179.
1.1 Ozone PSU Equipment to be replaced—EMWTP
• Generator#1 PSU—Ozonia Model ZP12-060-A95, Serial Number 1299-01
• Generator#2 PSU—Ozonia Model ZP12-060-A95,Serial Number 1299-02
1.2 GENERAL CONDITIONS
1.2.1 Site Survey: Contractor shall provide a qualified engineer to perform a site survey to
verify compatibility of power supply units with existing equipment and utility connections.
Engineer shall make note of any issues that may impact the installation of the new power
supply units within the footprint of the existing units. Engineer shall also review existing
operating procedures and control logic in order to provide detailed engineering shop drawings.
1.2.2. Engineering: Contractor shall provide detailed engineering shop drawings and
equipment and instrumentation information for submittal to the Water Department for their
review. Engineering shall include a system functional description, equipment performance
specifications, Piping and Instrumentation (P&ID), PSU assembly drawings, power single line
diagrams, network and control diagrams, interconnection (power, oxygen, ozone, cooling
water,etc.)details and diagrams,panel drawings,instrument lists,equipment lists, and supporting
Contractor information (catalog cut sheets). The shop drawing review shall be performed by
Water Department staff within two weeks of the initial submittal. Contractor shall
receive a"Proceed to Manufacture"response from the Water Department upon approval of shop
drawings.O&M Manuals shall be submitted prior to delivery of equipment.
1.2.3 Programming, Interface and Controls: Contractor shall provide each PSU with a General
Electric(GE)3Xi programmable logic controllers(PLC)and 12 inch QuickPanel Color operator
interface technology (OIT) with up to date firmware and operating systems. The PLC controls
shall utilize function block programming and must contain general comments and control
narratives as notes within the various segments of the program. Each PLC must have Ethernet
connectivity and must be able to interface with the existing plant PLC 2A/213 for lead/lag control
as well as the existing interlocks needed. All point mapping must be consistent with the existing
Register Numbers and Tags in order to properly interface with the existing Cimplicity HMI.
1.2.4 Equipment: Contractor shall provide a receiving,unloading,and self-storage guideline as
well as an installation checklist to the City to minimize any errors in the receiving and
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Suez Treatment Solutions,Inc. Page 11 of 16
installation process. Shop drawings shall provide necessary information related to power, cooling
water,and network interconnections and required sizing, as well as supports and anchors
necessary for a proper installation.
1.2.5 Commissioning, Performance Testing and Staff Training: Contractor shall perform
on-site startup support, commissioning and performance testing of the ozone power supply
units on two separate occasions, one commissioning effort for each power supply unit.
Commissioning work shall include operator training. O&M manuals shall be provided by the
Contractor prior to the equipment delivery and commissioning efforts.
1.2.6 Contractor shall deliver the units to the EMWTP(6801 Bowman Roberts Road, Fort
Worth, 76179). Contractor shall provide ozone generator equipment, professional and field
services, testing and commissioning of the units. City staff shall off-load the units, remove the
existing ozone power supply units,and install the new units one at a time,in an attempt to keep the
plant operating with two generators in service at all times. Installation of the units will follow a
checklist to be provided by the Contractor. The Contractor shall be required to make a minimum
of two commissioning visits,one for each power supply unit,each commissioned at different time
periods.
1.2.7 Contractor shall provide a two year warranty for the products and services,starting on the
date of the successful commissioning of all equipment.
1.2.8 Contractor shall provide insulated-gate bipolar transistor ("IGBT") inverter technology
power supply units compatible with the existing ozone generation system supplied by Suez
Treatment Solutions,Inc. (formerly Ozonia).
1.3 SCHEDULE
A. On-site survey—Contractor shall perform the on-site survey within 30 days of receipt of
this executed agreement from the City.
B. Submittal of Shop Drawings—Contractor shall submit shop drawings to Tim Allen at 2500
SE Loop 820,Fort Worth,TX.76140 within three months of receipt of the executed agreement
from the City. Shop drawings shall include but are not limited to:
1. Power Supply Drawings including:
i) TS-000: OZONE SYSTEM-STANDARDS AND SPECIFICATIONS
ii) TS-002: POWER SUPPLY UNIT (PSU-xxx0) - STANDARDS AND
SPECIFICATIONS
iii) TE-002: POWER SUPPLY UNIT(PSU-xxx0)-LAYOUT DRAWINGS
iv) TD-002: POWER SUPPLY UNIT (PSU-xxx0) - ELECTRICAL
SCHEMATIC DRAWINGS
Services Agreement
Suez Treatment Solutions,Inc. Page 12 of 16
V) TG-002: POWER SUPPLY UNIT (PSU-xxxO) - ELECTRICAL WIRING
DRAWINGS
vi) TP-002: PSU OPERATIONS AND MAINTENANCE MANUAL
vii) Y-010: INTER-PLC COMMUNICATION TABLE
2. Ozone Generator Control Panel Drawing
viii) TS-012: OZONE GENERATOR CONTROL PANEL (OZR-xxx0) -
STANDARDS AND SPECIFICATIONS
ix) TE-012: OZONE GENERATOR CONTROL PANEL (OZR-xxxO) -
LAYOUT DRAWINGS
X) TD-012: OZONE GENERATOR CONTROL PANEL (OZR-xxx0) -
ELECTRICAL SCHEMATIC DRAWINGS
xi) TB-012: OZONE GENERATOR CONTROL PANEL (OZR-xxxO) - LOOP
DRAWINGS
xii) TG-012: OZONE GENERATOR CONTROL PANEL (OZR-xxxO) -
ELECTRICAL WIRING DRAWINGS
xiii) TN-012: OZONE GENERATOR CONTROL PANEL (OZR-xxx0)LIST OF
IO
xiv) TP-012: OZONE GENERATOR CONTROL PANEL (OZR-xxx0)
OPERATIONS MANUAL
xv) TY-012: OZONE GENERATOR CONTROL PANEL (OZR-xxxO)LIST OF
TAGS
3. Component Specification/Data Sheets
C. Delivery of both PSU to EMWTP—Contractor shall deliver both PSU to EMWTP within
four months of the City's approval of the shop drawings and release of the shop drawing
to the manufacturer.
D. Commissioning and Training Period-Contractor shall have both PSUs commissioned by
May 31, 2018. Contractor shall commission PSU one unit at a time to ensure continued
functionality of the system.
1.4 PAYMENTS
1.4.1 Contractor shall invoice the City as follows:
A. Site Survey— Contractor shall invoice the City for the cost allowed for the site
survey after completion of site survey and results have been provided to the City,
if requested.
B. Engineering — Contractor shall invoice the City for the costs allowed for
engineering services necessary to create the shop drawings after the shop
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Suez Treatment Solutions,Inc. Page 13 of 16
drawings have been submitted to the City, approved by the City, and have been
released to the Manufacturer.
C. Equipment — Contractor shall invoice the City for eighty-percent (80%) of the
allowed equipment cost of the two units once both units and other equipment are
delivered to the EMWTP.
D. Commissioning — Contractor shall invoice the City the costs allowed for
commissioning the units and the remaining twenty-percent (20%) of the allowed
equipment cost for the units once both units are successfully commissioned and
all training has been provided.
E. Additional On-Site Services — If the City's Water department authorizes any
additional on-site services in writing, and in an amount not to exceed the amount
allowed in Exhibit B,those services shall be invoiced following the completion of
the requested additional on-site services.
Services Agreement
Suez Treatment Solutions,Inc. Page 14 of 16
EXHIBIT B
PRICE SHEET
OZONE GENERATOR EQUIPMENT AND PREVENTATIVE MAINTENANCE
PRICE SHEET
Contractor will be compensated according to the Price Sheet attached herein for authorized product
and services provided pursuant to the scope of work (Exhibit A) and properly invoiced, not to exceed
requesting department's fund amount for ozone generator equipment and preventative maintenance for the
contract term. All "Unit Price" amounts included in this exhibit include all fees, costs, and expenses
incurred by Contractor in performance under the Agreement.No fees,costs, or expenses of any kind shall
be added to unit price included in this exhibit.Maximum number of units is a fixed amount and exceeding
the maximum number of units shall not require any additional payment from City to Contractor,unless City
provides written,signed approval of the additional units.
Proposal Item Unit Maximum Unit Price Total Price
Number
of Units
Site survey at the EMWTP to review existing
ozone equipment installation to ensure
compatibility between proposed power supply
units and existing ozone generators. Price DAY
includes on-site labor,travel and lodging (24-hour
expenses,and per diem. period) 3 $3,130.00 $9,390.00
Provide two new ozone power supply units to
replace the existing two power supply units
for ozone generator#1 and#2. Price includes Lump
freight costs. Sum 1 $573,210.00 $573,210.00
Provide engineering,project management,
shop drawing submittals,Operation and
Maintenance(O&M)manuals,and in-house Lump
testing of new power supply units. Sum 1 $41,100.00 $41,100.00
On site installation certification,
commissioning and performance testing and
training of new power supply unit#1. Price DAY
includes on-site labor,travel and lodging (24-hour
expenses,and per diem. period) 15 $1,910.00 $28,650.00
On site installation certification,
commissioning and performance testing, and
training of new power supply unit#2. Price DAY
includes on-site labor,travel and lodging (24-hour
expenses,and per diem. period) 15 $1,910.00 $28,650.00
Additional On-Site Services—additional
programming, field services,or on-site
assistance, as authorized by the Water DAY
Department. Price includes on-site labor, (24-hour
travel and lodging expense, and per diem. period) 15 $1,840.00 $27,600.00
TOTAL PROPOSAL PRICE $708,600.00
Services Agreement
Suez Treatment Solutions,Inc. Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
SUEZ TREATMENT SOLUTIONS,INC.
600 WILLOW TREE ROAD
LEONIA,NJ 07605,USA
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment or
change order on behalf of Contractor related to the Agreement between the City and Contract for ozone
generator equipment and other related services. Such binding authority has been granted by proper order,
resolution,ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name: Pedro DaCruz
Position: Director - Sales
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Karine Rouge
Signature of President/CEO
Other Title: .
Date: 8-28-2017
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Suez Treatment Solutions,Inc. OFFICIAL RECORD Page 16 of 16
CITY SECRETARY
FT.WORTH,TX