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HomeMy WebLinkAboutContract 53411 8 910 RECEIVED .� CSC No. 53411 JAN 2 2 2020 EYS f ONE CITYOF FORT WORTH ti UKBINE1✓ItVI(:�.S CITY SECRETARY CIO OL s $ RENTAL/LEASE AGREEMENT DATE: December 11 , 2019 RENTAL UNIT Unit Name: Engine Unit Model: C20B Unit Serial Number: CAE-820030 Hourly Rate: $150.00, as adjusted. Term:120 Days Location of Unit:Fort Worth,TX Summary of Other Terms Start Date: Date shipped by Lessor End Date: April 4, 2020 or the Date received by Lessor in the same condition as delivered, less ordinary wear and tear Billing: Monthly net 30 days;l.5%/mo. late charge Freight Charges: Lessee responsible Insurance:$10 million liability and replacement value BY AND BETWEEN: KEYSTONE TURBINE SERVICES LLC ("Lessor") 885 Fox Chase,Suite 111 Coatesville,PA 19320 Phone 610.268.6200•Fax 484.786.8680 -AND— ("Lessee") City of Fort Worth PD 310 Gulf Stream Rd, Fort Worth,Texas 76106 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC Page 1 o:F 7 FT. WORTH,TX Lys i ONE L,RHIN ERVICES WHEREAS, the Lessor is engaged in the business of sales, services, rentals, leases and exchanges of an aviation engine,module, part and/or accessory("Unit"); WHEREAS,on December 12,2016,the Lessor agreed to the terms and conditions set forth in City of Fort Worth Invitation to Bid No.17-0043 Turbine Engine Parts and Repairs for Helicopters; WHEREAS, on January 2, 2019,the Lessor and City agreed to enter into a renewal of City of Fort Worth Invitation to Bid No.17-0043 for a 12-month period,the term for that renewal beginning on April 5,2019 and ending on April 4,2020;and WHEREAS,the Lessor is willing to rent or lease a Unit("Rental Unit")to the Lessee under the terms and conditions set forth this Rental/Lease Agreement and City of Fort Worth Invitation to Bid No. 17-0043 ("Agreement"). NOW, THEREFORE, WITNESSETH THAT in consideration of the terms and mutual covenants set forth herein and other good and valuable consideration,the sufficiency of which Is hereby acknowledged,the parties hereto agree as follows: 1. RENTAL. The Lessor hereby agrees to lease the Rental Unit to the Lessee and the Lessee agrees to lease it from the Lessor under the terms and conditions of City of Fort Worth Invitation to Bid No. 17- 0043 and this Agreement. In the event of any conflict between the terms and conditions of City of Fort Worth Invitation to Bid No.17-0043(attached to this agreement as Exhibit"A"and the terms and conditions set forth in the body of this Agreement,the terms and conditions of the City of Fort Worth Invitation to Bid No. 17-0043 shall control. 2. DELIVERY OF RENTAL UNIT. Upon receipt of the Lessee's request for a Rental Unit,an executed copy of this Agreement and a certificate of insurance in compliance with section 6 below,the Lessor, at Lessee's expense, will deliver a Rental Unit in serviceable condition and ready for installation F.O.B. (unless previously agreed to)to the delivery point described in the request. If the Lessee and Lessor have agreed that Lessor will perform services on the Lessee's Unit("Lessee Unit")during the term of this Agreement, it must deliver the Lessee Unitto the Lessor for repair or overhaul within fifteen(15) days of its receipt of the Rental Unit. In the event timely delivery is not made, Lessee must pay Lessor $225.00 per additional calendar day until the Lessee's Unit is received by Lessor. 3. RENT. Lessee shall pay Rent each month of the Term or part thereof for each Rental Unit at the Hourly Rate for each operating hour,without abatement or set-off, based on the monthly report required under section 7(c). The Hourly Rate is based upon a maximum cycle usage rate of two(2) cycles per one (1)operating hour. If any cycle usage rates exceed two(2)cycles per one (1)operating hour the Hourly Rate will be increased in an amount equal to the accumulated over-and-above cycles above two(2)divided byfour(4)with the result multiplied the basic Hourly Rate.The Hourly Rate is setforth on the front page of this Agreement. The amount to be paid to Lessor by City throughout the entirety of this Agreement shall not exceed Two Hundred Thousand Dollars($200,000.00). 4. INVOICING AND PAYMENT. a. Lessor will invoice Lessee on a monthly basis and at the end of the lease for Rent and any other charges, including but not limited to interest,penalties, parts and repair payable under this Agreement.Terms are netthirty(30)days from date of invoice,unless otherwise specified on the Invoice.All Rent and other charges are in United States dollars and all amounts shall be paid in wire transfer,cash or in negotiable paper collectable at its face value. b. If full payment of an invoice is not made in within thirty(30)days from the date of the invoice, Lessor may: (1) charge interest on the delinquency at a rate of 1-1/2% per month or the Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC Page 2 of 7 tEYSI,(aNE RHINE. ERVICES maximum rate permitted by law, if lower, for each month or part thereof on all past due invoices;(ii)if Lessor is providing services on Lessee's Unit,withhold shipment of Lessee's Unit upon completion of services until all outstanding invoices are paid in full;(III)avail itself of any other rights and remedies as provided by law;and(iv)recover all costs of collection,including reasonable attorney's fees. 5. TERM. The Term of this Agreement shall begin on the date the Lessor ships the Rental Unit to Lessee and shall extend for the period of time set forth on the front page of this Agreement.The Term may be extended:(a) by mutual written agreement of the parties; (b) if the Rental Unit is timely returned to Lessor but further actions or repairs are required under section 7;(c)until all invoices undersection 4 and all taxes due under section 14 are paid in full; (d) if Lessee default under section 11 and Lessor pursues its remedies; or(e) if Lessor is providing services on Lessee's Unit and the required services are not complete at the end of the then existing term. In the event that any of the above events occur,the Term will be extended until the required actions are complete. 6. INSURANCE. Lessee will provide and maintain in full force and effect, at all times during the term of this Agreement,public liability insurance in an amount not less than Ten Million Dollars($10,000,000) per occurrence. Lessee will also provide all risk insurance on the Rental Unit for its replacement value; including transportation; aircraft ground coverage, flight risk and fire insurance with extended coverage on terms satisfactory to the Lessor. All such insurance required hereunder shall name Lessor, its owners, directors, officers, agents, employees and assigns as additional insured. On or before shipment of the Rental Unit to Lessee, and annually prior to each policy's expiration date, Lessee will provide Lessor with certificates of primary insurance satisfactory to Lessor evidencing the coverage set forth hereunder. Such certificate shall require the insurance carrier to give Lessor thirty (30) days written notice before any cancellation; non-renewal or material change of coverage becomes effective. 7. MAINTENANCE AND RECORDS. a. Lessee shall handle, store, operate, and maintain the Rental Unit in accordance with the Aircraft Flight Manual (AFM), Aircraft Operating Manual (AOM), the Aircraft Maintenance Manual (AMM), recommended Service Bulletins and any other instructions and recommendations issued by the manufacturer of the Rental Unit,the aircraft manufacturer and Lessor and that comply with the requirements of Airworthiness Directives issued by Regu latory Authorities. b. No repairs, other than scheduled maintenance, are permitted on the Rental Unit unless approved in writing by Lessor at its sole discretion and all unauthorized repairs will be at Lessee's expense and risk. For approved repairs, Lessor will supply replacement parts free of charge. c. Lessee is responsible for (a) maintaining accurate records of engine maintenance and performance data;and (b)providing to Lessor a monthly report of operating hours and other information reasonably required by Lessor. Such monthly report shall be delivered to Lessor within five(5)days of the end of each calendar month. d. An engine installed performance check as outlined in the applicable maintenance manual must be completed upon initial installation of the Rental Unit and again before removal of the Rental Unit from an aircraft. Upon removal of the Rental Unit from an aircraft, visual inspection must be made and the Rental Unit condition entered into the engine logbook, or copies of relevant installed performance sheets attached to the logbook, and signed off by a Agreement Between the City of Fort Worth and Keystone Turbine Set-vices,LLC Page 3 of 7 NU I�QNE RBINE cl'VICES licensed mechanic. Total hours and cycles used during the term of rental must also be entered into the logbook upon removal of the Rental Unit, For other than scheduled maintenance, Lessee will request the repairs and Lessor will decide the course of action. e. Lessor may examine the Rental Unit for damage or abnormal wear before Lessee returns the Rental Unit to Lessor. Lessee shall permit such examination on the Lessee's premises during regular business hours or at such other time and place as the parties agree. 8. RETURN OF RENTAL UNIT. a. If Lessor is providing services on Lessee's Unit, Lessee shall ship the Rental Unit to Lessor not later than five(5)days after it receives its Lessee Unit FOB. If not,Lessee shall ship the Rental Unit not later than five(5) days after the end of the Term. b. Lessee will arrange delivery to a common carrier for shipment to the Lessor F.O.B., Coatesville,PA,with adequate insurance,or such point of delivery as Lessor may reasonably request. Prior to shipment,Lessee will submit its shipping plans to Lessor for approval. If Lessee fails to ship the Rental Unit in accordance with this section for over ten (10)calendar days, Lessee shall pay Two Hundred and Twenty-five Dollars($225)for each day for which the Rental Unit is not returned and Lessor may,without further notice,remove and recover the Rental Unit in accordance with the terms of section 13. c. The Rental Unit shall be returned in the same condition as received from Lessor. Lessee shall be solely responsible for all damage, loss, destruction, or undue wear to the Rental Unit, however caused,after shipment of the Rental Unit to Lessee until the Rental Unit's receipt by Lessor,except for damage resulting from ordinary wear and tear. Lessee shall be fully liable to Lessor for the actual cost of repair or replacement, as the case maybe. Liability for under this section shall not exceed the then current replacement value of the Rental Unit, plus necessary transportation and insurance charges as well as customs duties and taxes, if any. 9, LIMITED WARRANTY. a. Lessor warrants that for the term of the Rental Lease Agreement after the date of Lessee's receipt of the Rental Unit, the Unit will be free of defects in workmanship based on the requirements of the manufacturer and FAA Regulations. b. The provisions of Section 4.A,subsections 2-5 of Lessor's Standard Terms and Conditions shall apply to the warranty process. 10, TITLE AND SECURITY. Title to the Rental Unit shall remain with the Lessor at all times. The Lessee agrees not to lend, sell, assign, or mortgage the Rental Unit or permit it to become subject to any liens,security interests,encumbrances or any other legal claims. Lessee shall not assign this Lease or sublet the Rental Unit without Lessor's prior written consent. Lessee hereby grants to Lessor a lien and security interest in the aircraft that holds the Rental Uni, and in any of Lessee's Units in the possession of Lessor,for all such obligations and liabilities arising under this Agreement. 11. DEFAULT. a. The Lessee shall be in default hereunder if the Lessee: (i) fails to make full payment of an invoice pursuant to the terms of section 4; (ii) defaults in the performance of any of Lessee's other obligations under this Agreement and fails to remedy the default within ten (10) days Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC Page 4 of 7 LYS I ONE URHINk LIZVICLS after notification by Lessor; (III) becomes bankrupt or insolvent or enters into any arrangement with creditors or is otherwise unable to pay its debts; (iv) fails to prevent any liens, security interests, encumbrances or any other legal claims being levied on or made against the Rental Unit; (v)fails to return the Rental Unit to Lessor as required under section 8; (vi)fails to comply with the maintenance and operating requirements under section 7; or (vii)falsifies any operating information or data required underthis Agreement. b. In the event of any default, there shall be deemed to be a breach of this Agreement, and thereupon Lessor in addition to all other rights and remedies available to it by law or equity or by any other provisions hereof, may at any time thereafter exercise any or all of the following remedies: 1. Terminate Lessee's rights under this Agreement; ii. Repossess the Rental Unit under applicable law and/or the terms of this Agreement. The parties understand and agree that the Rental Unit may be contained within aircraft or on premises owned or leased by Lessee or a third party, and in consideration for entering into this Lease, Lessee agrees to permit Lessor to access the premises or any aircraft or other equipment whether owned by Lessee or otherwise,to recover the Rental Unit and will cooperate in all respects to ensure the prompt return of the Rental Unit to Lessor. The actual costs of Lessor's retrieval shall be borne by Lessee including, but not limited to, Lessor's actual attorneys'fees and court costs, transportation and other costs due under terms of this Lease. Lessor, having retaken possession of the Rental Unit,may retain the Rental Unit and all prior payments made under this Agreement. Lessee hereby expressly waives all further right to possession of the Rental Unit and all claims for injuries suffered through or loss caused by such repossession; iii. Accelerate the whole or any part of the Rent or other charges due under this Lease for balance of the rental term, and declare the same to be immediately due and payable;or iv. Obtain a Confession of Judgment: FOR POSSESSION. FOR THE PURPOSES OF ENABLING LESSOR TO OBTAIN POSSESSION OF THE RENTAL UNIT, LESSEE HEREBY AUTHORIZES THE CLERK, PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT IN REPLEVIN OR FOR WRIT OF POSSESSION AGAINST LESSEE IN FAVOR OF LESSOR OR IF ASSIGNED IN ANY ACTION OF REPLEVIN OR FOR WRIT OF POSSESSION, FOR WHICH THIS LEASE OR VERIFIED COPY SHALL BE A SUFFICIENT WARRANT. FOR MONEY. UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT LESSEE HEREBY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD OF THE COMMONWEALTH OF PENNSYLVANIA TO APPEAR FOR LESSEE AND FOR ANYONE CLAIMING BY, THROUGH OR UNDER LESSEE AND TO CONFESS JUDGMENT AGAINST ALL SUCH PARTIES,AND IN FAVOR OF LESSOR, FOR THE AMOUNT CLAIMED TO BE DUE HEREUNDER PLUS REASONABLE ATTORNEYS' FEES AND COSTS, FOR WHICH THIS LEASE OR A TRUE AND CORRECT COPY HEREOF SHALL BE GOOD AND SUFFICIENT WARRANT. AFTER THE ENTRY OF ANY SUCH JUDGMENT A WRIT OF EXECUTION MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO LESSEE AND WITHOUT A HEARING. Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC Page 5 of 7 EYS f ONE .RHINE ERVICES THE AUTHORITY TO CONFESS JUDGMENT EITHER FOR POSSESSION OF THE RENTAL UNIT OR FOR ANY MONEY DUE HEREUNDER SHALL NOT BE EXHAUSTED BY ONE EXERCISE, BUT JUDGMENTS MAY BE CONFESSED FROM TIME TO TIME AS OFTEN AS MAY BE NECESSARY. c. Nothing herein contained shall prohibit Lessor from pursuing any other remedy available to Lessor at law or in equity. 12. INDEMNIFICATION. a. Lessee hereby agrees that Lessor, its owners, directors, officers, agents, employees and assigns shall not be liable in contract, tort or,otherwise for any loss or damage to property, including consequential or incidental damages,to the aircraft and the Rental Unit, or injury or death or any other damage sustained by Lessee, its personnel, agents or third parties arising out of, resulting from or in any way connected with the Rental Unit, unless such damages were directly caused by Lessor's willful misconduct orgross negligence. 13. NOTICES. Any notice,demand or communication required or permitted in this Agreement must be in writing and delivered personally or by reputable express carrier,telecopy,facsimile transmission or electronic transmission. The notice must be addressed to the party at its address listed on the front page of this Agreement.Either party may designate,by notice to the other party,a substitute address. 14. TAXES. Lessee will be responsible for all taxes,duties and other charges arising out of this Agreement orthe use or possession of the Rental Unit,including without limitation thereof,any sales, use,excise, value added or other ad valorem tax, and will repay to Lessor on demand any such charges that may be levied against Lessor. 15. ENTIRE AGREEMENT. This Agreement, Lessor's Standard Terms and Conditions, invoices submitted to Lessee, and the City of Fort Worth Invitation to Bid No. 17-0043 attached as Exhibit A contain the entire agreement between Lessor and Lessee with regard to a Rental Unit or a Lessee Unit and supersede all previous agreements or understandings between the Lessor and Lessee whether oral or in writing. 16. AMENDMENT. No amendment or variation of this Agreement will be binding unless in writing signed by duly authorized representatives of both Lessor and Lessee. 17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania without regard to conflict of law principles. 18. SEVERABILITY. If any provision of the Agreement is wholly or partially invalid,this Agreement shall be interpreted as if the invalid provision had not been a part hereof. 19. WAIVER. Failure by Lessor to assert any of its rights upon breach of this Agreement shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach,nor shall any waiver be implied from the acceptance of any payment for services. IN WITNESS WHEREOF, intending to be legally bound hereby,the parties have executed this Agreement on the date and year first listed above. (Signature Page on following page) Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC Page 6 of 7 t i i LESSEE:City ofF Worth KEYSTONE TURBI NE SERVICES LLC i (Sign ature)JesusJ.Chapa(Jan 21 Si nature) NAME:Jesus Chapa NAME: John Fraser TITLE: General Manager TITLE.Asst.City Manager pate- I/I D�1D Date; Jesus J.Chapa ^ APPROV RECO MENDED; By: Ea4 a m(U y,wa) Name:Edwin Kraus O�,°y Title:Chief of police ©� • • S ATTEST: `�J1 By: Mary�Jan 22 .� City Secretaryt�,, 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, Scott Kellum(Jan 2o,2o2o) By: Name:Brian Keenum Title: Lieutenant APPROVED A5 TO FORM AND LEGALITY: 7%-toh t ylg#lfg i Thomas Hansen(Jan 21,2020) By: Name:Thomas Royce Hansen Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Agreement Between the City of Fork Worth and Keystone Tarbine Services,LLC Page 7 of 7 ( A FT VIP®RW Exhibit A FORTWORTH. CITY OF FORT WORTH/PURCHASING DIVISION INVITATION TO BID NO. 17-0043 TURBINE ENGINE PARTS AND REPAIRS FOR HELICOPTERS BID OPENING DATE: DECEMBER 1,2016, 1:30 P.M. For further information contact: La'Kita Johnson,Senior Buyer (817)392-8314 FAX(817)392-8440 lakita.slack@fortworthtexas.gov INSTRUCTIONS TO BIDDERS Bids are solicited for furnishing the merchandise, supplies,services and/or equipment set forth in this Solicitation. Bids must be received in the Purchasing Office by 1:30 p.m. December 1, 2016,and then publicly opened and read aloud at 2:00 PM in the Council Chambers. Bids must be returned in a sealed envelope,addressed to the Purchasing Manager, City of Fort Worth and have the bid number, closing date, and company name clearly marked on the outside envelope. Bids should be mailed or hand delivered to the following address: Purchasing Division, Lower Level, Municipal Building 1000 Throckmorton Street Fort Worth,Texas 76102 *Bids to be delivered by special courier(i.e. Federal Express, Special Delivery etc.)are to be marked "BID MUST BE DELIVERED TO PURCHASING DIVISION BEFORE 1:30 P.M."in order to be considered. Late bids will be returned; they will not be opened nor considered in the evaluation of the bid. Bids may be withdrawn at any time prior to the official opening. Bids may not be altered, amended or withdrawn after the official opening. The undersigned agrees, if the bid is accepted,to furnish any and all items upon which prices are offered,at the price(s)and upon the terms and conditions contained in the specifications. The period for acceptance of this bid will be 90 calendar days after the bid opening date unless the bidder submits a different date. (_ days). I have read and agreed with the attached Terms and Conditions, Instruction to Bidders and the Invitation to Bid requirements. Failure to complete the requested information below may result in rejection of your bid. Principal Place of Business (Defined as at least having one permanent active business office and employee located in Texas) Company Name and Address Company's Authorized Agent Signature: Federal ID Number(TIN)or Name and Title(Typed or Printed) Social Security Number and Legal Telephone Number Date: Fax Number Email address: Cooperative Purchasing: Should other Governmental Entities decide to participate in this contract,would you,the Vendor, agree that all terms,conditions, specifications, and pricing would apply? Yes No If you,the bidder checked"Yes",the following will apply: Governmental entities utilizing Inter-Governmental Contracts with the City of Fort Worth will be eligible, but not obligated,to purchase material/services under this contract(s)awarded as a result of this solicitation. All purchases by Governmental Entities other than the City of Fort Worth will be billed directly to that Governmental Entity and paid by that Governmental Entity, The City of Fort Worth will not be responsible for another Governmental Entity's debts. Each Governmental Entity will order its own material/services as needed. Jack Dale,JD, CPPO Purchasing Manager Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A FORTWORTH@ HOW TO REGISTER WITH THE CITY OF FORT WORTH => Visit fortworthtexas.gov => Click on Departments ==> Choose Become A Vendor => Review Terms & Conditions ­> Click/Accept These Terms to proceed => At next screen, click No, I Want to Register => Click Register =:> The first registration pop-up asks for your Federal ID#or Social Security Number and your company name. The company name MUST be the proper organization name and the same as on invoices you would present for payment to the City of Fort Worth. Follow through the screens by clicking Continue/Save at the bottom of each screen. The last screen will ask for your commodities(products and/or services that can be provided to the City). This information is used to send quotes/bid opportunities to you by email and is also required in order to keep your account active. Enter a key word search for unknown commodity codes (example:janitorial) => An email address is required to register online If you selected"Certified Minority"you will be requested to provide a copy of your Minority/Woman Owned Business certification => Email a copy of your company's IRS W-9 form to the City's vendor registration administrator at PurchasinciBSO(c' fortworthtexas.gov. Your registration will not be activated until a completed W-9 is received and verified. Completed W-9s may also be faxed to the vendor registration administrator at 817-392-7254. Congratulations, you've registered!! You will receive an email with your registration confirmation. For any changes/edits to your vendor profile please email the vendor registration administrator at PurchasingBSO(a-)fortworthtexas.gov. The City of Fort Worth prefers to make vendor payments by direct deposit to vendors' checking/savings accounts or by procurement credit card. The direct deposit process is called Automated Clearing House Transfer(ACH). Advantages of ACH are: • Gives vendors use of the funds one business day AFTER the transfer has taken place. • Vendors receive an e-mail showing the invoices being paid by the transfer. • Invoices approved for payment by 3:00 p.m. will be transferred same day and will reach the vendors' bank accounts by the next business day. To register for ACH service please visit http://fortworthtexas.gov/purchasing/, click on the link titled "Automated Clearing House Setup", download, complete and submit the two ACH forms. To register for credit card invoice payments, please contact Jack Dale, Purchasing Manager, by email at jack.dale(@fortworthtexas.gov. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 2 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Page 1 of 6 BID SOLICITATION Printed: 11/15/2016 - : a BUYER:La'Kita Slack-Johnson PHONE#: (817)392-8314 ext. Vendor Name: City of Ft Worth Address: FORT WORTH POLICE DEPT 505 W.Felix St City,State Zip Code: FORT WORTH TX 76115 Item Class-Item Quantity Unit Unit Price Total .5 The City of Fort Worth is seeking bids from qualified vendors to provide helicopter turbine engine parts and repairs on an as-needed basis In accordance with the attached specifications. The agreement will be for one,one-year(1)period with options to renew for up to four(4)additional one-year periods. Helicopter Turbine Engine pricing shall include all associated costs. No additional charges will be accepted or paid by the City including tax,the City is a tax free entity. Following the award,additional goods or services of the same general category that could have been encompassed in the award of this Agreement,and that are not already on the Agreement,may be added by mutual agreement of the parties. 1.000 New Parts at Manufacturer list price less %discount 2.000 New Embodied Parts at Manufacturer list price less %discount 3.000 Serviceable Parts at Manufacturer's list price less_%discount 4.000 Serviceable Embodies Parts at Manufacturer's list price less % discount 5.000 Technical Service Technician,in house hourly rate 1 HR 6.000 Service Technician,in house overtime hourly rate 1 HR 7.000 Test Cell cost for Compressor Assembly 1 EA Agreement:Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Page 2 of 6 BID SOLICITATION Printed: 1 1/1 51201 6 s � P oo P BUYER:LaXita Slack-Johnson PHONE#: (817)392-8314 ext. Vendor Name: City of Ft Worth Address: FORT WORTH POLICE DEPT P r- 505 W.Felix St © City,State Zip Code: FORT WORTH TX 76115 x Item Class-Item Quantity Unit Unit Price Total 8.000 Test Cell for Gearbox Assembly 1 EA 0.000 Test Cell cost for Turbine Assembly 1 EA 10.000 Test Cell cost for Engine Assembly 1 EA 11.000 Compressor Assembly 250-C20J Exchange 1 EA 12.000 Compressor Assembly 250-C20J Overhaul 1 EA 13.000 Compressor Assembly 250-C20J Rental 1 HR 14.000 Compressor Assembly 250-C20J Recertification 1 EA 15.000 Compressor Assembly 250-C20J Case Halves Exchange 1 EA 16.000 Gearbox Assembly 250-C20J Exchange 1 EA 17.000 Gearbox Assembly 250-C20J Overhaul 1 EA 18.000 Gearbox Assembly 250-C20J Rental 1 HR 19.000 Gearbox Assembly 250-C20J Recertification 1 EA Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Page 3 of 6 BID SOLICITATION Printed: 11/15/2016 'i BUYER:La'Kita Slack-Johnson OHONE#: (817)392-8314 ext. Vendor Name: City of Ft Worth I505Address: FORT WORTH POLICE DEPT t W.Felix St e City,State Zip Code: FORT WORTH TX 76115 0 Item Class-Item Quantity Unit Unit Price Total 20.000 Gearbox Assembly 250-C20J Case Halves Exchange 1 EA 21.000 Turbine Assembly 250-020J Exchange 1 EA 22,000 Turbine Assembly 250-C20J Overhaul 1 EA 23.000 Turbine Assembly 250-C20J Rental 1 HR 24.000 Turbine Assembly 250-C20J Recertification 1 EA 25.000 Mini Turbine 250-C20J Exchange 1 EA 26.000 Mini Turbine 250-C20J Overhaul 1 EA 27.000 Mini Turbine 250-C20J Rental 1 HR 28.000 Mini Turbine 250-C20J Recertification 1 EA 29,000 Inner Combustion Liner 250-C20J Exchange 1 EA 30.000 Inner Combustion liner 250-020J Overhaul 1 EA 31,000 Inner Combustion Liner 250-C20J Rental 1 HR Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Page 4 of 6 BID SOLICITATION Printed: 11/15/2016 i BUYER:La'Kita Slack-Johnson PHONE#: (817)392-8314 ext. Vendor Name: S City of Ft Worth Address: FORT WORTH POLICE DEPT 505 W.Felix St City,State Zip Code: FORT WORTH TX 76115 Item I Class-Item Quantity Unit Unit Price Total 32.000 Inner Combustion Liner 250-C20J Recertification 1 EA 33,000 Outer Combustion Liner 250-C20J Exchange 1 EA 34.000 Outer Combustion Liner250-C20J Overhaul 1 EA 35.000 Outer Combustion Liner 250-C20J Rental 1 HR 36.000 Outer Combustion Liner 250-C20J Recertification 1 EA 37.000 Air Discharge Tube 250-C20J Exchange 1 EA 38.000 Air Discharge Tube 250-C20J Overhaul 1 EA 39.000 Air Discharge Tube 250-C20J Rental 1 HR 40.000 Air Discharge Tube 250-C20J Recertification 1 EA 41.000 Engine Assembly 250-C20J Exchange 1 EA 42.000 Engine Assembly 250-C2OJ Overhaul 1 EA 43.000 Engine Assembly 250-020J Rental 1 HR Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Page 5 of 6 BID SOLICITATION Printed: 11/15/2016 II, P I BUYER:La'Kita Slack-Johnson PHONE#. (817)392-8314 ext. Vendor Name: B. City of Ft Worth Address: FORT WORTH POLICE DEPT 505 W.Felix St City,State Zip Code: FORT WORTH TX 76115 i item Class-Item Quantity Unit Unit Price Total 44.000 Engine Assembly 250-C20J Recertification 1 EA 45,000 Bendix Fuel Control Exchange 1 EA 46.000 Bendix Fuel Control Overhaul 1 EA 47.000 Bendix Fuel Control Rental Rate 1 HR 49.000 Bendix Fuel Control Recertification 1 EA 50.000 Bendix Governor Exchange 1 EA 51.000 Bendix Governor Overhaul 1 EA 52.000 Bendix Governor Rental Rate 1 HR 53.000 Bendix Governor Recertification 1 EA 54.000 Bleed Valve Exchange 1 EA 55.000 Bleed Valve Overhaul 1 EA 56.000 Bleed Valve Rental Rate 1 HR Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Page 6of6 BID SOLICITATION Printed: 11/15/2016 BUYER:La'Kita Slack-Johnson PHONE#: (817)392-8314 ext. Vendor Name: IF ity of Ft Worth Address: ORT WORTH POLICE DEPT D 5 W.Felix St City,State Zip Code: ORT WORTH TX 76115 Item Class-Item Quantitit Unit Price Total 57.000 Bleed Valve Recertification 1 EA 58.000 Fuel Nozzle Exchange 1 EA 59.000 Fuel Nozzle Overhaul 1 EA 60.000 Fuel Nozzle Rental Rate 1 HR 61.000 Fuel Nozzle Recertification 1 EA 62.000 Engine Driven Fuel Pump Exchange 1 EA 63.000 Engine Driven Fuel Pump Overhaul 1 EA 64.000 Engine Driven Fuel Pump Rental Rate 1 HR 65.000 Engine Driven Fuel Pump Recertification 1 EA TOTAL. WE AGREE TO FURNISH ANY OR ALL OF THE ITEMS QUOTED AT THE PRICES SHOWN.QUOTE MUST BE HELD FIRM FOR PERIOD OF 90 DAYS. TERM OF PAYMENT: COMPANY: DELIVERY: SIGNATURE: TELEPHONE NUMBER: NAME AND TITLE: Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A CITY OF FORT WORTH PURCHASING DIVISION INSTRUCTIONS TO BIDDERS 1.0 SOLICITATION 1.1 Review of Documents: Bidders are expected to examine all documents that make up the Solicitation. Bidders shall promptly notify the City of any omission, ambiguity, inconsistency or error that they may discover upon examination of the Solicitation. Bidders must use a complete Solicitation to prepare Bids. The City assumes no responsibility for any errors or misrepresentations that result from the use of incomplete Solicitations. 1.2 Location of Documents: Solicitations are issued by the Purchasing Division. The location and phone number for the Purchasing Division are specified in the advertisement and in the solicitation. 2.0 EXPLANATIONS OR CLARIFICATIONS 2.1 Any explanation, clarification, or interpretation desired by a Bidder regarding any part of the Solicitation must be requested in writing from the Purchasing Division with sufficient time allowed for a written addendum to reach each Bidder before the submission of their Bid. Interpretations, corrections, or changes to the Solicitation made in any other manner are not binding upon the.City, and Bidders shall not rely upon such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Contract are not binding. 2.2 Requests for explanations or clarifications may be faxed to the City's Purchasing Division at(817) 392-8440. The fax must clearly identify the Buyer's name and the Solicitation number. Any material information given to one Bidder concerning a Solicitation will be furnished by an Addendum to all Bidders who have been issued a Solicitation. 2.3 Unauthorized Communications: Bidders' contact regarding this Invitation to Bid (ITB)with employees or officials of the City other than the Purchasing Manager, the Minority and Women Business Enterprise (M/WBE) Office, or as otherwise indicated in the ITB is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Respondent shall have any contact or discussion,verbal or written,with any members of the City Council, City staff or City's consultants, or directly or indirectly through others, seek to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. Any violation of this prohibition may result in the Respondent being disqualified from the procurement process. Any oral communications are considered unofficial and non-binding with regard to this ITB. 3.0 PRE-BID CONFERENCE If a pre-bid conference is held, the time, place, and nature of the conference will be specified on the cover page of the solicitation. Attendance at pre-bid conferences is not mandatory. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 3 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 4.0 PREPARATION OF BIDS Each Bidder must furnish all information required by a Solicitation on the documents provided. Bids submitted on other than the forms included in the Solicitation shall be considered non-responsive. Any attempt to alter the wording in the Solicitation is ineffective and will result in rejection of the Bid. 4.1 Taxes: Purchases of Goods or Services for City use are usually exempt from City, State, and most Federal Taxes. Bids may not include exempted taxes. The successful Bidder should request a Tax Exemption Certificate from the Purchasing Division. Under no circumstances shall the City be liable to pay taxes for which the City has an exemption under any Contract. 4.2 Brand Name or Equal: If the Solicitation indicates brand name or"equal" products are acceptable, the Bidder may offer an"equal"product and must be prepared to demonstrate those features that render it equal. Final determination of a product as "equal"remains with the City. 4.3 Delivery Time: Delivery time, if stated as a number of days, will be based on calendar days. Time is of the essence in any City purchase. If the indicated date cannot be met or the date is not indicated,the Bidder shall state its best delivery time. 4.4 Free on Board (FOB) Point: Freight Terms shall be FOB Destination, Freight Prepaid and Allowed. The Bidder should quote its lowest and best price,with the goods delivered to the place specified, at the Bidder's expense and risk, and there tender delivery to the City. Bids offering any other delivery terms are not acceptable and may be cause for rejection, 4.5 Prices: 4.5.1 Bids shall be firm priced offers unless otherwise specified. 4.5.2 Pricing shall be entered on the Bid Sheet in ink. 4.5.3 Totals shall be entered in the "Total Price" column of the Bid Sheet. 4.5.4 In the event of a discrepancy between unit price and extended price, the unit price shall govern. 4.5.5 Prices shall be offered in the Dollars of the United States of America (or decimal fractions thereof). 4.6 Signature: The Bidder must sign each document in the Solicitation requiring a signature. Any change made to the Bid must be initialed by the Bidder. 4.7 Bid Security: If a bid security is required for this purchase,the requirement will be reflected in the "Specification"section of the bid package. Cashier's check or an acceptable surety bond in the amount indicated in the Notice to Bidders must be submitted at the time the bid is submitted, and is subject to forfeiture in the event the successful bidder fails to execute the contract documents within 10 calendar days after the contract has been awarded. 4.7.1 To be an acceptable surety on the bond: 4.7.1.1 The name of the surety shall be included on the current Department of the Treasury's Listing of Approved Sureties (Department Circular 570); or ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 4 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 4.7.1.2 The surety must have capital and surplus equal 10 times the amount of the bond. The surety must be licensed to do business in the state of Texas. 4.8 Alternate Bids: Bidders may offer an "equal" product as an alternate bid. Final "approved equal" determination remains with the City. 4.9 Proprietary Information: 4.9.1 All material submitted to the City becomes public property and is subject to the Texas Open Records Act upon receipt. 4.92 If a Bidder does not desire proprietary information in the bid to be disclosed, each page must be identified and marked proprietary at time of submittal. The City will, to the extent allowed by law, endeavor to protect such information from disclosure. The final decision as to information that must be disclosed lies with the Texas Attorney General. 4.9.3 Failure to identify proprietary information will result in all unmarked sections being deemed non-proprietary and available upon public request. 4.10 Bid Preparation Costs: All costs associated with preparing a Bid in response to a Solicitation shall be borne by the Bidder. 4.11 Payments:All payment terms shall be"Net 30 Days" unless otherwise specified in the bid document. 4.11.1 Successful bidders are encouraged to register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website at http:/Iwww.fortworthgov.org/departments/, click on "Automated Clearing House Setup" under"Auctions and Vendor Information" 5.0 SUBMISSION OF BIDS 5.1 Copies: Unless otherwise specified, Bidders are required to submit an executed original and one (1) copy of the Bid. 5.2 Documents required with Bid:The following documents must be submitted with each Bid prior to the Due Date: 5.2.1 The signed Offer and Award Sheet; 5.2.2 The Bid Sheet; and 5.2 3 Any other document included in the Solicitation requiring completion or execution by the Bidder. 5.3 Addenda: Receipt of an Addendum must be acknowledged by signing and returning the Addendum with the Bid if requested or under separate cover prior to the Due Date and Time. Addenda containing bid pricing should be returned in a sealed envelope marked on the outside with the Bidder's name, address, the Solicitation number, and the Due Date and time. 5.4 Late Bids: Bids must be received in the Purchasing Division prior to the Due Date and Time. All Bids received after the Due Date and Time are considered late and will be returned to the Bidder unopened. The time stamp clock on the receptionist's desk in the Purchasing Division is the time of record. It is the sole responsibility of the Bidder to ensure timely delivery of the Bid. The City will not be responsible for ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 5 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A failure of service on the part of the U.S. Postal Office, courier companies,or any other form of delivery service chosen by the Bidder. 6.0 MODIFICATIOW OR WITHDRAWAL OF BIDS 6.1 Modification of Bids: Bids may be modified in writing at any time prior to the Due Date. 6.2 Withdrawal of Bids: Bids may be withdrawn in writing, telegraphically, or by facsimile (provided that the facsimile is signed by the Bidder) at any time prior to the Due Date. A Bid may also be withdrawn in person by a Bidder, provided the withdrawal is made prior to the Due Date. A receipt of withdrawal must be signed by the Bidder. No Bids may be withdrawn after the Due Date without forfeiture of the Bid guarantee, unless there is a material error in the Bid. Withdrawn Bids may be resubmitted, with or without modifications, prior to the Due Date. The City may require proof of agency from the person withdrawing a bid. 7.0 OPENING OF BIDS The Purchasing Division representative responsible for opening Bids shall confirm the time and announce the Bid opening. The representative shall then personally and publicly open all Bids timely received, reading each bid aloud. 8.0 EVALUATION FACTORS AND AWARD 8.1 Evaluation: Bidders may furnish pricing for all or any portion of the Solicitation (unless otherwise specified). However, the City may evaluate and award the Contract for any item or group of items shown on the Solicitation, or any combination deemed most advantageous to the City. Bids that specify an "all or none"award may be considered if a single award is advantageous. 8.2 Award: The City will award contracts to the bidder who offers the lowest bid meeting or exceeding all specifications. 8.2.1 The following criteria may be considered to determine the best value(see section 252.043 of the Texas Local Government Code): 8.2.1.1 Purchase Price; 8.2.1.2 Reputation of the bidder and of the bidder's goods or services; 8.2.1.3 Quality of the bidder's goods or services; 8.2.1.4 Extent to which the goods or services meet the City's needs; 8.2.1.5 Bidder's past relationship with the City; 8.2.1.6 Impact on the ability of the City to comply with laws and rules relating to contracting with historically underutilized businesses and non-profit organizations employing persons with disabilities; 8.2.1.7 Total long-term cost to the City to acquire the bidder's goods or services; and 8.2.1.8 Any relevant criteria specifically listed in the request for bids or proposals. 8.2.2 Total long-term cost may include specification conformance, delivery requirements, the life expectancy, cost of maintenance and operation, operating efficiency, training requirements, ITI3 No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 6 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A disposal value,warranties and other factors contributing to the overall acquisition cost of the product/services. 8.2.3 The City Council,when considering competitive sealed bids, may enter into a contract for certain purchases with a bidder whose principal place of business is in the corporate limits of the City of Fort Worth and whose bid is within 3 or 5 percent of the lowest bid, depending on the value of the request and goods or services requested, if the lowest bid is from a business outside the municipality and contracting with the local bidder would provide the best combination of price and other economic benefits to the municipality. Bidders interested in applying for local preference consideration shall complete the attachment titled "CONSIDERATION OF LOCATION OF BIDDER'S PRINCIPAL PLACE OF BUSINESS" and return it with their bid. 8.3 Acceptance of Bid:Acceptance of a Bid will be in the form of a Purchase Order or a Contract. Subsequent purchase releases may be issued as appropriate. The contents of a Bid shall become a part of the Contract. Under no circumstances will the City be responsible for Goods or Services provided without an acceptance signed by an Authorized City Representative. 8.4 Reservations: The City expressly reserves the right to: 8.4.1 Specify approximate quantities in the Solicitation; 8.4.2 Extend the Solicitation opening date and time; 8.4.3 Consider and accept alternate Bids, if specified in the Solicitation,when most advantageous to the City; 8.4.4 Waive as an informality, minor deviations from specifications provided they do not affect competition or result in functionally unacceptable goods or services; 8.4.5 Waive any minor informality in any Bid or Solicitation procedure (a minor informality is one that does not affect the competitiveness of the Bidder); 8.4.6 Add additional terms or modify existing terms in the Solicitation; 8.4.7 Reject a bid because of unbalanced unit prices bid; 8.4.8 Reject or cancel any or all Bids; 8.4.9 Reissue a Solicitation; 8.4.10 Procure any item by other means; and/or 8.4.11 Award to multiple vendors on a non-exclusive award basis, or primary and secondary vendors. 9.0 POST-BID DOCUMENTS REQUIRED FROM BIDDERS 9.1 Certificates of Insurance: When insurance is required, the successful Bidder must provide Certificates of Insurance in the amounts and for the coverages required to the Purchasing Office within 14 calendar days after notification of award, or as otherwise required by the Solicitation. 9.2 Payment and/or Performance Bonds: When Payment and/or Performance Bonds are required, the successful Bidder must provide the bonds, in the amounts and on the conditions required, within 14 calendar days after notification of award, or as otherwise required by the Solicitation. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 7 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 9.3 Minority Business Enterprise (MBE) Documents: If an MBE goal has been established for the bid, the applicable documents must be submitted by all bidders wishing to continue in the bid evaluation process within five (5) City business days after the bid opening date, exclusive of the bid opening date, to the City location specified in the bid. Bidders shall obtain a receipt from the appropriate department as evidence that the City received the documentation. 10.0 PROTEST PROCEDURE 10.1 Vendors who respond to Invitations to Bid have the right to protest the solicitation process or the bid award if they believe that there has been any impropriety or unfair criteria in the process, 10.2 The vendor must submit any protest in writing to the Purchasing Manager within 14 days after the vendor knows, or should have known, of the facts relating to the proposed action or award. 10.3 The Purchasing Manager, or designee, is authorized to resolve a protest concerning a purchasing action through telephone discussions, mail, email or in person meetings with the protesting vendor. 10.4 After discussions or meetings, the Purchasing Manager or designee will issue a decision in writing, state the reasons for the action taken and inform the protesting vendor of the right to review by a panel made up of City staff. 10.5 A City protest review panel will consist of an Assistant City Attorney, a representative of the operating department, the Purchasing Manager and any other appropriate personnel or employees of the operating department. 10.6 If the panel is unable to resolve the protest, or if the panel makes a decision with which the vendor does not agree, the protesting vendor will be invited to attend the City Council meeting at which the recommended award is to be presented to the City Council and make known his/her concerns. The protesting vendor will be instructed to arrive prior to the start of the City Council meeting and complete a card requesting to speak concerning the particular Mayor and Council Communication document (M&C) in question. 10.6.1 Vendors wishing to speak before the City Council should review the rules for registering to appear before City Council located at: http://fortworthtexas.gov/citysecreta!)/info/default.aSDX?id=2914 on the City's website. Revised February 21, 2013 ITB No.1 7-0043 Turbine Engine Parts and Repairs for Helicopters Page 8 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 1.0 SCOPE OF WORK 1.1 The City of Fort Worth (City) is accepting bids for annual agreements for Rolls Royce turbine engine parts and repairs for City owned helicopters as specified in this Invitation to Bid (ITB.) 1.2 The agreement will be for a one (1)one-year period with options to renew for up to four(4) additional one-year periods. 1.3 Bidders shall provide pricing for all items as listed in the Bid Solicitation Sheet. 1.4 The Vendor shall provide a control list of names, telephone, pager and cellular telephone numbers that shall be kept up to date throughout the life of the agreement by the Vendor. (See Attachment A.) 2.0 INTENT 2.1 The purpose of this ITB is to describe the minimum requirements of an annual agreement for the provision of turbine engine parts and services for two (2) Police Department/Air Support Division (PDASD) Bell 206133 helicopters. 2.2 The successful bidder(s), hereinafter"Vendor(s)"shall furnish equipment, materials, and labor to provide turbine engine parts and services in an efficient and timely manner as requested by authorized PDASD employees. 3.0 ESTIMATED QUANTITIES The quantities listed in this ITB are only estimates based on anticipated usage and are not an intent to purchase, or a guarantee of future orders. The actual quantities may vary according to the needs of the City. The City is only obligated to pay for services actually ordered by an authorized City employee and then received and accepted as required by the City. 4.0 PARTS All parts utilized in repairs, replacements or installations on City vehicles, and equipment must be new unless otherwise requested by PDASD personnel. Any rebuilt or remanufactured parts must be approved in writing by PDASD personnel prior to being utilized by a vendor. l 5.0 METHOD OF AWARD AND EVALUATION 5.1 Bids will be awarded based on the lowest responsive and responsible bidder complying with all of the provisions of the solicitation, provided the bid price is reasonable, and it is in the best interest of the City to accept it. 5.2 In order for the City to receive adequate coverage on its requirements as specified in the solicitation, the City reserves the right to make multiple awards. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 9 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 5.3 The City also reserves the right to reject the bid of a bidder who has previously failed to perform properly or complete on time agreements of a similar nature. 5.4 The City reserves the right to accept or reject in whole or in part any or all bids received and to make an award on the basis of individual item, combination of items, or overall bid, as it is deemed in the best interest of the City. 6.0 BIDS SUBMITTAL 6.1 Bidders shall submit the following items with their bid: 6.1.1 A completed and signed original Invitation to Bid (ITB) form. 6.1.2 A completed and signed original Bid Solicitation form. 6.1.3 A completed Reference Information form, Attachment A. 6.1.4 A completed Vendor Contact Information form,Attachment B. 6.1.5 A completed and signed original Conflict of Interest Questionnaire, Attachment C. 6.1.6 A completed and signed original Consideration of Location of Bidder's Principal Place of Business,Attachment D, if applicable to bidder. 6.1.7 Two (2) copies of all documents listed in Section 6.0. 6.2 Failure to submit the items listed in Section 6.0 may be grounds for rejection of a bid as non-responsive to the specifications. 7.0 INVOICES 7.1 All invoices should be submitted directly to the requesting department. It is the responsibility of the Vendor to get the name of the responsible person, telephone numbers and address of the department at the time the service is requested. The requesting department is required to issue a purchase order number to the Vendor during this process. 7.2 A properly prepared invoice shall be typewritten or computer printed and shall include the Vendor's name and federal tax-identification number, invoice number, address, date, location and service description, unit price, extended cost, City issued purchase order and release number. Incomplete or inaccurate invoices may result in delayed payments, as they shall be returned to the Vendor for correction and re- submittal. 8.0 INSURANCE REQUIREMENTS 8.1 Insurance Section—Basic Coverage Lines and Applicable Policy Limits. The successful bidder must provide a certificate of insurance documenting the required insurance coverage(s) listed below within 10 days of notice of award and at least 10 days prior to policy expiration date (s). Insurance coverage(s) required herein are ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 10 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A intended to respond to occurrences which may arise from services and/or goods related to this bid solicitation. 8.2 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease— Policy limit $100,000 Disease—Each Employee Workers' Compensation and Employers' Liability coverage with limits consist with statutory benefits outlines in the Texas Workers' Compensation Act(Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat.)and minimum policy limits for Employers' Liability. 8.3 Commercial General Liability Insurance shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not limited to premises/operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as Comprehensive as the current Insurance Services Office (ISO) policy. In some instances, Errors & Omission coverage may be included by endorsement. 8.4 Auto Liability Insurance shall be provided as $1,000,000 Combined Single Limit Each Accident. A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and non-owned. 8.5 Policies shall be endorsed to provide the City of Fort Worth a thirty(30) day notice of cancellation, material change in coverage, or non-renewal of coverage. Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear(AIIMA). 8.6 Certificates of Insurance and Endorsements effecting coverage required by this clause shall be forwarded to: City of Fort Worth Purchasing Division—Bid No. 17-0043 1000 Throckmorton Street(Lower Level) Fort Worth,Texas 76102 9.0 ADDITIONAL INSURANCE REQUIREMENTS 9.1 The City of Fort Worth, its Officers, Employees and Volunteers shall be named as an Additional Insured. Exception: the additional insured requirement does not apply to Workers' Compensation policies. Thirty(30) days' notice of cancellation or non-renewal is required. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 11 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Example: "This insurance shall not be canceled, limited in scope or coverage, cancelled or non-renewed, until after thirty(30) days prior written notice has been given to the City of Fort Worth." 9.2 Waiver of rights of recovery(subrogation) in favor of the City of Fort Worth. 9.3 The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers'compensation, all insurers must have a minimum rating of A: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. 9.4 If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance is required for any differences. Excess Liability shall follow form of the primary coverage. 9.5 Unless otherwise stated, all required insurance shall be written on the occurrence basis. If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims- made and the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 10.0 CONTRACT ADMINISTRATION 10.1 Contract administration will be performed by the PDASD. In the event the Vendor fails to perform according to the terms of the agreement, the Department head or his/her designee will notify the Vendor, in writing, of its failures.A meeting may be arranged to discuss the Vendor's deficiencies. A written cure notice may be prepared giving the Vendor 14 calendar days to cure any deficiency. 10.2 In the event the Vendor continues with unsatisfactory performance, the department will promptly notify the Purchasing Manager who will take appropriate action to cure the performance problem(s),which could include cancellation,termination for convenience or default. If the agreement is terminated for default, the Vendor may be held liable for excess cost and/or liquidated damages. 10.3 The Vendor will be paid only those sums due and owing under the agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are, or which may become, due and owing to the City. 10.4 The City reserves the right to terminate this agreement, or any part hereof, for its sole convenience. In the event of such termination, the Vendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this agreement, the Vendor shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 12 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit Vendor can demonstrate to the satisfaction of the City using its standard record keeping system, have resulted from the termination. However, in no event shall the total of all amounts paid to the Vendor exceed the agreement price. The Vendor shall not be reimbursed for any profits which may have been anticipated, but which have not been earned up to the date of termination. 11.0 OPTION TO EXTEND/RENEW THE TERM OF THE AGREEMENT 11.1 The term of the agreement shall be for a period of one (1)year with options to renew annually for up to four(4)additional one-year periods. The City may extend the term of this agreement by written notice to the Vendor within 30 calendar days; provided, the City gives the Vendor a preliminary written notice of its intent to extend at least 60 calendar days before the agreement expires, and the renewal/extension is mutually agreed upon by both parties to the agreement. 11.2 The preliminary notice does not commit the City to an extension. If the City exercises this option,the extended agreement shall be considered to include this option clause. 12.0 UNIT PRICE ADJUSTMENT 12.1 The unit prices may be adjusted for increases or decreases in Vendor's cost during the renewal period but before the effective date of the renewal upon written request from the Vendor. 12.2 The Vendor must submit its price adjustment request, in writing, at least 60 days before the renewal effective period. The Vendor shall provide written proof of cost increases with price adjustment request. 12.3 If the City concludes that the rate increase being requested is exorbitant, the City reserves the right to adjust the rate request, or reject the rate request in its entirety and allow the Agreement to expire at the end of the Agreement term. If the City elects not to exercise the renewal option,the Purchasing Division will issue a new solicitation. 12A Prices bid shall remain firm for each one-year term of the Agreement and shall include all associated freight and delivery costs. 12.5 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors in extensions or totals, the unit prices offered will govern. 12.6 Upon expiration of the Agreement term the successful bidder, agrees to hold over under the terms and conditions of this Agreement for a reasonable period of time to allow the City to re-bid an Agreement, not to exceed ninety(90)days.Vendor will be reimbursed for this service at the prior Agreement rate(s).Vendor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of this Agreement. 12.7 Delivery of goods and/or services shall not be suspended by the Vendor without a 30 day prior written notice to the Purchasing Manager. 12.8 If the City accepts the rate adjustments, an amendment will be issued to reflect the new unit prices. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 13 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 13.0 CHANGE IN COMPANY NAME OR OWNERSHIP The Contractor shall notify the 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 the company 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 do so may adversely impact future invoice payments. 14.0 SUBCONTRACTING No subcontracting of the work under this Agreement will be allowed without written permission. 15.0 DELIVERY 15.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the unit price. The person placing the order will provide delivery and billing information. No additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid by the City. 15.2 There may be instances when the Vendor may be asked to accelerate delivery of an order(s)due to extenuating circumstances. When this occurs, the Vendor will be expected to provide this service at no additional cost. 15.3 In the event the Vendor is unable to meet the original delivery date(s), the City must be contacted immediately, but prior to the due date, and seek an extension of delivery time. Failure to comply with the deNvery terms may be legal grounds for canceling an order(s), or the entire Agreement in accordance with the Termination Clause shown elsewhere in the solicitation. 15.4 Delivery tickets must include the City's Blanket Purchase Order Number and the ordering department's Release Number. 16.0 RESPONSIBILITIES 16.1 Supervision -The Vendor shall, during all periods of contract performance, provide competent supervision of his employees to assure complete and satisfactory fulfillment of the work and the terms of this Contract. The Vendor or a capable,fully authorized representative must be immediately available during all work activities to receive any and all special instructions from the Purchasing Manager or designee. %2 Safety-The Vendor must be thoroughly familiar with all prevailing safety measures pertinent to its operations. This shall include, but not necessarily be limited to Environmental Health Agency(EPA) regulations, Fort Worth City Ordinances, and Occupational Safety and Health Agency (OSHA) regulations. In addition, the Vendor shall be wholly responsible for instructing its employees in these safety measures and seeing that they are fully complied with in every respect. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 14 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 16.3 Hazards-The Vendor shall at no time permit placing or use of equipment in such manner as to create safety hazards. Vendor personnel shall provide appropriate warning devices when necessary and cooperate in the fullest in allowing through passage of other vehicles and personnel, even to the point of interrupting their own work, if necessary. 16.4 Defective Work and Damages-The Vendor shall be wholly responsible for and shall promptly correct or restore all defective work or damages to any/all City facilities caused by its activities. Restoration and correction shall be to the complete satisfaction of the City. This shall apply to any part of a building, its appurtenances, the adjacent grounds, or any other tangible damage incurred in the performance of the Contract. 16.5 Failure by the Vendor to proceed promptly with corrective actions may be cause for cancellation of this Contract with amount(s) necessary to correct defective work and/or damage being withheld from payments due or to become due to the Vendor. 16.6 Regulations—Vendor shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations pertaining to the performance of the work specified herein even if they come into effect after the start of this agreement. All mandates requiring the City to comply with new guidelines will also require the City Contractors to comply. 16.7 Performance -Failure of the City to insist in any one or more instances upon performance of any of the terms and conditions of this contract shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions, but the Contractor's obligation with respect to such performance shall continue in full force and effect. 17.0 LAWS, REGULATIONS, AND ORDINANCES The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality(TCEQ). 18.0 QUESTIONS Questions, explanations or clarifications desired by a bidder regarding any part of the bid must be requested in writing from the Purchasing Division not less than seven (7) business days before the bid opening date. Interpretations, corrections or changes to the bid made in any other manner are not binding upon the City, and bidders shall not rely on such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Agreement are not binding. Requests shall be sent to the following: 18.1 LaXita Slack-Johnson, Senior Buyer, lakita.slackpfortworthtexas.gov 18.2 City of Fort Worth Purchasing Division ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 15 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Attention: LaXita Slack-Johnson, ITB No. 17-0043 1000 Throckmorton Street Fort Worth, Texas 76102 18.3 Facsimile: (817) 392-8440, Attention: LaXita Slack-Johnson DETAILED SPECIFICATIONS FOR TURBINE ENGINE PARTS AND REPAIRS 19.0 DEFINITIONS 19.1 OEM Rolls Royce Engines hereinafter: turbine engines 19.2 Parts, Engines and Components hereinafter: parts 19.3 Service on Parts, Engines&Components hereinafter:service 19.4 City of Fort Worth: hereinafter: City 19.5 Police Department/Air Support Division hereinafter: PDASD 19.6 Federal Aviation Administration hereinafter: FAA 20.0 GENERAL REQUIREMENTS 20.1 Any documents of any kind attached to this bid or submitted to any City Department at any time now or in the future in any form, by Vendor shall not add to, delete from or change in any way the requirements as outlined in these original bid documents or addendums issued by the City. 20.2 All original City of Fort Worth bid documents and purchase orders shall supersede or be superior to any documents submitted by Vendor at any time. Any signature upon any document or contract by City Department, employees, its officers or agents upon delivery shall not relinquish, add to, delete from or change in any ways the requirements of these specifications. 20.3 Vendor must meet the minimum insurance requirements as stated within the official bid documents. 20.4 Vendor shall comply with all local City, County, State, and Federal rules, ordinances, laws and regulations as set forth now and any enacted in the future. 20.5 Successful Vendor shall keep certifications and license up to date throughout the life of this agreement and submit copies to the City. 20.6 Vendor will provided to PDASD information found on parts, engines, or components serviced or replaced such as serial numbers, model numbers, including operation hours starting at time of service. Vendor shall include any information required by local City, County, State, and Federal rules, ordinances, laws and regulations as set forth now and any enacted in the future. 20.7 Vendor shall immediately notify the PDASD Contract Administrator of any parts that has or could fail to operate as designed. Upon completion of services made to parts, any failures and the reason for failure shall be indicated in reports submitted to the PDASD ContractAd min istrator. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 16 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 21.0 TESTING REQUIREMENTS 21.1 Testing of lubricants in or on parts shall be done no less than the manufacturer and FAA requirements or in the absence of manufacturer or FAA requirements. Testing shall be done by request of the PDASD Administrator for detection of any potential internal malfunctions as to aid in avoiding major breakdown and cost in repair of the parts. 21.2 Vendor shall have a Manufacturer and FAA approved onsite-testing cell for the purpose of testing all parts. 21.3 Vendor shall have the sole responsibility of declaring the testing results for all parts, components and equipment as acceptable or unacceptable and reporting the results to the PDASD Administrator. 21.4 Any part found with unacceptable test results and the reason why the part is rated as unacceptable shall be indicated in the records and immediately reported to the PDASD Contract Administrator. 21.0 PART REQUIREMENTS 22.1 Parts shall be Original Equipment Manufacturer (OEM). Only aftermarket parts that meet Rolls Royce DIL-246, FAA and PDASD requirements can be used or supplied by mutual agreement of both parties. Cost of aftermarket parts shall not exceed 75% of new OEM part prices without consent of PDASD, due to availability. 22.2 All internal and external parts shall be Sermetal coated tested to Rolls Royce specification MSRR 9141, to include: 100 hours resistance to intermittent salt spray (8 hours on 60 hours off), Dry heat at 6000C(1115°F)for 100 hours, Lubricating oils- 100 hours at room temperature, 100 hours at 700C& 100 hours at 150°C Skydrol hydraulic fluid-- 100 hours at room temperature, 100 hours at 70'C, Methanol-100 hours at room temperature, Water and Methanol mix- 100 hours at room temperature 22.3 Remaining times and cycles on internal parts must be adequate to make the next inspection or overhaul. 22A All applicable service bulletins on parts, components and equipment must be compiled with or up to date at inspection or overhaul. 22.5 Vendor shall tear down parts to determine the cost of restoration to OEM specifications. Upon the completion of the tear down, a report shall be made to the PDASD Administrator shall then determine if the parts will be rebuilt, exchanged or replaced. Overhaul price shall not exceed exchange price. 22.6 Vendor shall provide rental of parts based on an hourly rate. Parts shall meet all requirements of these specifications. 22.7 Vendor shall return all non-serviceable parts to PDASDAdministrator. 22.8 Should any parts be required to be shipped to and/or from PDASD, Vendor shall provide crates, boxes, packing materials with assembly and packing ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 17 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A instructions that must meetthe manufacturer, FAA and PDASD requirements. 22.9 Vendor shall be responsible for all cost of shipping to and from PDASD, crates, boxes, packing materials, assembly instructions, packing instructions and the cost of insurance to cover lost or damaged parts during shipping process. 22.10 Freight F.O.B. Point will be at location provided by PDASD. 22.11 Turnaround time to overhaul any parts, components and equipment shall be agreed to by both parties at the time service is ordered, however, turnaround time shall not exceed 90 days on any parts including shipping time to and from PDASD. If turnaround time does exceed 90 days, the Vendor hall offer a 50% discount on the hourly rate of the engine rental City will be using during the repair time. 22.12 The successful Vendor awarded the agreement shall be required to provide up to date or current manufacturer's parts and price list in a form that is acceptable to the PDASD Administrator. 23.0 REQUIRED EQUIPMENT AND FACILITIES 23.1 Vendor's equipment, tools and facilities shall comply with all manufacturer requirements, local City, County, State and Federal rules, ordinances, laws and regulations as set forth now and enacted in the future and shall remain current throughout the life of this agreement. 23.2 The City reserves the right to inspect all equipment, tools and facilities required to be used in the performance of this agreement before, during and after the award of this agreement and during the performance of this agreement. 23.3 Vendor shall have all calibrated equipment-and tools necessary to perform all requirements of this agreement. 23.4 All equipment,tools,facilities and required Vendor test cell used in the performance of this agreement shall be fully maintained, clean, in good working condition, suitable for the intended purpose and operated by manufacturer and FAA qualified and licensed personnel. 23.5 Vendor shall provide a reasonable ability for PDASD to pick-up new or drop off used; parts, components or equipment on an as needed basis. 24.0 VENDOR RESPONSIBILITIES 24.1 The Vendor shall, during all periods of this agreement performance, make available, experienced supervision of employees to assure complete and satisfactory fulfillment of the work and the terms of this agreement The Vendor or a fully authorized representative must be available during all work activities to receive any and all instructions from the City. 24.2 The Vendor must be thoroughly familiar with all safety measures pertinent to its ITB No.'17-0043 Turbine Engine Parts and Repairs for Helicopters Page 18 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A operations. This shall include, but not be limited to any manufacturer, local, City, County, State and Federal rules, ordinances, laws and regulations as set forth now and enacted in the future and shall continue throughout the life of this agreement. Vendor shall be responsible for instructing its employees in all safety measures and compliance. The Vendor shall at no time permit use of equipment or tools owned by Vendor or operate City-owned parts being serviced in a manner as to create a safety hazard or cause damage and/or injury to any person, parts or property. 24.3 Vendor shall provide factory or manufacturer trained and certified technicians on an as required basis to provide on-site service at any location requested by the PDASD Administrator. Technicians may be required to complete or assist in completion of servicing parts components and equipment. Majority of onsite services will be but not limited to the PDASD facilities. 24.4 On rare occasions PDASD, equipment and employees may be assigned to perform duties outside the corporate limits of the City. Assignments can be, but not limited to, projects such as assisting other governmental entities when large disaster occurs. Some locations could be at a distance requiring overnight or extensive travel. Vendor may be required to respond to provide such services, parts or components as specified at any time during normal work hours, nights, weekends or holidays. 24.4.1 All overnight or extensive travel and expenses must be approved in advance by the POASD Administrator, no exceptions. Failure to get approval can result in objection and result in nonpayment of unauthorized overnight or extensive travel expenses. 24.4.2 Should overnight or extensive travel and expenses be required, all expenses will be reasonable and acceptable to the City. The City reserves the right to review all travel expenses by obtaining copies of original receipts from the Vendor. The City reserves the right to accept or reject any portion of the expenses that are found to be unreasonable or excessive. 24.4.3 Lodging and meal charges cannot begin until 12:00 noon the first day the service of parts begins and will end at 12:00 noon the last day of the servicing of parts. Travel time is considered work time. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 19 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, Vendors and sub-vendors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The consultant, Vendor , supplier, vendor or other provider of goods and/or services, its officers, agents, servants, employees, vendors and sub-vendors who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth (the "City") may be requested by a member of the public under the Texas Public Information Act. See TEx. GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information, the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its information may not lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be released without penalty to the City. 4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVI I, Section 16, City of Fort Worth Charter) 5.0 ORDERS 5.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 20 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 6.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 7.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 8.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified otherwise in Seller's bid. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's bid or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 10.0 PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 11.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 12.0 INVOICES 12.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.0 PRICE WARRANTY 1TB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 21 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 13.1 The price to be paid by Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase, In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's bid, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 14.0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the bid invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 15.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 16.0 SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Seller; however Buyer may make copies of the software expressly for backup purposes. ITS No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 22 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A 17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY Seller warrants that the goods or services do not infringe upon or violate any United States patent, copyright, or trade secret. Seller will defend at its expense any action against Buyer or Buyer as licensee to the extent that it is based on a claim that goods used or services provided used within the scope of the license hereunder infringe upon a United States patent, copyright or trade secret, and Seller will pay any and all costs and damages finally awarded against Buyer or Buyer as licensee in such actions which is attributable to such claim. Should the products or services become, or in Seller's opinion be likely to become, the subject of any claim of infringement, Seller shall either: (a) procure for Buyer the right to continue to use the goods or services; or (b) modify the goods or services to make them non-infringing, provided that such modification does not materially adversely affect Buyer's authorized use; or (c) replace the goods or services with equally suitable, compatible, and functionally equivalent non-infringing goods or services at no additional cost to the Buyer; or (d) if none of the foregoing alternatives is reasonably available to Seller, terminate this agreement and refund to Buyer the payments actually made to Seller under this agreement. 18.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be considered "work(s) made for hire' and will be and remain the exclusive property of the City. To the extent that the Work Product, under applicable law, may not be considered work(s)made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 19.0 NETWORK ACCESS The City owns and operates a computing environment and network (collectively the "Network"). If Seller requires access, whether onsite or remote, to the City's network to provide services hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. 20.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 23 of 32 Agreement Between the City of fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A "Notice of Termination" specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 22.0 ASSIGNMENT/DELEGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any applicable bid documents published by the Buyer and Seller's Response to such bid (the"contract documents"). This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict between the contract documents, the order of precedence shall be these Standard Terms and Conditions, the Buyer's published bid documents and the Seller's response. If Buyer and Seller have otherwise negotiated a contract,this Agreement shall not apply. 26.0 APPLICABLE LAW/VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 24 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 27.0 INDEPENDENT VENDOR Seller shall operate hereunder as an independent vendor and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and sub-vendors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and sub-vendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and sub-vendors. 28.0 INDEMNIFICATION /LIABILITY SELLER COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL SUITS OR CLAIMS FOR DAMAGES OR INJURIES, INCLUDING DEATH, TO ANY AND ALL PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ANY NEGLIGENT ACT, OMISSION, ANY ACT OR OMISSION TRIGGERING STRICT LIABILITY, THE VIOLATION OF ANY LAW OR REGULATION, OR INTENTIONAL CONDUCT ON THE PART OF THE SELLER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES OR SUBVENDORS, AND SELLER DOES HEREBY ASSUME ALL LIABILITY AND RESPONSIBILITY FOR INJURIES, CLAIMS OR SUITS FOR DAMAGES TO PERSONS OR PROPERTY, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, OCCURRING DURING OR ARISING OUT OF THE PEFORMANCE OF THIS CONTRACT AS A RESULT OF ANY NEGLIGENT ACT, OMISSION OR INTENTIONAL CONDUCT ON THE PART OF THE SELLER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES OR SUBVENDORS. 29.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or u n enforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 1000 ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 25 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A Throckmorton Street, Fort Worth, Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to the address given by Seller in its response to Buyer's invitation to bid. Or if sent via express courier or hand delivery, notice is considered received upon delivery. 32.0 NON-DISCRIMINATION This contract is made and entered into with reference specifically to Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents, vendors or sub-vendors, have fully complied with all provisions of same and that no employee, participant, applicant, vendor or sub-vendor has been discriminated against according to the terms of such Ordinance by Seller, its employees, officers, agents, vendor or sub-vendors herein. 33.0 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. Seller shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Seller 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 Seller with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any worker who is not legally eligible to perform such services. Seller shall provide Buyer with a certification letter that it has complied with the verification requirements required by this Agreement. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller, 34.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35.0 RIGHT TO AUDIT Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three (3)years after final payment under this contract, and at no additional cost to Buyer, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Seller involving transactions relating to this contract, including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees that the Buyer shall have access, during normal working hours, to all necessary Seller facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code. The Buyer shall give Seller reasonable advance IT8 No,17-0043 Turbine Engine Parts and Repairs for Helicopters Page 26 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A written notice of intended audits, but no less than ten (10)business days. 36.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its sub-vendors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its sub-vendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or sub-vendors against Buyer arising out of Seller's and/or its sub-vendors alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37.0 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Revised November 13, 2012 ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 27 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A ATTACHMENT A REFERENCES Complete and Return This Form with the Bid Bidders shall furnish the following information with their bid,for at least three(3)recent customers to whom products and/or services have been provided that are similar to those required by this ITB. Company's Name Name of Contact Title of Contact Present Address City, State,Zip Code Telephone Number ( ) Fax ( ) Number Company's Name Name of Contact Title of Contact Present Address City, State,Zip, Code Telephone Number ( ) Fax ( ) Number Company's Name Name of Contact Title of Contact Present Address City, State,Zip Code Telephone Number ( ) Fax ( ) Number ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 28 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A ATTACHMENT B CONTACT INFORMATION Complete and Return This Form with the Bid Bidders shall provide a list of names with contact numbers to the City of Fort Worth Purchasing Division with this bid. The list will contain the names and phone numbers of Vendor staff to be notified of a request for service. Successful Vendor shall keep list up to date throughout the life of the agreement. Name of Contact Title of Contact Present Address City, State, Zip Code Telephone ( ) Email Number Name of Contact Title of Contact Present Address City, State, Zip Code Telephone ( } Email Number Name of Contact Title of Contact Present Address City, State, Zip Cade Telephone ( ) Email Number 1TB No.1 7-0043 Turbine Engine Parts and Repairs for Helicopters Page 29 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A ATTACHMENT C CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Forms CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176, A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 30 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local govemmental entity This questionnaire is being filed in accordance with chapter 176 of the Local OFFICE USE ONLY Government Code by a person doing business with the governmental entity. Date Received By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person doing business with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a),Local Government Code,is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or Inaccurate.) 3 Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. 4 Describe each affiliation or business relationship with a person who Is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. Amended Oii1312000 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity Page 2 5 Name of local government officer with whom filer has affiliation or business relationship.(Complete this section only if the answer to A,13,or C is YES.) This section,item 6 including subparts A,B, C&D,must be completed for each officer with whom the filer has affiliation or business relationship.Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? 1-1 Yes F-1 No B. is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ❑Yes ❑ No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director,or holds an ownership of 10 percent or more? Ll Yes No D. Describe each affiliation or business relationship. 6 Describe any other affiliation or business relationship that might cause a conflict of interest. 7 Signature of person doing business with the governmental entity Date Amended 01/13/2006 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A ATTACHMENT D CONSIDERATION OF LOCATION OF BIDDER'S PRINCIPAL PLACE OF BUSINESS Section 2-14 of the Fort Worth Code of Ordinances authorizes the City Council,when considering competitive sealed bids,to enter into a contract for certain purchases with a bidder whose principal place of business is in the corporate limits of the City of Fort Worth and whose bid is within 3 or 5 percent of the lowest bid,depending on the value of the request and goods or services requested, if the lowest bid is from a business outside the municipality and contracting with the local bidder would provide the best combination of price and other economic benefits to the municipality. Requests to be considered a local business must be submitted on this form with bid packages to be considered by the City of Fort Worth. Questions should be addressed to the Purchasing staff listed in the bid or request package. The Fort Worth City Council requires the following information for consideration of location of a bidder's principal place of business. Add additional sheets if needed to provide this information. 1. Locational Eligibility: Principal Place of Business in Fort Worth,Texas. a. Do you have a Fort Worth office? If yes, identify address: b. What percentage of estimated gross company sales (worldwide)are sales originating in Fort Worth? "Originating in Fort Worth"shall mean payable at the Fort Worth office. [must exceed 50%] _ 2. Economic Development opportunities resulting from contract. a. Number of Fort Worth resident-employees? b. Amount of City of Fort Worth ad valorem taxes(real and business personal property)paid by company(for prior tax year—Fort Worth office or former location, if Fort Worth office is newly- established)? Certification of information. The undersigned does hereby affirm that the information supplied is true and correct as of the date hereof, under penalty of perjury. (Company Name) (Date) (Signature) (Printed Name and Title) ITB No.V-0043 Turbine Engine Parts and Repairs for Helicopters Page 31 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A FoRTWORTHO NO BID SHEET FOR BID NO: 17-0043 TURBINE ENGINE PARTS AND REPAIRS FOR HELICOPTERS BID OPENING DATE: DECEMBER 1,2016 LaKita Johnson, Senior Buyer Purchasing Division (817)392-8314 Fax No.(817)392-8440 E-mail address.lakita.slack(&fortworthtexas.clov If your firm has chosen not to submit a bid for this procurement, please complete this form and submit to: City of Fort Worth Purchasing Division 1000 Throckmorton Street Fort Worth,Texas 76102 Please check the items that apply: Do not sell the item(s)required. Cannot be competitive. Cannot meet the Specifications highlighted in the attached Bid. Cannot provide Insurance required. Cannot provide Bonding required. F] Cannot comply with Indemnification requirements. Job too small. Do not wish to do business with the City. Other reason. Company Name: Authorized Officer or Agent Signature: Telephone: ( ) FAX Number: ( ) ITB No.17-0043 Turbine Engine Parts and Repairs for Helicopters Page 32 of 32 Agreement Between the City of Fort Worth and Keystone Turbine Services,LLC(2019)-Exhibit A i I I LESSEE: KEYSTONETURBINE SERVICES LLC (Signature) (Signature) i NAME: NAME: ohn Fraser I TITLE; TITLE: General Manager Date: Date:_ 1.115.1aa2fl i APPROVAL RECOMMENDED; I By: Name: Edwin Kraus Title: Chief of Police ATTEST: i By: City Secretary CONTRACT COMPLIANCE MANAGER; By signing I acknowledge that 1 amthe person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. i 1 By. Name: i Title: j APPROVED AS TO FORM AND LEGALITY: By: Name: Thomas Royce Hansen Assistant City Attorney CONTRACT AUTHORIZATION: M&C: NIA Agreement Between the City of Fort Worth and Keystont,Turbine Services,LLC Page 7 of 7 i i