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HomeMy WebLinkAboutContract 55745ORT VVOBTH CITY OF FORT WORTH SOLE SOURCE PURC�iASE AGREEMENT This Sole Source Purchase Agreemen# ("Agreement") is entered into by and betweea Newman Regency Group �('�Seller") and the.City of Fort Worth, ("Buyer"), a Texas home rale municipal corporation. The Sole Source Purchase tlgreement includes the followirig documents which shall be constnted in the order of precedence in wfiich they are Jisted: 1. This Sole Source Purchase Agreemant; 2. Exhibit A; Terms and Conditions; 3. Exhibit B; _ Cantlict of Interest Questionnaire. 4. Exhibit C: Seller Contact Information � 5. . Exhibit D; Verification of Signature Authority 6. Exhibit E: Se]ler's Sole Source Justification I,etter arid - 7. Exhibit F: Seller's Proposal Exhibita A, B, C, D, E, and F, wluch are atfached hereto and incarporated herein, are made a part of tlus Agreemen# far all purposes. The Amount of this conirac,t shall not exceed �100,000.00: T,he undersigned.represent� and warranta that he or she has the power and authority fa execute this Agreement and bind the respective Seller, Seller and Buyer have caused t}us Agreement to be . exacuted by their duly suthorized representatives to be� effective as of the dat�. si� below: Seller Name: . � Buyer: Cily of Fort Worth . I N�Z�N �—��vc� C,✓lo�/�? iX �. _; . Authorized Signahue' � Aut�orized Signature: -�� Printed Natne: /�£L .D. dGu��c,� Printed Name: �, � S ,. � , -� C►� „'�c�, i � Title: ��G-"i�tR ��i�7�SGlIiE1E Title: �UIrC.v�As��n (�.q,, �rrilo� Date: '� Z. 3 Zo Z 1 . Dafe; r �Z . CSC No. 55745 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 reporing. re4ui�emen Signature: Date: _ � � a, _ . - Name: Darla Morales . 'I`itle; Paits Material Supervisor �. Attest: By: Mary J Kayser Ciry Secretary 1 - OFFICIAL RECORD � CITY SECRETARY FT. WORTH, TX l [Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AI�TD AGREED:] City: �c� 5��:����.G.G B�7� Dana BurghdofF (May 2Q 20 15:11 CDT� Name: Dana Burghdoff Title: Assistant City Manager Date: May 20, 2021 CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS: Approval Recommended: cGc���r�GCe� t�r7e� Christopher arder(May19,2021135ZCDT) Y� Name: Chris Harder Title: Water Director Approved as to Form and Legality: Cl�ristcr R. Lopez-Revvrolds Bp� Christa R LoperReyno ds (May 19, 202114:37 CDT) Name: Christa R. Lopez-Reynolds Title: Sr. Assistant City Attorney Contract Authorization: M&C: 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. �Gq �Io�q�e,f Darla Morales (May 19, 202113:49 CDT) By. Name: Darla Morales Title: Parts/Materials Supervisor Attest: By: ���i�U �� 0 Name: Mary Kayser Title: City Secretary �- u a �FoF 0000T�L�a > o °o O � �o ~ � o�=�d 0 C� � o d 0 �� o�c � 0 00 d ° °�� � ��� rEXASa�.� 1.1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A CITY OF FORT_ WORTH, TEXAS STANDARD PURCHASiN(� TBRMS AND CONDITIONS 1.0 DEFINFTION OF Bi7Y�R The City of Fort Worth, its officers, agents, servanta, authorized employees, vendors and subcontractors wha act on behalf of various �,�ity �epatttnents,.bodies or agencies. 2.0 DEFINITION OF SELLER The Vendor(s), consultant, su�plier, its officers, agents, servants, employees, vendors and subcontractors, or otl�er provider of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. _ 3.0 TE ' ' �i��JA�n1Gt DiieFcTo�. This Agreement shall begin an the date signed by the City's Assistant C�ge�- � {"Effective Date") and shall expire automatically oae. year from thai date (`Bxpiration Daie"), unless terminated earlier in accordance with this Agreement ("Tnitial Term"). Buyer shall have the opiion, in its sole digcretion, to renew thia Agieement under the saxne � terms and conditions, for up to four (4) one-year renov�►al opt�ons; at Buyer's sole discretion. - 4.0 PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyex are subject to disclosure under the Texas Public Infornaation Act. In the event there is a request for information mar�Ced �tif denixal or Proprietary, Buyer shall promptly norify Seller. If will be�tha i�esponsibi�ity of Seller ro aubmit reasons obj ecting to disclos�re. A deternunxtion on whether such rassons ar� sufficient will not be decidad by Buyer, but by ths O.ffice of the Atfomey Ganeral of the State af Texas or by a couri of competent juriedictian. The Parties agree that nothing c.ontained within tbis Agreement is considered proprietary or tradc secret xnformation and thde. agreement may be released in the event that it is xequested. � . 5.0 PROffiBITION AGAINST PERSONAL INTERE5T IN CONTRACTS No officer or emplayee o�Buyer shall ha�e a financial interest, direct or. indirecf, in any contract with Buyer or be financislly interested, directly or indirectly, iu the sale to Buyer af any land, materials, suppliee or services, except on behalf of Buyer as an officer or employea, Any willfu] vialation of this section shall consdtute malfeasance in affice, and sny of6cer or employee found guilty thereof shall thereby for�`eit his office or pasition fievlsed 3.11,20tp Any violation of this section with tho knowledge, expreased or implied, of the person or � corporation contracting with the City Council shallrender the contract invalid by the City - Manager or the City Council. (Chapter XXVII, Secdon 16, City of Fort Worth Charter). bA ORDERS 6.1 No employ�s of the �uyer or its ofhce,rs, agents, servants, vendors or subvendois who act on behali of various City dapflrtments,:bodies or agencies ara authorizecl to pIacc orders for goads and/or services without providing spp�ov�d contract nurnbers, purchase order nurnbers, or release numbars issued by the Buyer_ The only exceptions are Purchasing Card orders and emergeneies purauant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). .rn the case af emergencies, the Huyer's Ptuchasing Divisian wil� place suoh ordece. 6.2 Acceptaace of an �order and delivery on the part of the Seller without an approved contraot numbar, purchasa order nurnber, or release number issued by the Buyer rnay result in rejection of delivery, return of goods at the Seller's cost andlor nvn- paymen�k 7.0 SL�LLER TO PACRAGE GOOD5 Seller will package goods in accordance with good commexcial practice, with a packing slip witivn the package.. Goods shall be suitably packed to secure lowest transportation cosks and to conform to requiremenfs of common carriers and any applicable specificativns. Buyer's count or weight shall be final and conclusive on shipm.ent� not accompanied by packing 1is�s. 8A SAIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to slrip the goads under reservation, and no tender of a bil] o�lading will operate as a tender of gonds. Ordexs wil� be processed only whan Seller receives an electxonic or hard copy purchase order. 9.0 TITLE AND RYSK OF LOS� Tha title and riak of loes of tha gQods �hall not pass to Buyer until Buyer aetually receives and takes possession of the goods at the point or poinis af delivery a8er inqpection and acceptance of the goods. 10.0 DELIVERY TEAM,S AND TRANSPORTATION CHARGES Freight terms�shall be F.O.B. Destination, Freight Prepaid and Allowed. 11.0 PLACE OF DELIVERY Revlsed 3.sizorP The place of delivery shall be set forth in the °Ship to" block of the purchase order, purchase change ordar, or ralease order. 12.0 - RLGIiT OF INSPECTION Buyer shall have the right to inspect the $oods upon delivery before accepting them. Seller s1�a11 be responsibl� far all charges for the return to Se11er of any goods rejected as being nonconforming under the s�ecifications. , 13.4 1NVOTCES 13.1 Seller sha1T submit separate invoices in duplicate, on each purohase order or purchase change oxder ai�er each delivery, Invoices shall indicate the purchase � ordar or purchase change order mtmbec. Invoices shail be iternized and transportation charges, if any, ahall be listed separately. A copy of the bill of lading and the &eight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Deparhnent and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment s1�a11 not be made until the above instrurnents have been submitted af�er delivery and accaptanca of the goods and/or services. � 13.2 Seller sha11 not include Fecleral Exvise, State or City S�les Tax in its invoicas. The Buyer shall furnish a tax exemption certi8cate upon Seller's request. 12.3 Payment. All payrnent terms shall be "Net 30 Days" unless otherwise agreed to in vGriting. Before the lst payrnent is due to Seller, Seller shal� xegist�r for direct depos�t payrnenta prior to providing goods and/or services using the fotms posted on the City's website". 14.0 PRICE WARRANTY 14.1 'I'h.e price to be paid by Buyer �hall be that contained. in Selle�s. proposals which Seller warrants to be.na higher thari Seller's current prices on orders bp others for pxvducts and services of tha kind and specification cavered by this agreement far similsr quanfities under like conditions and methods of purc�ase. In the e�+ent Seller braaches this warranty, the prices of the itoms shall ba reduced to the prices contained iri Seiler's praposals, or in the alternative upon Buyer's opfion, Buyer sha1T hava the right ta cancel tlus contract without any liability to Seller for breach ar for Seller's actual expense. Such reme�ies are in addition to and. not in. lieu of any other remedies which Buyer rnay have in law or equity, 14:2 Se11er warrants that no person or selling agency has been. employcd or� retained to solicit or secure t1�is con�ract upon an agreemerit or understanding for co�xitnission, parcentage, brokerage or contingent fee, excepting employees of an establiahed 4 Aevfsed 9.11.20tp commercial or selling agency that is maintaine� by Seller for ttte purpose of sec�ui.ng basiness. For breach or violation ofthis warranty, Buyer shall have the right, in addit�on to any other right oz zights ariaing pureuant to said purchase(s), to cancel thie contraot withouf liability and to deduct from, the contract price such commissian percentage, brokerage or confingent fee, or otherwiee to recover tha full aruount thereof. 1.5,d � SOFTWARE LICENSE TU SELLER If this purchase ia for the license of soi�ware products and/or services, and unless otherwise agreed, 3eller hereby , grants to Buyer, a peipetual, irrevocable, non-exclusive, nontra�sferable, royalty fi�ee license ta use the software, T.his soflwara is "proprietary" to Seller, and is licensed and provided tu the Buyer fpr ite sole use for purposas under this Agreoment snd any attached work orders or invoxca�. The Buyer rnay not use or shac�e t�ie soflware withoutpermission ofthe Seller; howeverBuryerrnaymalce co�ies ofthe software expressly for backup purposes, 1.6.0 WARRANTY AGAIl�TST INFRINGEMENT QF INTLI,LECTUAI, pROPERTY ].6.1 The SELT�ER warrants thst all Deuverables, or any part thcreof, farnished hereunder, incauding bnt nof limited to: programs, docuraentation, softwaxe, snalyses� gpplicaHo�s, methoda, ways, and proceseee.(in thfs Sectlon each individually referred ta as ���'Deliverable" and �allectively ae ti�e "Deliverables,") do not infringe upon or violate any ,patent, copyriglita, . trademarks, eervice marka, #rnde aeeret�, o� any iutellechial properfy rIg%,ts or other third party propri�fsry righte, in the performance �f aervices under this Agresmen� 16.2 SELLER sLail6e liable and re$pons�ble for any and al1 claims made against the Buyer for infi3ngemeut of xny patent, copyright, tradem�rk, service �arlr, trade secre� or other intellectual property right� by ihe use of or supplying of any Deliv�rable(s} in the course of perforniance or completion of, or � any way connected wlth providing tLe gervic�s, or the Buyer's eontinued uee of tiie Deliverable(s) hereuuder; ].6.3 SELLER a�ees to defend, se#tle, or pay, st ite own cost and expense, any claim or. acflon against Auyer for ir�fringemenE of any patet►t, copyrigh� trade msrk, trade secret, or aimilar property right xrising fi�am Buyer's uae of the sof�ware and/or docuraentation in accordance with thie Agreemen� it being undecstood th�t this agreement to defend, settle or pay shall not apply if Buyer modlfles or mleases the software ancUor documentnHon. So long as SELY�ER bears the cost and axpenae of payment for claims or actlons againat Buyer purauant ta thie seetion, SELLER ehall Lave tlie rigLt to �onduct t�e defenee of any euch 5 Revfsed 3.u.20tp claim or action and aIl negofiations for its settlernent or compromise aud to settle or compromise an� such clainn; however, Buyer ahall ha�ve the r3ght to fully participate in any and all auch settlement, negoflatlons, or lawsuit as necessary to protect- Buyer's iuterest, and Buyer agrees to cooperate with SELLER in doing so. In the .event Buyer, for whatever reason; asawnes the responeibility for pay�nent o€-co�te and expenses for any claim or actlou _ brougl�t against Buyer for infringement aris�g under this Ags'eement;. $uyer. shall have the sole right to conduct tl�e defenae of any 9uch claim or action and : all negotiations i'or its settl�me�t ar compromi8e and to aettle or compromise any such claim; however, SELLER ghall fuliy participete and caoperate with Buyer in defense of auch claim ur actlon. Buyer agrees ta give SELLER timely wri#ten notice of any such claiu► or action, with copies of all papers Buyer may receive relating tbereto. Notwithstanding the foregoing, Buyer'g assumption of payment of costs or eapenses shall not eliminate SELL�R's duty ta in.siemnify Buyer under this A�'eement. If the safhvare and/ax docnmentaHon or any part thereof is held to infiringe and the use thereof i� enjoined or restrained or, if as a result af a. settlement or comprou�ise, sach use is materially advicesely res�icted, SELLER ahall, at ite own cuc�►ense and ae I3uyer's �ole remedy, either: (a) proc►rre for Bnyer the.right to continae to use the software andlor docurnentation; or (b) modify the goftware and/or documentation to make It nau-infxLugiog, provi�ied that such modi�ication does not materially adversely affect ]znyer's authorized use of thc software andlor documentaiaon; .ox (e) xep�acc thc sofhvare and/or documeutafJon with er�ua�ly auitable, compatible, and functionally equivalent non�-infringing software and/or docnmentatian atna aclditional charge to BRyer; ur (d) if none of the foregoing aYternatives is reagonably available to SELLER terminate tliis Agreement, and rafund all arnounta paid ta SELLETt by Buyer, aubsequent to which termination Buyer may seek any and all �remedies available to Buyer under law; and 16.4 The representattons, warranties, and covenants of the parties contained in aectiou l.3 �hrough 17 of thle Agreement will survive the termi�taHon and/or e��iration of this Agreemen� 17.0 OWNERSHIP OF WURK PRODUCT Seller agrees tlnat any anc� a�l ��Ys�� �s that wer develom� orand�ar,�l'tt� �dv d, processes, methods, pxograms, and man P� P�P made or suggested by the Seller for the Buyer pur�uant to a Work Order, including all such . developments as are oziginated or conceived during the term of the Contract and that are completed or reduced to writing thereatier (the "1�1ork Product") and Selleac acknowledges that euch Work Product may be cansidered "work(a) made for hire" aad will be and remain the exclusive propexty of the Buyer. To the extent that tha Work Prodnct, under applicable law, may not be considered work(s) nisde forhire, Seller hereby agcees that this Agceement �effectively transfers, grants, conveys, and assi�s axclusively to Buyer, all rights, title and Revlsed 3.11.20tp ownership interests, including wpyright, which Seller may have ui sny'�V'ork Praduct or any tangible media einbodying such Work Product, without th� necessity of any further considera#on, and �Buyer shall be entitied to obtaia and hald i� its own name, all Intellectual.Property rights in and to the Work Product, Seller for 'itself and on behalf of ite vendors hereby waives any property intarest in suoh Wnrk krodnct, 18.0 CANCELLATiON Buyer shall have the righi to cancel this contract imme�iiately for default on all or any part of the undelivered portion of this order if Seller breaches any of the tersns hereo� including warran�ies of Seller. Such righf of cancellation is in addifiion to and not in lieu of any other remedies, wluch Buyer may have in law or eqnity. 19.0 TERIVIINATION 19.1 Written otice. The purchase of goods undez this ordesmay be t�ninated in whole or in part by Buyer, with or without oause� at any time upon the deli�ery to Selier of a written "Natice �f Terminatian" specifying the extent to w�ich the goa�s to be purchasai uncler the order is terminated aud the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other tetmination xights ofBuyer as set forth herein, 19.2 Non-aunropriation of Funds. In the event no funds or insufficient funds aze appropriated by Buyar in anp fiscal period for any payments due hereundez, B�uyer will notify Seller of such occurrenca snd this Agreement shall terminate nn the laet day of tlie fiscal period for which appropriations were received without penalty or expanse to Buyer of any kind what�oever, except aa to the �ortions of the payments herein agreed upon far which funds have been apgropriated. 14.3 Dpties and Obligations of the Pazties. Upon texmination of this Agreemexit �ox any reason, Seller sha]I only be compensated for items requasted by the Buyer and delivered prior to the ei�ective date qf term'snation, and Buyer shall not be liable for any other costs, including aziy olaims for losE profits 6r incideratal damages. Seller shall provide Buyer�vith copies of all completed o�rpartially compJ.eted documents prepared under this Agreemeni. �n the event Seller has received accesa bo Buyer Inforniation or data as a requirement to pezform aerrrices hereunder, SeYler s1�ull retum sll Buyer provided data to Buyer in a machine readable format or other format deemed acceptable to Buyer. Z0.0 ASSIGNMENT ! DELEGATION No interest, obligaiian or right of Seller, including the rtght to teceive payment, under this contract sha11 be assigned or delegated to anather en�ity without tha express wxitten comgent of Buyer: An�► attempted assignment or delegation of Sellec shall be whollyvoid.and totally ineffective for all purpoaea unless ma�e in conformiiy with this paragcaph. Prior ta Buye,r Revlsed 3.19.ZOtp giving its consent,, Saller agrees that Se11er shall provide, at no additional cost fo. Buyer, all documents, as deterrnined by Huyer, that are reasouable and necessary to verify Seller's legal status'and tranafer of rights; interests; or obligations to another entiry. The documents that may be raquested include, but are not limited.to, Arti.cles of Incorporation and related amendments, Certificate af Merger, IRS Form W-9 to verify tax identification number; etc. Buyer reserves the rigl�it to withhold all pay�ients to any entity other tltian Seller, if Seller is not in compliance with this provision. If Seller fails to provida nacessary information in accordance wifh this sechon; Huyer sha11 nat'be ]iable for any penalties, fees or interest resulting therefrom: Z1.0 `WAI'VEIt No claim or right arising out nf a breach of this contrac� can he discharged in whole or in patt bq a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing attd is signed by the aggrieved partY. 22.0 MODiFiCATYONS This contrac� can be modified or resci�ded only by a written sgreement signed by b.oth parties. 23,0 THE.AGREEMENT In the absence of an otherwise negofiated contract, or unless stated otherwise, the Agreement between Bu�er and Sellar ahall consist of these Standard Terms and Conditions together with any attach�nents and axhibits. This Agreement i� intended by the parties as a �nal 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 vf trade shall ba ielevanti to supplement or explain any term used it� this Agreement, Acceptan�e o£ or acquiescence in a�course of petformance under this Agreement shal.l not be relevant to determirie'the meaning of this Agreeraent even though the aceepting or acquiescing party has kaowledge of the performanee-and oppoi�tunity for objection. Whenever a term defined by the Uniform Commercial Cods (U�G� is used in this Agreement, th.e de�inition contained in the UGC shall controL In the event of a canflict between the confract documents, the order of pzecedence sball be fhese Standard Terms an.d Conditions, and the Seller'a Quote. 24.0 APPLYCABLE LA'W / VENUE This agreement shall ba govemed by tfie Uniform Commercial Code wherever the tezm "I7niform Commercial Code° or "UCC" is used. It shall be eonstrued as meaning the Uniform Commercial Code as adopted and atnended in the State of Texas. Bath parties agree that venua for any litigation arising from this contr�ct shall be in Fort Worth, Tarrant Revised.3.1i.20tp County, Texas. This contract sha11 be governed, construed and enforced twdac tlie laws of the Stete of Texas. 25.0 I1V�DEPENDENT CONTRACTOR(Sl Seller shatl operate hereunder as an independent contractor and not as an offic�, agent, servant or employee af Suyer. Se[ler sha11 havra exclusiva _control of, and the exclusive right to control, the �etails af its operations hereunder, and all persona performing same, and shall b e solely responsible for the acts and omissions of its o$'icers, agents, employees, vendors and subcontractors. The dochir�.e of respondent superiar sha11 not apply as between Buyer and Seller, its office�.g, agents, employees, vendors and subcontractors. Nothing herein shall be construed as creatir►S a parhiersl�u�'ox j°i�t enterprise between Buyer and Seller, its of6cers, agent�, amployees, vendora anii eubcontractore. 26.0 LIABILITY .�ND IIVDENIl�FYCATI4N. 26.1 LIABILITY -- AA'Y �1ND AI�L 1NDEMNg7CA.TlON UBLIGATIONS iMPOSED UPOIV SUPPLIEXC.ARE LIMITLD �'O T$E F�CTENT UF TSUSE . DAMAGES PROPORTIDNATELY CAilSED BY SUPPLIER'S BREACH OR THE AGREEMEIVT, NEGLIGENCE, �ON'GFUL . CONDUCT, VI'OLATXONS OF LAW. IN NO CASE �S SUPP�IER LIABLE FOR ANY DAMAG.BS CA t1SED BY NEGLIGENCE, MISIISE OR MISAPPLICATION OF GOODS BY OTHERS FOR NON-GOVERNMENT CIISTOMERS`, SU'ppLlEg�s INDEMNIF.[CATIDN OBI:IGATIONS ARE IyROVIDED ON THE COND3TIOlY S�UPPLIEROAGAINS' �SOSE �MAG S.TD THE HOLDS AARMI.ES S BXTEN3' . PROPORTIONATSLY CADSiD BY .�USE OR MISAppLICATIO�V OF GOODS, NEGLIGENCF,, WRONGFUL CONDUCT', UR VIOLATIONS OF LAW BY THE CUS�OMER, ITS AFF�IAT.ES, UR THO�S'E t1V'PRIVITY R'!'TH THEM. 26.2 GENERAL ZiVDEMNIFICA370N - S�'LLER. �REBY.CQVEItrANTS AND A GREES TD INDEMMFY, HOLD HARMLESS �ND DEFEND Bi7YER, lT'S OF'FICERS, AGENT,S; SF.RYANT� AND _ E11�PLOYEES, ,FR011I A1VD AGAINST AN� AN11 • ALL CL�9IMS OR LriWSU�'1'�S OF ANY SIND Ol� Cg;gRAG'TER, if'HETHER REAL OR ASSERTED, FOR Bl�'l�BR PROPERTi DAII�AGE OR LOS,S (INCLI7D�YG ALLBGED DAMI4GE 0R LOSS TO SB�,LF,R'S BIISINESS AND ANY .R�'SULTING LOST' PROFITSj A1VD/OR PF.RSONAL �JURF, INCLUDING DEATS,. TO A1YY AND �+rr PERSONS, ARL�II1'G OUT OF 4R IN C011lNECTlON WlTS THIS A4R�LMEN�", ONLY TO T1YL .EXTENT CAi7SED BY T1�"s 11�3GLIGENT ,gCT,S OR O]V�SSIONS OR MALFEAS'ANCB OFSELLE.R, ITS OFFICERS, AG�NTS, SERVANTS' OR EIVIPLOYEES. ' 9. Revlsed 3,11.20tp 26.3 11VTELLECTUAL `PROPER�'Y INDEMNIFICATION = Seller ag�eea to defend, �etEle, or pay, at ita own co�t.and expense, any c1aLm or acdnn against ` Buyex for infringement uf any patent, copyrigh�, frade mark, trade $ecret, or similar property right arising from Buyer'a ase of the software and/or � documentstion in accordance with thie Agreemen� it being anderstoud that this agreement to defend,. settle or pay shail. not apply if Suyer modi�iea or migases the software and/or documentetlon. So long ae Seller bear9 the cost . and expense.of payment for claims or actions against Iinyer purgnant to this section, Seller shall have the r3ght to eonduct tlte defense of any such cl�im or action and all negotiations for its aettlement or compromise and to �ettle or compromise any such cla9m; however, Buyer sh$ll have thc rlght to �fiilly parkicipate in any and all �uch settlement, negotiations, or laweuit as neeessary to pratect Buy�r'a interest, and Buyer agrecs to cooperate with Seller in rloing so. Tn tb.e event Buyer, for whatever reaean, asswnes the responsibility for payment of costs and expenses far any cl$im or action brought against Buyer fur infringement arising under this Agreement, Bnyer shall have the sole righ# to couduct the defense of any snch claim or action end all negotiatlone for ita settlemenf or � con4promise aud to eettle or compromise any auch claim; Lowever, Seller ehau fully participat� and cooperaie wlth Buyer Lu de%nse of � such claim or action. Bayer agrees to give Sellet� timel� writ#en notiee uf any such clatm or action, wiih copies of all papers. Buyer may receive relating � tlieret4. Natwithstanding the foregoing, Buyer'� assumption of payment of coets or. expenses ahall not eliminate Seller's duty to indemnify Bu�er under this Agreemeut. If the softv4�are and/or dacumentation ar any part thereof is held ia infringe and ttte use thereof is enjoined or restrained ar, if as a result of a settlemen� or compromise, such use is materially adversely re9tricted, Seller ahall, at its own� expense and us Buyer's eole remedy, either: (a) procure for Buyer the right to cont3nae ta uge the software and/or documentation; or (b) modify tb�e software and/or documentaHon to make it non-infringing, provided thut such modi�icalion daes .not m�tertally adversely affect Buyer'8 authorized use of #he software. andlor documentafion; ar (c) replace the goftware and/or dacumeutation vrith equally suit�bie, compatible, and functionally equivalenE non-iafringing aoftware and/vr docuauentation at no additional charge to Buyer; or (d) if none of the foregoittg alternatives is reaeonably availsbYe to Scller terminate .thie Agreement, and refund all amounts paid to Seller by Buyer, sabseqnent to whfcL termi�atlon Buyer may eeek any a�ad all remedies available to Buyer under ]sw. 26.4 LIMITATION ON LIABILTTY - THE TOTAL LIABIGITY OF.SYIPPLIER AND 1T9 SUBSIDIARIES, AFFILIA�TES, EMPLOYEE,S, D.IRECTO�tS; OFFiCERS AND AGENTS ARI�ING • OIIT UF PERFORMeiNCE, NONPERFORMANCE, OR OBLIGATIONS lN CONNECI'YON WITH THE DESIGN, MANUFACTURE, SALE,1)ELIVERY, AND/OR USE OF GOODS .AND/OR SERVYCES IlV NO CIRCUMSTANCE INCLUDES ANY LIQUIDATED, PENALTY, INCIDENTAL OR CONS�QUENTIAI. 10 Re�ised 3.31.ZOtp DAMAGES OF ANY KIND, NOR EXCEED THE TOTAL .A.IVYOUNT OF COMPENSATION _ACTUALLY PAID TO SUPPLIER UNDER THE AGR�EMENT, T�.XCEP'J�' .ONLY IN'THE CASE OF DAMAGES ARISING DUE TU SUPPLIER'S WILLFUL NIISCONDUCT. �7 SEVERABTLITY In case an.y one or. more o�the provisions�confained in fhis agreement'�hall for any reason, . be held to be inva�id, �71ega1 or unenforceable in any respect, such i�validity, illegality or unenforceability ahall not affect any otl�er provision of this agreement, which agreement shalY be conatzued as if such invalid, illegal or unenfbtccable. pmvision had never been contained hersin. � 28. FISCAL FUNDING LIlVIITATION In the event ao funds or insuffiaient funds �re appropriated and� budgeted in any fiscal period for payme;nts due under this contrack, then Suyer will immediately notify Se11er of such occunence and this contract shall be terminatet� on the last day of the fisca! period for which fimds have been appropriated without p�lty oz axpense to Buyer of any kind whatsoeve�, except ta the portions of annual paymer�ts herein agreed u�o� for which fimds sha11 have been appropriated and budgeted or are otherwisa available. 29 �TOTICES TO kARTIES Notices required piu�susnt to the provisions of tlus Agree7nent shall be canoluaively detarmined-to have been delivered when (1) hand delivered to the oth.er party, its agents, employeas, aervsnts or iepresentatives, (2) delivered by facsimile with elecdronic confirrnation of the transmission, or (3) received by the other party by United States Mail, regiateXed, return receipt requested, addressed as follows: TO.BUYER: � � TO SELLER: Newman Regetacy Group Cifiy of Fort Worth Attn: Purcbasing Manager ,i/�' V� G'�rrt' i+v�.. 200 Texag Siraet !�ile=G uc,�t � 5ec' , Title Fort Worth, TX 7610z-6314 �'Z dS 5� klR�l�i.'Goo Sui7'� 1�{0 Facsnnile; (817) 392-8bS4 STfiPfi�+tA Tk 7"7 %'% Facsianile; 28l. `180.7�l�7 With copy to Fort Worth City Attorney's afficc at same address 30 NOP+T DISCRIMINATION li Revlsed 3.11.20tp i Seller, for itself, its personal representativas, assigns, subVendors and succesaors in iaterest, as part of the consideration herein, agrees that in the performance of Seller's duties and obligations hereunder, it shall not discriminate in the ireatment or employment of any indivi.dual or graup of individuals on any basis prohibited by law• IF' .�NY CLAIM ARISE5 FROM AN ALLEGED 'V�OLATION OF THI5 NON-DI�CRIMIl�IATION COVENANT BY SELI,EA, YTS PERSONAL REPRESENTATIVES, ASSXGNS, SUBVENDORS OR SUCCESSORS IN IN'1'EREST, SELY�ER AGREES TO ASSUME SrTCYi LIABILITY AND TO INDEMNIF'Y AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLA,IM. 31 1MMIGRATION NATIONALITY ACT Seller sball verii'y the identity aud employment eligibility of its employees who perfomi woxk unde� this Agreement, including completing the Employment Eligibility Yerification Form (I-9). Upon request by Buyer, Seller shall provide BuyeT with coPieS of ail I 9 forms and supporting eligibiliiy documantation far eacl� employee who perfoans v�'ark underthis . Agreement, Seller shiall adhere to all Federal an.d State laws as well as establish appropriate procedures and controls so that no sarvicas will be performed b�► any Seller employee who is not legally cligible to perform such services. S�LLER SHALL INDEMN�� B��R AND HOLD BUYER HARMI�ESS FROM ANY PENALTIES, �IABILITIES,- OR �.,OSSES. DUE TD VIOLATIONS OF T� P�'G��OR �CEN EES. SELLTR'5 �MPLOY�ES, SUHCON'i'RACTO�tS, ACxENTS, Buyer, upon written notice ta Seller, sha11 have the right to immediately terminate tt�is Agre�nsnt for violafiions of this pravision by 5eller, 32 flEALTH. SAFETY. AND �NVIRONMENTA'L REQUIREMENTS Servicea, pzoducts, materials, and supplies provided by the 5e11er muat meet or exceed all applicable health, safetY, and thc cnvironmeiital 1aws, requizements, and standards. in addition, Seller agrees to olitain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the aerviaes hareunder. Seller shall indem:nify BnYei' from any penalt�es or liabilities due to violations of tltis proyision. Bu�+et ahall have the right to immediately tern�inate this Ageement for violations of this �p=ovisioz� by Se11er. 33 RIGti`[' TCl AUDI'1' Seller agrees that Buyez shall, until tha exgiration of three.(3) ye� ��' final payraent under this conlract, or the final conclusion of any audit eommenaed during the said three years, have access to and the right to examine at reasonable times any direetlY perhnent. books, documents, papers and records, in.cluding, but nat limited to; all eleetranic recozds, of Seller involving transactions relating to this Ag�eement at no additianal cost to Buyer, Se11er agrees that Buyer shall have access during normal working hours to all neaes9ary Seller facilities and shall be provided adequate and appropriste wor�C space in order to 12 Revlsed 3.11.20tp conduct audits in compliance with the provisions of this sectio�. Buyer shall give Se11er reas4nable advance_ notice of intended audits. The Buyer's right to audit, as described herein, shall stuvive the terminativn andlor expiration of thie Agteemer�t. 34 nrqAB�LITY In accordance.wili� the provisions of the Americans 'QVith Disabilities Act of 199U (ADA.), Seller.warrants thaC it and any and all of its subcanfractors wi�l not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the . availability, terms end/or conditions of employment £or applicants for employme�at with, or employees of Seller or any of its subconiractors. Seller warranta it will fu11y comply with ADA's provisions and any othex applicable federal, state and locel laws concerning. disability and will defend, indemnify and hold Buyer hamciless against any clairns or allegations assezted by third parti.es or subconbractors a$ainst Buyer arising out of Sellez's andlor ite subcontracto�'s alleged failure to comply with .tha above-rafare�ced la,wa concer�ing disability discrimination in the performance of this agreeme�t. 35 DISPUTE RESOLUTION If aither Buyer or Sellar has a claim, disptrte, or ather matter ln. question far breach vf duty, obligatians, serYices rende�'ed or any warrant3` tha# ariges'under tius Agreement, the parties shaIl �irst attempt to resolva the matter through this dispute resolution process. The disputing party shall notify the other pariy in wrifiing as soon as practicab�e after discovering the claim, dispute, or bre�ch. The noti.ce sha11 state the �atuxe of the diepute and �ist the party's apecific reasons for such dispute, Within ten (10) businass days oP receipt of the notice, both parties ahall znalce a good faith effort, either tivraugh email, mail, phane conference, in pecson meeiuigs, or other reasonable rneans to resolve any claim, dispute, breach or other matter in qu�stion that ma�r arise vut af, or in connection with t1�is Agreemen#. If the parties fail to resolve the ditspute within sixty (60) days of the date of receipt of the �otice o�the dispute, then the. parEies may submit the matter to non binding mediation upon written consent of authorized repre9entatives of both parties in accardgnce yy;tk the Yndu,ytey Arlaitration Ru�es o£ the Americ,an. Arbitration Associa#ion or othez applicable rules goveming mediation then in effect. If t}ie parties submit thc dispute to non binding mediation and cannot resolve the dispute throngh medi ation, then either paxty sha11 have the rigint to exercise any and all reraedies available under law regarding fihe disPuie• 36 pROHI�ITION ON CONTRACTING WXTH CUMPANIES THAT SDYCO� � . �if Seller hsa fewer than 10 employees ar this Agreement la for less than 5100,000, this seetion does not apply. Seller acknowledges that in, accordance with Chapter 227Q of the Texas Government Cade, the Bnyec is prohibited from entering into a contract with a company for goods or ser'vices unlees the contract cnntains a written verificadon from the campeny that it: {1) does no# boycott Israel; and (2} will not boycott Israel during the term of the contrac�. The.terms "boycott Istael" a�d "company" shall have the meanings 13 Revised 3.11.2Dtp ascribed to those. terms in Section 808.001 of the Texas Government Cade. By. signing thi� contract, Seller cerEifies that Se�ler's signature provides wriHen; veritication to tfie Buyer that Seller: (1) does nat boycott Yarael; and (2) wlllnat boycott Israel during the term of the cvntract. 37 INSURANCE REOUIItEMENTS 37.1 Coverage and Limits (a) Commercial Genexal Liatiility: $1,000,000 - Each Occurrence $2,0OO,OQO - Aggregate (b} Auiomobile Liability: $1,000,0�0 - Each occurrence on a cornl�ined single limit basis Co�verage shall be on any vehicle used l�y Seller, its ennployeea, agents, representatives in the course�af providing aervices under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-own�d. (c) Worker's Compez�sation: Statutory limits according to the Texas Workers' Cornpensation Act or any other state warkers' compensation laws where the wotk is being performed Ernplo�ers' liability $ l OQ,000 - Bodily Injury by aacidanf; esoh accidendoccurrence $100,000 - Bodily Injury by disease; each employee , �500,000 - Bodily Tnjury by disease;.policy limit _ � 37.2 General Requiremanta (a) The commercial general liability and automobile liability policies shall name Buyer as azi additional insurad therean, as its interests may appear. The term Buyer sha11 inolude ita employees; offioers, officials, agents, and volunteers in respect to the contracted servicas. (b) The workers' compensation paliGy shall include a Wai�ver of Subzogation (Right of ltecovery) in fsvor of Buyer, i4 � Revlsed 3.11:2Dtp (c) A mi.nimum of Thirt�y (30} days' notice of cancellation or reduction in Iimits of coverage shall be provided to Buyer, Ten (10) days' notice shall b.e acceptable in tlie event of non payrn�nt a£premium, Notice shall be sent to the Ris1c Manager, Suyer of Fort. Worth, 200 Tex.as Street,. �ort Worth,. Texas 76102, witli copies ta the Fort Wortl� City Attomey at tlae samc addzess. (� The insurers for all policies must be licensed and/or sppmyed to do business in the State of Texas. All ins�uers muat have a ininimum nating of A- VII in the current A.M. Best Key Rating Csuide; or have reasonably equivalent financzal atrength and solvency to the satisfaction of Risk Management. If the rating is below t�at required, written approval of Risk Manag�me�nt is required. � • (e) Any failute on the part af Buyer to requeet required inaurance documentation ahsll not constitute a vveiver of the insuran.ce requirerrient, (fl Certificates af Insuran�ce evidencing that Vendor has obtaisied all ret�ired insurance shall be delivexed to the Suyer prior to Vendor proceedin� with an.y work pursuant to this Agreemen� 15 Revised 3.11.20#p Exhibft B— CONFLICT OF INTEREST QUESTIONNAIRE Pwrsuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or. seeks to conkract for th.e sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in thc Questionnaire Forra C�Q ("Questionnaire") ihe person's affiliation or business xelationship that might cause a conflict of interest with the Xooa] govemrnental entity. By ]aw, the Questionnaire must be filed with the Fort Workh City Secretary no later ihan seven days af�ex the date the person begins contract discussions or negotiations with the Buye�r, or submits sn application or response ta a request for proposals or bids, correspondence, or another writing. related to a pot�ntial agzeement with tlne Buyer. Updated Question�aires must be filed in conformance with Chapter 176. - A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. '�'he fo�'n is a�lso available at http•//www.ethics.state.tx.iis/forms/CIO.ndf ' If you have any questioas abont cotnpliance, please consult your own legal counsel. Compliance is tha individual responsibility of each person or agent of a person who is subject to the filing requirement. An offen�e under Cbiapter 176 is a Class C misdemeanor. NUTE: If yvu are not aware of a Confllct of Intexest in sny business relationship that yon might have with ihe Bu�►er, s�ate Selter name in the # 1, uae N/A in each of the axeas on the form. However, a signature ia required in the �#4 box in �ll cases. 16 Revised 3.11.20tp �ONFL.ICT OF ii�ITEREST QU�STIONNAIRE Fl7RM �iQ For venddr doing buslneee wlth Ioo�! governmentaf entlty Inli qwallenmlrp rotMqle oh�nQra lerdc tn Ihe 4w Oy FLB. �7, H�eh� LR9., INguurs��.+lon. ��E��-Y 'fhls qucsllonnelre Is being 111�d in acoordarice wllh Chapler t76, Loodl tiovemmsni Code, �� p��ed by a vendo�who has s buslness retatinnship as d��ined by S�Ilon 176.00it1-e}wNh g lar.al pavemmental on111y and Iheveridor ma�Is mquirnmeriis under Secli�b 176.006(dj. By law this quesilonneire mual t�e fileilwilh Ihe records adminislralor otihe lapil gosrar►men►al entity not tat�rlhen Ihe 7th 6usfness dagi afler t�e date ihevandnr Esr�comeseware oflants � lhetraqulrelhastat�mantiobeHled. SeaSectlanl7B4OP6{a-1},L.acalGovemmentGodu, A vendar commiis an o(fense "sf li►e vendor knovringly vlalates Soolian 176:0[l6, Local Gavemmanl Cade.An ollonse under lh�s saction ls a misdemeenor, T N��me ofvendorwho has e bu�ln��s rslellbnship wufi [acal govemmenlalenllly. �i/�J/1/lRi� �'�i�ie. Cp/IDuP �iVc G R�hlsbaxlJyoaa�elingenupdatetoapravi+�uey(I dque9 annare. �/�� - /V (The lew rnquiree lhel yau iila ,pn updAted oomplaled que�6an�lair� wilh tha approprlata iilinp atdhority noi later thsn 1he 7th bust�acs dny u8or Ihe dute on which you becumo nware U�at HMi aiglriell� flleJ•queslinnnaire wae Incumplefe ar Inacouratv.j s t�ameoiioaalgnvammanto(ticeraboutwhornlhelhta,rt/natlan9nihissecUvnlsbeingdlscttisetl. f V /� Neme oTOlficer� � ' � � � � T�Is sacGnn (ltam 3 lnduding r�rb�rts A, 9, C, & D). must ba amnpbied ter each offiaer wiw wttan Ihe vendor ha9 an employment ar oifier hueiness ralatiomHp es defined iry Sec4tan 17$.OA1{3-a}, Locel C,nvemmenl Code. AtterJi add�ional papea lo Itiln Form CI� ee necbe�y. A. ia lhe looul govemmeni offr.er nntnad !n Ihl� 6ecuon rnraivfr� or I'i�aly lo racaiva laxable Incoma, uThar ihan Inveatment Irsaome, fmm Ihe vandorl aYe6 �Nn '"/" B. isthe vendor recel�ing or likeiy to reueive taxablo Income, otherthan Inveslmentincome, irom or ai the dlreotion oJ the laeal govemmenl olflcar mamed In lhia section ANO !he ia�cebl� Incnme !s nat ru�eived hqm tha locel govemmenial enGly? � Yes . � No ��� C, !s the filer a( thi9 auealfunneire emplayed by a corporetion ot other bustnass entity with respaci io wh�l►tlw In+�l govemment eMcer serves �e an t�9'icer ar direcwr, or hokia an ownemhip intere�i of ane perr.ent a mnre." �Yae �No �/�- D. Deacriba each empioyment or bua(ness and famlly ralallonship wlih Iha local governmer� oH�cer nemed In II►Is sacllon, ��� - .�G�v(_6G��� � �z3 zd Z % . Srgnawre ot vanda do�+g bualorss wW► Ine govemmenlal entlty oata htloptad 817:201G 17 Revised 3.11.20tp � E��IT C— SE�,LF�R CONTACT 1NFORMATION Seller's Name: N��l(/ 1�,���Jt�C . Cr/(dC�/°, /NG _ , Seller's Locat Address: ��70�. �. t� l�irGC%a01�, SurTt �yQ, STi�r'�atv� rX 77'Y7� Phone: ZE�/. �'1$O , 7NS� � Fax: Z� /. 480 ,?�I'�it 7 Email: l� xOG{/�GlC.� � /V�GdI�'IA��E'Cst-74«y. GD�/l Name of pereons to wntaqt when plaeing�au ord�r or invoice question"s: �' Name/Title �l�72�fI �U�.�CKC . Phone: � �� Z , (o(0 3 . J���o � � Fax: � � � . 2 �8, f�`�a 3 Email: ,�I(7�7�/� C° �2UlJ'%/�'1/�E4��y COILi � NamePTitle Phone• Emai1: Name/Title Phone: � Fax: Fax: Email: � y�l�/C �l/�� � - - � rc.�fr��� v, �c�9uc.�e. Signature Printed Name 18 3 Z� zoz� Date � ReVlsed 3.11.20tp EX�IT D VERIFICATION OF SIGNATURE AUTHORITY NEWMAN REGENCY GRUUP �5ztoo s1ti. P�4-(I�w�y ��t� �� surr� z�o ._o�usTinl, Tk '78?3S Execation of thi� Signature Veriticatfon Form ("Foim") hereby certifies that the follt�wing individuals and/or positions have the authority to legslly bind Seller ancl to execute any agreemcnt, amendment or change order on behalf of Seller. Such binding authority has been grauted by proper order, resolution, ortlinance or other authorization of Saller. Buyer is fully entitled.to rely on the warranty and representa�ion set foxth in thie Form jn entering into an� agceement or amendmant with Seller: Saller wi]l submit an updated �orm within ten (10) business days if there ar� any cl�anges to the signatory authority, Buyer is entitled to rely on any cturent executed Fomx nntil it � rer,ei�es a revised �'orm that has been pro�erly executed by Seller, � 1, Name: 1�i�/1%fih2l9 1c��dL CjG6' Position: Inside Sales Sa�6a� � Signatu�re' 2. Name: ��FL �� ��v�U« Positian: S�.'k7iff,� T',ee�Su/l�'�2 , �, ., Signature ��'//, ���n-�,�G Signature of President/CBO/Managing Pariner Title: President Date 3/24f2021 19 Revised 3.11.20tp EXHISIT E SELLER'S SOLE SOURCE JUSTIFICATiON LETTER ORT VVdRT . GTTY O� �O,itT'W4RTH CHAI'T'�R �52, i�MPTTON FOR3VI This form m�Lst 1� provided whcn roaucgtins� to n�ak$ a�urah�as�o��52.490 rv�th�utfa]Iowing nt�blic,-.bic clin�reattirem�nts. � Instructians: Fi11 o�t the entire fann with det�iled infonnation, Once you �iaue completad this farrn, provide .if to tha Fiuck�asing atiorncy fprreviow, Tt�e attorney will revi�w the iiifortnution you havo provided. a�d deter�mine wh�ther using an exe�nptiott to �x►pter 2�Z'a bidIDg requiremeuts would b� defensible, If you are printing this form to provid� to I�egAl, pleasc c{o riat provide the Primer portiRn, Failw'e kp pravide sul�'icient informatipn rnay result in fo(low up qu�stior�s �t►d ct�use a delay in #he attorney's detennination: Sectiorl ] : General Informatian Reque�tin� Deparlment: ViAage Creek Reclarnation andlt�usc pivision Narne of Conhnct Ivi�nnger: Darla Mornles � � ' bepartment's Attorney: bou�$lnck Item. or S�rvic� sou$ht: �'rojan Llltravial�t {LJV) 3000 Parts Vendor: �Newman R,egenc,�C3roun. _� _ __ _ _ —__ _ Gurrent rlgreaznent for itemisQrvice; Yes _ X No _ CSC #: NA HAw will this itern or servi�e be use,ci; The;puroose of the Troian LIV pads. i� t�te{taiz' the Ii�,V300 water purification syst�t tiYat is itt �ar�e st th� Ril�i�c Cree�t reclaim pact of the plant that w�ere we usethe UV system to cleon waste water for irri �� tion purposes. � 5ection 2: Examniinu Jusdlicaiion Ple�se iudicate which exetlipiion vou Uelieva appIies ta t�e gural�ase and pr,cZ�ide infarmatiot�io s��ort iis aa�lica � Plesse refer to t�,ie��tion Prie�er fot� detailesl in£eriru�tion a�iau# cornman �xempflnns. n pmcuremcnt mada be�usv of a publia calam ily ihat �quiYes the immediaf� appropriation ai muncy to reli�ve the necessity of ihe municigaliky's res�dents ar to pr�serve the pmperty af the municipuHty; ____ a proeur��zn�nt necassary to preserva ar protect tha public ite.�lth oe safety of the muniaipaiity's residents; . 5ole Souroe Agreement—Newman Regency Group 20 Revised 3.11,20tp � procurement necessary becE►us� of �usforeseea� dt�maga 1t� public znachit��ry, equipment, t�r oihar ptv�x;riy; a procut�ment for personal, profassiooal, or pl�ining services; a pracure�nent for wark thaf is p�rFpl'med and p�id far by thc day �s tl�� wbrk ptogresses; u plTrchuse of IAnd or a ri�ht-of-way; It a procuremant of items that are available from nnly on� souri:�, includin�: ,�, � gurchAse of rpre books, papers, flnd other libr�ry materials �or u pnblic library; �nving dr�inage, street widening, and otlier public improvemenEs, or.r�l�#�d matters, if at least ane�third of the cost is to Ue pa{d by or thraugl� specia.l assessmerils lev��d qn pr�petty that wi�l bonefit from the iraprovamei�ts; a public in�rove�neat.project, �lreuciy in progress, authorized by tha votet:� of tbc municipalrty, farwhich ihere is a deticiency af funds foe completing the prOject in ae�:��tfance with the plans and purposes autharize�i by fhe voters; aa pa}�ui�nt uttder a�dntract by wluch a developer participates i�i the canstruction af s pubGa im�rovoment us provided by Su6ch�ster C; Chaptei� 212; _personal pibper{y s�ld: (A) at an auctipn by a stat� Ticcnsed aucdoneer; (S) �tn goii�g out af busines� sa]e h�ld in complionce with Snbchepter T, �ha�ter ]7, Bnsiness 8c Convnerce Cade; (C) by a palitical s�ubdivision o� khis si�te, a siate agency of ihis stete, or an enii�y af the � federAl government� or (D) under an interlocal conttac# far c.00perative purci�asin� adtninisl�r�d by a regidnal p]anning co�n�issian established und�r Chapier 391; ' ssrvi�es �formed by blinc� or severely disnbled peesons; goads.pw�ciaased b� a rnur,icipali�y fqrsubsec�u�nit�etail sale by tflemitiu�ipality; el�ct�icity; or _adverds'uig, othar iJ�n legal nofices, ' Pl�use �mv�d� tl�t�il� und f�ct$ to explai�i rvhyyou believe the ex�mption a� lias ta the �w�chase. You ma�aYso ettach documentation to t�tis form. Vi1lu�e Creek hasthefimjan iJV 3b0 wtitet gurifiafltian system currently,in service, t� u�ifs a� �ritioal in ih� �;ocass df oleanine t�e wastewater. This unit is desi�� t�hetn alean the wasfewaler so th�t it can be used in ao}f course i�igaiian s�istem thrunQhout the Citv And surraunding are�s, Section 3: Attarnev D�ferminai�on '�Vith t�e facts provide� b� di� depurtment, is the use of the c]Aimed exemptiou defens�ble � the Cliy r�rere to be challenged ori this purchase? �,Yes or No '�Jas th�re a�}+thir�g noE inciudad on tl�is form or utt��hed h�ttto thAt was relie8 on in malring fhiis de#eiminati,nn? Yes or �No Sole Source Agreement—Newman Regenby Group 21 Revised 3.11.20tp i I i I � lf yes, please explEtin: Apptoved by; ����r� Tayfor Paris Sole Source Agreement—Newman Regency Group 22 II Revised 3,11.20tp .� � ���� February '13, 2020 ' . . :� � r � ;.�. .i11• ir�• ��� Ciry of Fort Worth Village Creek Water Reclamation Facility Attn: Darla Morales Dear Ms, Morales, RE: Trotan Svstem UV3000+TM #51 �166 In ihe Engineered Submitta! Package for the Trojan System UV3000+TM, Tro)an provlded an equlpment perforrnance guarantee stating that the system wlll meet the required level of disinfection provided that the system Is operated and maintained in accordance with recommendations made by irof an Technologles. In order for this equlpment guarantee to be maintained, it i$ imperative thaf fhe appraprfate componenls. and replacement parts be used In the system. There are key replacement parts and system components that directly influence ihe.performance and reliability of the system. Among these critical replacement parts are the UV lamps, ballasts and clrcuit boards. Wthout using lamps, ballasts, and other components that are approved �nd validated by Trojan Technologies, we cannot guarantee that ihe system will provide the requlred germicidal output Subsequently, we cannot guarantee that ihe required UV dose Is being delivered, If lamp oufput, ballast effidency, and other components are unknown,- In add{tion to the above mentioned replacement parts, ihe technlcal field servlce on the UV system should be provided by Trojan Technologies trained personnel, Only Trajan personnel, or their representatives, have the technical, equipment and software training to perform any required field service on the UV system. In order to keep the equipment performance guarantee intact, is ft recommended that specialized system components be purchased and contracted through a Tro]an author'rzed representative. 7roJan purchases only validated system components (lamps, ballasts etc.) from our suppliers and only those components meeting our performance standards are passed on the custamer. � Trojan's sole authorized representative for equipment, parts and field servlce ln Texas Is: Newman Regency Group 92705 S. Kirlcwood Suite 140 Staffqrd, TX 77477 . 7e1: 281.980.7448JFa�c 281.980.7447 ' If you have any questions regarding this matter, or require any addltlonal information please do not hesltate to our office at 1-800- 294-2150, opUon #1 or by fax at 1-800-291-02U5. Best regards, - TROJAN TECHNOLOGiES,1NC. - , ��t�, �'Lo►�PrV �� 0 Judy Georgijev Municipal Territory Representative 3020 Gore Rd.• Lontlon, Ontario N6A 4C3 � Ph: 800.294.2150 � Fax: 800.291.0205 i--- -- _-_ _ - ��� �� � �. �.�-� � 1D o�o, p�o, o�o, o o�o 0 0 0 0 0 u°1 M� m m rn m m rn m M�� rn� n ,� v�i, �+ v� � � � +� +h t� ,� -v� .v , i � +"in � ...1 G. 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