HomeMy WebLinkAboutContract 56615 CSC No.56615
VENDOR SERVICES AGREEMENT
Murray Energy, Inc
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and Murray
Energy, Inc. ("Vendor"), a Texas corporation, acting by and through its duly authorized representative,
each individually referred to as a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
This Agreement and supporting documents shall include the following:
1. Exhibit A—Scope of Services;
2. Exhibit B—Price Schedule;
3. Exhibit C—Verification of Signature Authority Form and;
4. Exhibit D—Insurance Requirements.
Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B
or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this
Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall provide and maintain/repair gas monitor alarms for detecting unsafe conditions for city
crews to use while performing routine maintenance, work for inflow, and infiltration studies in
sewer lines to meet regulatory requirements set by the Environmental Protections Agency (EPA)
on behalf of the Water Department. Exhibit"A,"- Scope of Services more specifically describes the
services to be provided hereunder.
2. TERM.
This Agreement shall begin on the Effective Date, as established herein, and shall expire one year
after completion of the Services, unless terminated earlier in accordance with this Agreement. City shall
have the option, in its sole discretion,to renew this Agreement under the same terms and conditions,for up
to four(4)one-year renewal options.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price
Schedule. Total payment made under this Agreement shall be in the amount up to Twenty-Nine
thousand,Three-Hundred,Sixty Three Dollars and sixty cents ($29,363.60).Vendor shall not perform
any additional services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. TERMINATION. OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement(Rev.9.07.21) Page 1 of 13
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers, agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records,of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
Vendor Services Agreement(Rev.9.07.21) Page 2 of 13
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
way be considered a co-employer or a joint employer of Vendor or any officers,agents,servants,employees
or subcontractor of Vendor. Neither Vendor,nor any officers,agents,servants,employees or subcontractor
of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable
for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
Vendor Services Agreement(Rev.9.07.21) Page 3 of 13
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assi ng ment. Vendor shall not assign or subcontract any of its primary duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee
agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee
shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract. If City grants consent to a subcontract for primary duties, such subcontractor
shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall
agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply.Vendor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Insurance requirements are found on Exhibit D.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
Vendor Services Agreement(Rev.9.07.21) Page 4 of 13
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by electronic means with confirmation of the transmission,or(3)received by
the other party by United States Mail,registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Murray Energy,Inc.
Attn: Dana Burghdoff,Assistant City Manager
200 Texas Street Cory J. Ocmand
Fort Worth,TX 76102-6314 Manager/VP,
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at Facsimile:
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
Vendor Services Agreement(Rev.9.o7.21) Page 5 of 13
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the
public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting parry shall not be employed in the interpretation of this Agreement including its.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including its Exhibits, contains the entire understanding and agreement between
City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor Services Agreement(Rev.9.07.21) Page 6 of 13
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively,"Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright, patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL.
Vendor Services Agreement(Rev.9.07.21) Page 7 of 13
Vendor unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas
Government Code, if Vendor has 10 or more full time-employees and the contract value is $100,000 or
more, the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Vendor certifies that Vendor's signature provides written verification to the City that if
Chapter 2271,Texas Government Code applies,Vendor: (1) does not boycott Israel; and (2)will not
boycott Israel during the term of the contract.
31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code-(as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more, which will be paid wholly or partly from public
funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a
written verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company" and
"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code(as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2)will not boycott energy companies during the term of this Agreement.
32. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more which will be paid wholly or partly from
public funds of the City,with a company(with 10 or more full-time employees)unless the contract contains
a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2)will not discriminate during
the term of the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274
of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy, guidance,or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
(signature page and exhibits follow)
Vendor Services Agreement(Rev.9.07.21) Page 8 of 13
IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective as of
the date subscribed by the City's Assistant City Manager("Effective Date"),
ACCEPTED AND AGREED:
D:
CITY OF FORT WORTH: VENDOR:
Dana Burg d ff(Nov 5,202gX4:57 CDT)__
By: Name:Dana Burghdoff By: NarV6: C/fyi.—Oam-and
Title: Assistant City Manager Ti0e: ages/VP
Date:
APPROVAL RECOMMENDED: Date: /0/.--;Lg
By: Christopher Harder(Nov 5,202107:14 CDT)
Name: Chris Harder
Title: Water Director
ATTEST: 6q IFORr
6 00 00 O�
P
9.40.0 0
0�0.0
0..0 0*, �-0 A 0.
0 0
0
By: 0 0 F-f
*0- 004( '[1
Name: Ronald P.Gonzales 'Cl
1� 00000000000 lc�
Title: Acting City Secretary -5p
APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE, MANAGER:
By signing I acknowledge that I am the person
Beelor, responsible for the monitoring and administration of
By: Mack(Nov 5,202114:52 CDT) this contract,Including ensuring all performance and
Name: Douglas W Black reporting requirements,
Title: Sr,Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: By; Ref 6t4 p�
DATE: Name:Regina Jones
1295: Title: Contract Compliance Specialist
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement(Rev,9,07.2t) Page 9 of 13
d
PART-II
SCOPE OF SERVICES/SPECIFICATIONS
1.0 INTENT
1.1 The City of Fort Worth (City) seeks bids to finalize an Agreement for gas monitors and
repair services as described herein on an "as needed basis"for the Water Department.
Gas monitors provide safety instrumentation for sanitary sewer crews when used in
dangerous atmospheric conditions within confined spaces. The units shall provide alarms
for unsafe conditions for crews to use while performing routine maintenance, work for
inflow, and infiltration studies in sewer lines to meet regulatory requirements set by the
Environmental Protections Agency(EPA). The successful bidder(s), known hereafter as
"Contractor"/"Vendor."
1.2 The term of the Agreement shall be for a one-year, with options to renew for additional
four one-year periods at the City's option. However, if funds are not appropriated, the City
may cancel the Agreement 30 calendar days after providing written notification to the
successful bidder, known hereafter as"Vendor"or"Contractor" or"Supplier" or"Seller".
1.3 Following the award, additional 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 based on the discount bid and price sheet provided with the
bid.
1.4 Unit prices shall include all costs associated with the specified work, including but not
limited to handling, delivery, fuel charges, fees and certifications fees. No additional
charges will be accepted or paid by the City.
1.5 All items supplied resulting from this bid shall be of recent production, unused, and
suitable for their intended purpose.
1.6 The submission of a bid by the bidder shall be considered evidence of compliance with
these requirements.
2.0 DETAILED SCOPE OF SERVICES/SPECIFICATIONS
The Vendor hereby agrees to provide the City with requirements attached hereto and
incorporated for all purposes incident to this Agreement in Attachment"H", Detailed Scope of
Services/Specifications and Draft Vendor Service Agreement,Attachment I, more specifically
describing the services to be provided hereunder.
3.0 CHANGE IN COMPANY NAME OR OWNERSHIP
3.1 The Vendor 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.
4.0 LAWS, REGULATIONS,AND ORDINANCES
4.1 The Vendor shall be responsible for meeting all Federal: laws, ordinances and
regulations; State: laws, ordinance and regulations; County: laws, ordinances and
ITB 21-0046 Gas Monitors and Repair Services
Page 12 of 49
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). In the event any law,
regulation or ordinance becomes effective after the start of this Agreement, the Vendor is
required to comply with new policy. Any mandates requiring the City to comply with new
guidelines will also require the Vendor to comply.
5.0 INVOICING REQUIREMENTS
5.1 The City is implementing an automated invoice processing system. Please see
Attachment F for each department's"Go live date" and requirements.
5.2 Till implementing automated invoice:
5.2.1 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's division at the time the service is
requested.
5.2.2 A properly prepared invoice shall be typewritten or computer printed and shall
include the Vendor's name, number and federal tax identification number, invoice
number, address, date, service or item description, unit price, extended cost, and
City issued purchase order number. Incomplete or inaccurate invoices may result
in delayed payments, as they shall be returned to the Vendor for correction and
re-submittal.
6.0 UNIT PRICE ADJUSTMENT
6.1 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.
6.2 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.
6.3 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 contract to expire at the end of the contract term. If the City elects not to
exercise the renewal option, the Purchasing Division will issue a new solicitation.
6.4 Prices bid shall remain firm for each one-year term of the Agreement and shall include all
associated freight and delivery costs.
6.5 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.
6.6 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.
6.7 Goods and/or services shall not be suspended by the Vendor without a 30 day prior
written notice to the City.
ITB 21-0046 Gas Monitors and Repair Services
Page 13 of 49
7.0 QUANTITIES
7.1 The quantities listed on the bid solicitation are only estimates based on previous usage
and do not indicate intent to purchase or a guarantee of future business. The City of Fort
Worth is obligated to pay for only those materials and services actually ordered by an
authorized City employee and then received as required and accepted by the City.
8.0 OMIT
9.0 OMIT
10.0 PERFORMANCE
10.1 Failure of the City to insist in any one or more instances upon performance of any of the
terms and conditions of this Agreement shall not be construed as a waiver or
relinquishment of the future performance of any terms and conditions, but the Vendor's
obligation with respect to such performance shall continue in full force and effect.
11.0 COMPLAINTS
11.1 Complaints processed through the City Purchasing Division are to be corrected within
fourteen (14) days of formal notice of complaint. Written response to the Purchasing
Division is required. Failure to properly resolve complaints within the fourteen (14)
calendar day time period may result in the cancellation of the applicable line item(s) in the
price agreement.
12.0 SUBCONTRACTING
12.1 No subcontracting of the work under this Agreement will be allowed without written
permission from the City.
13.0 DELIVERY
13.1 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.
13.2 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.
13.3 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 delivery 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.
13.4 Delivery tickets must include the City's Purchase Order Number.
13.5 Delivered items that are determined to be defective or not meeting bid specifications shall
be picked up and replaced by the Vendor, or the Vendor's designee, at no cost to the
City. If the item (s) are not picked up within one(1)week after notification, the item shall
become a donation to the City for disposition.
ITB 21-0046 Gas Monitors and Repair Services
Page 14 of 49
13.6 Material Safety Data Sheets
13.6.1 A Material Safety Data Sheet(MSDS)for each toxic or hazardous substance or
mixture containing such substance, pursuant to Revised Statutes Annotated
(RSA) Chapter 277-A(277-A), shall accompany each delivery. Delivery of toxic
or hazardous substance or mixtures containing such substance without MSDS
sheets shall not be accepted. Delivered containers shall be properly labeled
pursuant to RSA 277-A.
13.6.2 Failure to submit the required MSDS sheets and/or label each container in
accordance with RSA 277-A, shall place the Vendor in non-compliance and shall
result in civil or criminal penalties. The Vendor furnishing substances or mixtures
subject to RSA 277-A, is responsible for adhering to and being in compliance
with this law. Failure to comply with RSA 277-A, shall result in the cancellation of
an order.
14.0 WARRANTY
14.1 The Vendor shall provide a warranty to include at a minimum, but not limited to the
following:
14.1.1 In addition to any other warranties in this contract, the Vendor warrants that all
work and products supplied under this agreement conforms to the agreement
requirements and is free from any defect in workmanship, equipment, material, or
design furnished by the Vendor or any supplier at any tier.
14.1.2 Vendor agrees to repair or replace promptly, on a one-for-one basis without
additional cost to the City of Fort Worth, any and all defective work and products.
The City defines"prompt" repair or replacement to be within twenty-four(24)
hours after notification by authorized City personnel.
14.1.3 This warranty shall continue for a period of 90 days from date of acceptance of
products and work by the City.
14.1.4 The Vendor shall remedy at the Vendor's expense any non-conforming or
defective products or work. In addition, the Vendor shall remedy at Vendor's
expense any damage to real or personal property owned by the City of Fort
Worth, when that damage is the result of a defect of products furnished.
14.1.5 The Vendor's warranty with respect to products repaired or replaced will run for
90 days from date of installation and acceptance of such by the City.
14.1.6 The City of Fort Worth shall notify the Vendor, within a reasonable time after the
discovery of any failure, defect, or damage.
14.1.7 If the Vendor fails to remedy any failure, defect, or damage within a reasonable
time after receipt of notice, the City of Fort Worth shall have the right to replace,
repair, or otherwise remedy the failure, defect, or damage at the Vendor's
expense.
14.1.8 This warranty shall not include failures attributable to accident, fire, or negligence
on the part of City personnel.
ITB 21-0046 Gas Monitors and Repair Services
Page 15 of 49
14.2 With respect to all warranties, expressed or implied, from manufacturers, or suppliers for
work performed and materials furnished under this contract, the Vendor shall:
14.2.1 Obtain all warranties that would be obtained in normal commercial practice;
14.2.2 Enforce all warranties for the benefit of the City of Fort Worth.
15.0 HAZARDOUS CONDITIONS
15.1 The Vendor is required to notify the City immediately of any hazardous conditions and/or
damage to City property.
16.0 CONTRACT ADMINISTRATION
16.1 Contract administration will be performed by the City Department. 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.
16.2 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.
16.3 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.
16.4 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 subVendors
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 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.
17.0 BIDDERS QUALIFICATIONS
17.1 The following information must be submitted as part of the bid package and shall be
supplied in the following order:
17.1.1 Bidder's background, services provided and number of years in business.
17.1.2 Bidders shall provide evidence that they are duly qualified and capable to fulfill
and abide by the requirements listed herein with the bid. The bidder shall
demonstrate its ability to secure and perform the services within the delivery
requirements specified herein.
17.1.3 In order to receive bid award consideration, the bidder shall maintain sufficient
resources to fulfill normal City of Fort Worth requirements.
ITB 21-0046 Gas Monitors and Repair Services
Page 16 of 49
17.1.4 Bidders shall provide a reference list of a minimum of three (3) current customers
(comparable in size)who the bidder has recently supplied subject item(s) on a
continuing basis over a recent twelve(12) month period.
18.0 METHOD OF AWARD
18.1 Bids will be evaluated based on the bidder who offers represents the"best value"to the
City. Bids that do not receive 50% or more of the total available points excluding the
points for price will be deemed nonresponsive. The following criteria will be considered to
determine the best value:
18.1.1 Cost of service- Maximum 40 points available
18.1.2 Experience in gas monitors and repair service industry- Maximum 20 points
available
18.1.3 Extent to which goods or service meet the City's needs- Maximum 20 points
available
18.1.4 Positive References from Entities of similar size for sales of gas monitors and
repair services, the City of Fort Wort can count as one of the references-
Maximum 20 points available
18.2 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.
18.3 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.
18.4 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.
18.5 The City reserves and shall be free to exercise the right to evaluate bid in relation to
performance record of bidder with the City itself, another municipal corporation of like
size, or private corporations during the past two-year period. Such precautions are
deemed to be in the public interest inasmuch as Vendor failure or inability to furnish items
within the prescribed time can create emergency situations and impose unnecessary
hardship on both the City as a municipal corporation and the public at large.
18.6 Any Bid that does not include a bid for ALL of the items, on the Bid Solicitation form may
be rejected. The bid award will be based on a best value model. The evaluation factors
listed above will be applied in a comparative manner to all eligible, responsive bids.
Award may be made without discussion will Bidders after bids are received. Bids should,
therefore, be submitted on the most favorable terms.
18.7 Tentative Schedule of Events:
ITB Release Date July 20, 2021
Deadline for Questions July 26, 2021 at 5:00 PM (Local Time)
Answers Posted July 29, 2021
ITB Due Date August 5, 2021 by 1:30 PM (Local Time)
Recommended Vendor Selection August 13, 2021
ITB 21-0046 Gas Monitors and Repair Services
Page 17 of 49
FORT WORTH s
CITY OF FORT WORTH BID OFFER
Event ID — Page Invited: MURRAY ENERGY INC
CPWO1-21-0046 __ 3 DBAALPHA PROCESS SALES
Event Round Version 9730 SKILLMAN ST
1 2 DALLAS TX 75243
Event Name United States
ITB Gas Monitors and Repair Services
Start Time Finish Time Submit To: City of Fort Worth
07/20/2021 09:00:00 CDT 08/05/2021 13:30:00 CDT FINANCIAL MANAGEMENT SERVICES
FINANCE-Purchasing
200 Texas St.(Lower Level,South)
Fort Worth TX 76102
United States
Email: FMSPurchasingResponses@fortworthtexas.gov
Line Details
Line: 1 LIST PRICE DISCOUNTED PRICE
Description: Qty_.__ Unit _ UnitPrice _Total
GX2009 Gas Monitor 34.00 $595.00 EA _T
Brand Name or Equal RKI 72-0314RK-HC $535.50
(CHARGER INCLUDED) $18,207.00
Line: 2
Description: Qt Unit UnitPrice Total
Pump for GX2009 Gas Monitor 10.00 — $425,00 EA _
Brand Name or Equal RKI 81-1177RK-20 $382.50 $3,825.00_
Line: 3
Description: Qty Unit UnitPrice Total
Data Logging Cable Adaptor for GX2009 Gas 6.00 $220.00 EA
Monitor $198.00 $1,188.00
Brand Name or Equal RKI 47-5084RK-01
Line: 4
Description: _ Qty Unit UnitPrice _Total_._________
Gas Monitor Vehicle Charger for GX2009 Gas 24.00 $95.00 EA
Monitor
Brand Name or Equal RKI 49-2171 RK $85.50 $2,052.00
Line: 5
Description: _ Qty__ Unit UnitPrice _ Total
Carrying Case for GX2009 Gas Monitor 6.00 $54.00 EA _
Brand Name or Equal RKI 20-0115RK-01 $48.60 $291.60 J
Line: 6
Description: Qty Unit _ UnitPrice Total
Gas Sensor Cartridge for GX2009 Gas Monitor 30.00 $120.00EA--
Brand Name or Equal RKI RK-OS-BM2(02 SENSOR ONLY) $108.00 $3,240.00
NOTE:SEE ATTACHED QUOTE.THERE ARE NO SENSOR CARTRIDGES FOR GX2009
Line: 7
Description: Qom_ Unit UnitPrice Total
Calibration of GX2009 Gas Monitor 6.00 $35.00 EA
Brand Name or Equal RKI CALIBRATION CHARGE $35.00 $210.00
NOTE:IF REFERRING TO CALIBRATION KITS,SEE ATTACHED QUOTE FOR ACCESSORIES
Line: 8
Description: Unit UnitPrice Total
Galaxy GX2 Automated Test System 10.00 EA
Brand Name or Equal N BID D
FuORRT WORTH:
CITY OF FORT WORTH BID OFFER
Event ID - Page; Invited: MURRAY ENERGY INC
CFW01-21-0046_______ n; DBAALPHA PROCESS SALES
Event Round Version 9730 SKILLMAN ST
1 2 DALLAS TX 75243
Event Name United States
ITH Gas Monitors and Repair Services
Start Time Finish Time Submit To: City of Fort Worth
07/20/2021 09:00:00 CDT 08/05/2021 13_:30:00 CDT FINANCIAL MANAGEMENT SERVICES
FINANCE-Purchasing
200 Texas St.(Lower Level,South)
Fort Worth TX 76102
United States
Email: FMSPurchasingResponses@fortworthtexas.gov
Line: 9 LIST PRICE DISCOUNTED PRICE
Description: Q e_ty Unit UnitPric _ Total
OdaLog Gas Monitor 10.00 _ EA ___
Brand Name or Equal __NO BID �
Line: 10
Description: _ _ Qty _ Unit UnitPrice _ Total
Hourly labor rate for repairs in the field 10.00 $35/HR
and shop,including calibration,startup �
services,and troubleshooting $35.00/HR' $350.00
Line: 11
Description: Qty Unit UnitPrice _ _ Total
Mileage-Per mile charge for picking up and 100.00 DH
returning units to the City of Fort Worth for $0.00
shop repairs or calibrations
Total Bid Amount: $29,363.60
EXMIT C
VERIFICATION OF SIGN•AMM AUTHORITY '
:f<.:9f'.r...�\' �:'.:r ;f.r:•�!':''.:;ei�.1YI..r;{}.n"`'.'S<:R:3��k':I,[� I
.. ... ..................... .. ... ............................__........._...__......._...._.................................................._..............................................._._......�._.__._....,......._....._..........�..i
Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fair
presentation of the financial statements of Individual bands.
Dxecutlon of this Signature Verifications Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Vendor,City Is fully entitled to rely on the warranty and representation
set forth In this Form. in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten(10) business days if there are any changes to the signatory authority. City is ;
entitled to rely on any Current exeeutedForm until it receives a revised Form that has been properly executed
by Vendor.
1. Name: eoo� �� A/
Position:JY1.�0�MA 9 e-
�--�
Signatu
2. Name:
Position:
Signature
3. Name:
Position:
Signature
. i
Name:
f
Signature of Presiden J
Other Title:
Date: 7 pa-
i
I
Vendor Services Agreement—Exhiblt C(Rcy.9.01.21) Page 12 QI 13
1