HomeMy WebLinkAboutContract 57599 CSC No. 57599
FORT WORTH,
VENDOR SERVICES AGREEMENT
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,acting by and
through its duly authorized Assistant City Manager, and CANDELTECH INC. ("Vendor"), a Texas
Corporation and acting by and through its duly authorized representative, each individually referred to as a
"party"and collectively referred to as the "parties."
1. Scope of Services. Vendor to provide all HVAC replacement units and installations for
twelve (12) roof top units located at the Fort Worth Botanic Garden buildings, and shall perform any
minor renovations that are associated with installations in compliance with city ordnances' and codes
("Services), which are set forth in more detail in Exhibit "A" and are based on the price referenced in
Exhibit `B", attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one (1) year(s), beginning on the date
that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless
terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its
sole discretion, to renew this Agreement under the same terms and conditions, for up to zero (0) one-
year renewal option(s)(each a"Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed ONE HUNDRED
THIRTY FOUR THOUSAND, SIX HUNDRED TWO Dollars and TWENTY SEVEN
Cents($134,602.27).
3.2 City will pay Vendor in accordance with the Prompt Payment Act(Chapter 2251
of the Texas Government Code) and provisions of this Agreement,including Exhibit`B,"
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will 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 will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
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.
OFFICIAL RECORD
CITY SECRETARY
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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 will 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 will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will 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 will 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 will 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 will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure underthe Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement,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 will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
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space in order to conduct audits in compliance with the provisions of this section.City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will 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 contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CA USED BY THE NEGLIGENT ACT(S) OR OMISSION(S),MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS)AND PERSONAL INJURY,INCLUDING,BUT NOT LIMITED TO,DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRESNTATIVES,
SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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 or documentation in accordance with this Agreement,
it being understood that this agreement to defend,settle or pay will 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 will 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 will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
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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
will 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 will 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 receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will 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 will, 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
documentation with equally suitable,compatible, and functionally equivalent non-infringing
software and 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 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will 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 will be 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,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
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$1,000,000- Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions): ❑Applicable ❑N N/A
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
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(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To CANDELTECH INC.:
City of Fort Worth Byron Candel, CEO/Owner
Attn:Assistant City Manager 212 Holloway Court
200 Texas Street Hurst,TX 76053
Fort Worth,TX 76102-6314 Facsimile:N/A
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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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 does 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 will 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 will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will 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 party will not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
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24. 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 will 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.
25. Immigration Nationality Act.Vendor must 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 will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides,and documentation that are created,published,displayed, or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will 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 will 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 will 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.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
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.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must 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.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter
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2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of
the Agreement.
30. 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 that is to 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.
31. 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 that is to 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.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement 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.
(signature page follows)
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
City: Vendor:
V.�� BY201�1 G�4,I�lb�L
By: Valerie Washington(May 23,2022 16:33 CDT) By: BYRON CANDEL(May 23,2022 09:30 CDT)
Name: Valerie Washington Name: Byron Candel
Title: Assistant City Manager Title: CEO/Owner
Date: May 23,2022 Date: May 23, 2022
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Richard Zavala of this contract,including ensuring all performance
By: Richard Zavala(May 23,2022 14:10 CDT) and reporting requirements.
Name: Richard Zavala
Title: Director
Park&Recreation Department
By:
.
a2A. Imo, fi� Name: Jing Yang
By: Sandra You❑ d(May 17,202210:27 CDT) Title: Landscape Architect
Name: Sandra Youngblood Park&Recreation Department
Title: Assistant Director
Park&Recreation Department
City Secretary: aq�40R a
�'V 0000r4i a'
O
040
:7�`I`IG��G c1 GDOG��GG v° 0=d
Approved as to Form and Legality: By: Jannette S.Goodall(May 24,2022 13:12 CDT) o iJ
Name: Jannette S. Goodall d� °°000000000000
Title: City Secretary andEXpSoap
LL
By: Moo An-(May 17,2022 08:33 CDT)
Name: Nico Arias
Title: Assistant City Attorney
Contract Authorization:
M&C: 22-0195
Form 1295: 2022-853365
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement FT.WORTH, TX Page 10 of 22
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EXHIBIT A
SCOPE OF SERVICES
Replace twelve roof top units ranging from 3 ton units up to 15 ton unit listed below in the chart. All 3 to 5
ton units will be single-stage cooling and all 7.5 thru 15 ton units will need to be two stage cooling units with
2-speed indoor fan with VFD controllers. Each unit is to have hinged access panels, louvered hail guards,
electromechanical controls, and economizer controllers with FDD, temperature ultra-low leak economizer
with barometric relief and condensate overflow switches.The 15 ton unit will require a field installed curb
adapter.
Bid proposal included: purchase of roof top units with any curb adapters needed, removal and demo of
existing units, labor, crane rental and a 2 year warranty on labor and five year warranty on all units installed.
All installation services shall be turnkey and ready for immediate use.The unitary replacements shall be one
for one replacements, and all items supplied resulting from this bid shall be of recent production, unused
and suitable for intended purpose.
City staff will be on location during new equipment startup to verify full operation.
Candeltech is required to have no less than one fully trained staff member on site at all times.All work that
can be completed in a single day shall be completed to reduce unitary down time.
Vendor Services Agreement Page 11 of 22
v.1.4(November 30,2021)
PAIR III ATTCHMEHTIf
pttachwk A-HVAC LIM Egtlp ml List
ITB 21-91ES137 HVAC 9uilcling Installation junk Equipment List
ExMrq
InsW
" IgMM S Pidure Unit Mu6mramd woSam MMM Sim Schedule WA itsmo ns
kefT
3220 Ba me BM Fat W o th Teas i E Ton 4d1Fi7(M1 i Gas MGM5W 3 bn
3220 Bobric BV=at Woth Teas 2 3 Tan 49TELIl 11 Gas OUG20374 3 bn
3220 Bob*Evc-otWoth Tem 3. 7.5Ten 411TOMIM1i Gas 043204 '.5bn
3220 Wax Bkd fart W orlh Teas d 7.51m 481 MM1 i Gas EMS 7.5 bn
3220 B&Nc Bw-W Wo*Teas 5 Mon 4BTDOIP}51 i Gas O'U0433 7-5 Tan
3220 Ba1anic Br-W WA Teas 6 15Ton 48UDOl 5B1YA Ges 042F3W 15bn
3220 Baianic Evc=at Wo*Teas 7.5 hn 4MFMW1 i Gm 0512CAM 7-5 bn
3220 Bank Bkd Fort WoMTeas B 7.5tri 48T OW11 Ges (5)'D3v798 7.56on
3220 Baiartic Bid Fat WA Teas 9 7.51m 48 MM1 i Gas 050Y4.k1E9 7.51pn
3220133bw Bkd FM Wo*Teas 10 7.51m 4BTDON51i Gas OUCAM 7.5 M
MO Ba oc Bkd Fat Wo*Teas 11 5 Tan 4lf]F0M11 I Gas I OUGM 3 bn
3220 Bobw BM Fat WA Tie 12 10 Nn UT11112MIl1 I Gas I MGd 2M 1O Ton MIN hack b hid
klmleof klmd d M To hefille w wII vff dx&City Staff
All ubn
Caner
Vendor Services Agreement Page 12 of 22
v.1.4(November 30,2021)
Unit
Unit #2
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Vendor Services Agreement Page 13 of 22
v.1.4(November 30,2021)
Unit #3 Unit #4
Unit #5 AIN" Unit #6
FL
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Vendor Services Agreement Page 14 of 22
v.1.4(November 30,2021)
+ Unit#7
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Unit #8
Unit #9
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Vendor Services Agreement Page 15 of 22
v.1.4(November 30,2021)
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Vendor Services Agreement Page 17 of 22
v.1.4(November 30,2021)
EXHIBIT B
PAYMENT SCHEDULE
F ORTWORTE CITY OF FORT WORTH BID OFFER
Eypnt l❑ Page i.nvleed' EVENT RETAILS
EvontRound Version 3ubmitYo: FINANCIALMANAGEMLNTSERVICES -
FINANCE-Purctiasing
IEvenl N artte — 200 Texas St. "war Level. Sav1F I}
;r,ea:�x4±: :._: as-.ox,L .=c._f L� F-.� ?"=-�.'-'_ Forl Worth T)4 6162
Start.Tints r9ekati nrri• Unitecl StsieS
Email: M$PumhdsutgRASPan @tortworSntaxas.gov
Line taihb
Line- 1 U nil Un i[Prlce Total
DaserlpUw�:
R�{�Ilpg�ngnL M ti12)Garner pa(;kaye units ar iris Fo-1 VA3rV+
Bamnic Wrden's Caarden renftr.All rreceSSary labor.materials
?ntl -quippwnt needed is reptarre all 12 rodLtofi"VAG unit9- 1.00
JA `y`y
Tute1.Bid Amou nt
ITR 21-6166 Bctanieal Gerd*ns"VAC Rw-f Top Inelelleiigns-LH
page 3 nr 55
Vendor Services Agreement Page 18 of 22
v-1-4(November 30,2021)
r� l Aususm 21.2Od1
11 L 11 21211nllnun i'I.I lug.rs 7do13
k743 CTec
dyne 91 Y41&
# tCES TXCLAMMUC
f
COMMERCIAL HVAC1R PROPOSAL
Pr paleAf4r, sarviceLucabon:
CITY OF FWT WORTH BOTANICAL C3ARdEh15
Canclaaech Serves is pleased ha q"the+abo,,maien&and eupervisitin io comdedr LTIe eoope of w'ark sa GWir*d biilM sl
apxordarce with;A slate,WAI bnd nellanal codes imlddi^9 Me Ist9st ediUM of the UnKOAM Medmnie-A Code.All vinflk la la be
p&mined wyh lhecrtw[k(r#quifedE and is auAed 10 ba psrfowwd du6r5q regularbusi�ea Fours.
SWPE OF WORK:
EVENT ID-CFWO1.21-01fi6
IT13- BOTANICAL GAR11ENS HVAC ROorroP NEW UNIT INSTALLA-140N
WORK TO BE PERFORMED:
INSTALLAT[ON OF 12 RTU-DAIKIN
TOTAL INVESTMENT:
12 DAIICIN RTU FXA.CT MAT HUP-S 114,602.27
INCLUDES;
• LABOR
+ ALL EQUIPMENT AND MISC NEEDLD TO COMPLETE JOB
+ TAX(IF APPLICABLE)
+ REFRI(aE=RANT(IF APPLICABLE)
CJf
Vendor Services Agreement Page 19 of 22
v1.4(November 30,2021)
EXCLUDES.ANY REPAIR$N07 LISTED ABA
Warranty, Cqe yeal warranty on wcnmenship�fulanuf3dture"Limibod'wmanty on park am Mmedsk
Summary of caondekxlr}'
Upon requeml Candehech Seruloae wih pravlde a wpy of so perlin&d IrrswarFa Myarsg and shell IflflulLC rram'IFQ Ownd'an
1he Gerp icMe Holder pn our Ila4ilily c—age as wea as addHibasi Insured,and shall indoa aryy Lilrlisd Parinerahip*of aher
Ownwtrip of lets FariliLyr Brant
CendeN4ch frwlCeB YWI sbkM by all Iural.atpW and Ferberal Laws 99 er p in d 1;i 46111R hardlirl¢ rRfn9
C,andelLerh Sen,ieeh Mill ensure that all debris felalerl 1b arcy'work perfalTrred by Carvdellaoh StrVrCeS per orinsl rer+rvv
ad
barn the rile per OwneF e1laaned by us shall be cpelplaied mRCbhg local xde regfllremorAs
C urlorrier undisrshW61ne1 all repairs and in3L8118tKM p
aw a mirvrYrJm standard.Any ggvemingauriedidienor*E U fxahla4eue thS unlrhate a,Itnofdy bo-change. elkMg.orniLcr
onglnate arty wade requirt:rnerrt itdemrrrs eggerrllal Shoulil acGde inspecion rtgdre enlarlgmeryl cfaddimofOcwc
ra4ulrernenia tmm�yand those daimrod in the�Mpa of wpfk above.ihat shall Ge dwmad eddilionol work is np1.ltlumd in this
prvpoael. Should[he eddidor,il node compliance work brirarn a diFferenl Lfade.it*hell not be CErfitlellt" SQrJ
rerpgnibllrlk to piing into aornplrtr ice. I urld,eralend Thal I am fespor*Oc for rnekinp wrgi*1iI syailebre f[r CIly+Flspaciors,
ehalld I naL.I may bra frnarogy mWimsble for labor,materials,permits sndrOr re-mepedkm tees. Should a Red Tag'occur
far it*ms auM0 the s .DI th@ viu k daladedl above Cer4ehuh Serulces will valve a dia9neaiie tee and only Cnerw sor the
nomIal and toslomery charge6 to rne41 die 6tra&r$qurtfnMI:S Far a'Green Tag'on a permit
This proposal Stands Firm for a lime period not 14 tM65ed a days irorTL th4 shave dabs: if aoeepbed,GI.Ca4l0w Mf-e Indic,Lkm e59
arrd d required afnx an apprgxlele pur-Ghwe or work order nwrAmr. Payment tem—are net 10 deys an wrnp
anclmr arrengernerd iS aq*ed upon by heih parties
All Caadanech Srrvkes 1"ni6arrs are an d cDmpQpry trMlDyws jrKA nubcanlracwm. and rc ba&grouno awed. drug
sereengp and bonded 114r your prateciron Thank Ww vary rnuLtl+oF.his6 Dppodunrty io aricirris your FfVAC rleetl6
I am meet ountidunr that y0U will not Sae dMappoinled In tha quality di wortmanship and djjWjI that W-D OftF
Reapeetfully Submitted,
Sdbtt Millar AsGeotted lby: —
L)3FCCtar of 0-P1!F lLion#F
CandetTedh
SERVICES sate:
�xsw.�andcl7'eclL�erwieea_e4m
$n 4rrvi'oe i 111
oferm-: l,17-6I6-3405
fill=4N-2$8-9$D3
T6909htd hylheTuKao[mlwImrrRafl-ionnsmand mbo4ulaiion.P.O.00& 1213F.Auelin.Teu@s7ff711,
hI ,ywyN lkei'39 Slut a u� Lb ftW numbu TACLA&1780K
i A
Vendor Services Agreement Page 20 of 22
v1.4(November 30,2021)
Augm4 33,2021
y 212 11 e.+CL I q u m Tx Y(AdA
1 !1 d l T c Ffarc:817 It.!iGS
44uk11 yQ&%L--44'44MM,:nro
, t, SERVICESfnCL+u61781MIC'
COMMr:ROIAL HVAOLR PROPOSAL
DAIKIN PER UNIT BREAKDOWN:
1.
5 TON- $8,146.35
2.
3 TON-$5,731.11
3.
7,5 TON- $11,166.53
4-
7.5 TON-$11,1W53
6,
7.5 TON-$11,166-S3
6-
15 TON-520,225.55
T
7.5 TON-$11,161.53
73 TON- $11,163,53
9.
7.5 TON-$11,163.S3
10-
7.5 TO N- 511,163.53
11.
5 TON-$8,146,95
12.
1Q Tow S14,185.20
C
Vendor Services Agreement Page 22 of 22
v.1.4(November 30,2021)
Augu8,23,2021
CandelTech z`2 HIAb 4.""N fx7°°`'
flare:9 74I -%4
04) SERVICES In 30 11aw
COMMERCIAL HYAC�R PRQPOSAL
C06-'BREAK[11 WN4 VAIKIN
• EQuIPMENT-$109,2112
• IASOR-$15,570.27
• CRANE-$S,A45
i FORKLIFT-$1875
. MIS{PARTS$2,400
AVAILABILITY:
3 TON,7.5 T(}N,10 TUN,.AND li TON WILL FIE.AV.4ILABLF.BY SEPT 31,21121
STON WILL BI~AVAILABLE 2""WEEK OF NOVEMBER
�r
Vendor Services Agreement Page 23 of 23
v1.4(November 30,2021)
PART III
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B.23,84th Leg.,Regular Session.
OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1).Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006,Local Government Code.An
offense under this section is a misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
to I }fir
z ❑
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an update
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
flame of Officer
_4j Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described.Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income,from the vendor?
=Yes = No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes No
-5J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of one percent or more.
more.
1V
6
Check this box if the vendor h given the local government officer or a family member of the officer one or more gifts
as described in Sectioi 76. 3 (2)(B),excluding gifts described in Section 176.003(a-1).
7
' Z
Signatur or ing busine s i1LY t governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.u5 Revised 1/1/2021
ITB 21-0166 Botanical Gardens HVAC Roof Top Installations LH
Page 21 of 55 J
Vendor Services Agreement Page 21 of 22
v.1.4(November 30,2021)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/29/22 M&C FILE NUMBER: M&C 22-0195
LOG NAME: 13P 21-0166 BOTANICAL GARDENS HVAC JC PARD
SUBJECT
(CD 7)Authorize Execution of a Purchase Agreement for Botanic Gardens Heating,Ventilation and Air Conditioning Roof Top Installations with
Candel Tech, Inc., in an Amount Up to$134,602.27 for the Park and Recreation Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of a purchase agreement for Botanic Gardens Heating,Ventilation and Air
Conditioning roof top installations with Candel Tech, Inc.,in an amount up to$134,602.27 for the Park and Recreation Department.
DISCUSSION:
The Park and Recreation Department approached Purchasing to issue a bid for Botanic Gardens Heating,Ventilation and Air Conditioning
(HVAC)Roof Top Installations.The Purchasing Division issued an Invitation to Bid(ITB)21-0166 on July 27,2021 with submissions due by August
26,2021 and included detailed specifications regarding the requirements for the Botanic Gardens HVAC Roof Top Installations.
The ITB was advertised in the Fort Worth Star-Telegram every Wednesday from July 28,2021 through August 25,2021.Twenty eight vendors
were solicited from the purchasing vendor database system;seven responses were received. Each bid response received points based on a pre-
established, best-value matrix of weighted factors and was scored according to price,contractor qualifications,similar job experiences,and
references,availability to begin the project,and the experience of the staff and the company's permitting experience. Upon review of the
information,Candle Tech, Inc.scored the highest using the Best Value criteria,therefore staff recommends awarding to Candle Tech, Inc.
Funding in an Amount Up to$134,602.27 is budgeted in the Other Contractual Services account of the BG Moncrief Garden Center project in the
Tax Note 2020 Fund.
AGREEMENT TERMS: Upon City Council's approval,this agreement shall begin upon execution and expire one year from that date.
BUSINESS EQUITY:A waiver of the goal for M/WBE subcontracting requirements is approved by the Office Business Diversity,in accordance
with the BDE Ordinance, because the application of the purchase of good or services is from sources where subcontracting or supplier
opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed
by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget,as previously appropriated,in the Tax Note 2020 Fund for
the BG Moncrief Garden Center project to support the approval of the above recommendation and execution of the purchase agreements. Prior to
any expenditure being incurred,the Park and Recreation Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Reginald Zeno 5804
Valerie Washington 6192
Originating Business Unit Head: Anthony Rousseau 8338
Richard Zavala 5711
Additional Information Contact: Cynthia Garcia 8525
Jeff Cope 8313
Expedited