HomeMy WebLinkAboutContract 58527 CSC No. 58527
CONTRACTOR SERVICES AGREEMENT
SUEZ TREATMENT SOLUTIONS,INC.
SOLESOURCE
This CONTRACTOR 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 Suez Treatment Solutions, Inc., an
entity authorized to perform work in Texas, acting by and through its duly authorized. This Agreement
shall be effective as of the Effective Date established herein.
AGREEMENT DOCUMENTS:
The additional documents comprising this Contractor Services Agreement shall include the
following:
1. Attachment A-Standard Terms and Conditions Parts I and II
2. Attachment B-The City's Sole Source Scope Request;
3. Attachment C-Contractor's Response to City's Sole Source Request;
4. Attachment D-Insurance and Bonds;
5. Attachment E-Verification of Signature Authority Form;
6. Attachment F-Conflict Of Interest Disclosure Requirement;
7. Attachment G-Vendor's Contact Information.
Attachments A - D, are incorporated herein and made a part of this Agreement for all purposes. In the
event of any conflict between the terms and conditions of Attachments A-C and the terms and conditions
set forth in the body of this Agreement,the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES
Contractor hereby agrees to provide OEM power supply unit(s), services and parts for the ozone
generators for the City of Fort Worth Water Department as per Attachments B and C which more
specifically describe the services to be provided hereunder.
2. TERM
This Agreement is effective as of the date subscribed below by the City's designated Assistant
City Manager ("Effective Date") and shall expire on the immediately following September 30' ("Initial
Term"). Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same
terms and conditions for up to four (4) one-year renewal periods (October 1 to September 30) and for a
fifth renewal period which shall expire on the month and day of the Effective Date creating a five year
total duration. City may elect or Contractor may request a non-renewal by providing the other party with
notice of same at least 60 days before the expiration of the Initial Term or any renewal period.
3. COMPENSATION
City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B. The
annual contract amount under this Agreement, per term, shall be the amount of or up to
$2,237,000.00. For any term that is less than a full year, the Contract Amount shall be pro-rated based on
the number of calendar months in the term and work performed. The Contract Amount shall not
change in any subsequent renewal period, except as provided in the Sole Source. Contractor shall
not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City
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Contractor Services Agreement
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requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Contractor not specified by this Agreement unless City first approves such
expenses in writing.
4. TERMINATION/CANCELLATION
Termination: The City reserves the right to terminate this agreement, or any part hereof, with or
without cause, for its sole convenience. The City shall deliver to Contractor a written "Notice of
Termination" specifying the extent to which performance of work or the goods to be purchased under the
order is terminated and the date upon which such termination becomes effective.
In the event of such termination, the Contractor shall immediately stop all work hereunder and
shall immediately cause any and all of its suppliers and subcontractors to cease work. The Contractor
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 Contractor can demonstrate to the reasonable
satisfaction of the City, incurred as a result of the termination. In no event shall the total of all amounts
paid to the Contractor under this section exceed the price stated in the Agreement. The Contractor shall
not be reimbursed for any profit which may have been anticipated, but which have not been earned up to
the date of termination.
Cancellation: City shall have the sole right to cancel this contract prior to the commencement of
work should there be a change in the need for the product or services as determined by the Department
Head or his/her Assistant City Manager.
Non-Appropriation of Funds: In the event no funds or insufficient funds are appropriated and
budgeted in any fiscal period for payments due under this contract, then City will immediately notify
Contractor of such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to City of any kind whatsoever, except to
the portions of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that
it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
Unauthorized Access. Contractor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Contractor shall notify City immediately if the security or integrity of any City Information has
been compromised or is believed to have been compromised, in which event, Contractor shall, in good
faith, use all commercially reasonable efforts to cooperate with City in identifying what information has
been accessed by unauthorized means and shall fully cooperate with City to protect such City Information
from further unauthorized disclosure.
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6. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall operate as an independent Contractor
as to all rights and privileges and work performed under this Agreement, and not as an agent,
representative or employee of City. Subject to and in accordance with the conditions and provisions of
this Agreement, Contractor shall have the exclusive right to control the details of its operations and
activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat
superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its
officers, agents, employees, servants, Contractors and subcontractors. Contractor further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Contractor. It is further understood that City shall in no way be considered a co-employer or a joint
employer of Contractor or any officers, agents, servants, employees or subcontractor of Contractor.
Neither Contractor, nor any officers, agents, servants, employees or subcontractor of Contractor shall be
entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractor.
7. LIABILITY AND INDEMNIFICATION
LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL THIRD-PARTY PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCL UDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, TO
THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF WHETHER A
CLAIM IS BASED IN CONTRACT (INCLUDING WARRANTY OR INDEMNITY), EXTRA-
CONTRACTUAL LIABILITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY),
STATUTE,EQUITY OR ANY OTHER LEGAL THEORY.
(a) THE TOTAL LIABILITY OF THE CONTRACTOR AND OF ITS INSURER FOR
ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR
BREACH OF THIS AGREEMENT OR USE OFANYEQUIPMENT OR SERVICES
SHALL NOT EXCEED THE TOTAL PRICE PAID BY CITY UNDER THIS
AGREEMENT OR (IN THE CASE OF AN AGREEMENT FOR SERVICES WITH
A TERM OF MORE THAN ONE YEAR) THE ANNUAL PRICE PAYABLE BY
CITY UNDER THIS AGREEMENT;
(b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFIT
OR REVENUES, LOSS OF PRODUCTION, LOSS OF USE OF EQUIPMENT OR
SERVICES OR ANY ASSOCIATED EQUIPMENT, INTERRUPTION OF
BUSINESS, COST OF CAPITAL, COST OF REPLACEMENT WATER OR
POWER, DOWNTIME COSTS, INCREASED OPERATING COSTS, CLAIMS OF
CITY'S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY
DAMAGES;
(c) CONTRACTOR'S LIABILITY SHALL END UPON EXPIRATION OF THE
APPLICABLE WARRANTY PERIOD, PROVIDED THAT CITY MAY
CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN
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NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR
ARBITRATION, AS APPLICABLE UNDER THIS AGREEMENT, BEFORE
EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL
TIME LIMITA TION B UT IN NO EVENT— TO THE EXTENT PERMITTED
BY APPLICABLE LAW — LATER THAN FIVE (5) MONTHS AFTER
EXPIRATION OF SUCH WARRANTY PERIOD.
INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER THIRD-PARTY
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8. ASSIGNMENT
Contractor shall not assign 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 shall execute a
written agreement with City and Contractor under which the assignee agrees to be bound by the duties
and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all
obligations of Contractor under this Agreement prior to the effective date of the assignment.
9. INSURANCE AND BONDING
Contractor shall provide City with certificate(s) of insurance documenting policies of the types
and coverage limits and performance and/or payment bonds (if required) each to be in effect prior to
commencement of any work pursuant to this Agreement as provided for in Attachments D or D-1 (if
applicable).
10. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations as set forth in Attachment A, Part II, Section 14. If City notifies
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately
desist from and correct the violation.
The scope, Agreement price, schedule, and other provisions will be equitably adjusted to reflect
additional costs or obligations incurred by Contractor resulting from a change, after Contractor's proposal
date, in City's site-specific requirements or procedures, or in industry specifications, codes, standards,
applicable laws or regulations.
11. NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
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obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law, including Chapter 17, Article III, Division 3 of the Fort
Worth Code. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES
TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD
CITY HARMLESS FROM SUCH CLAIM.
12. 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 electronic confirmation of the transmission, or(3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY: To CONTRACTOR:
City of Fort Worth Suez Treatment Solutions,Inc.
Attn: Shatabya Bergland, Contract Compliance 1217 Corporate Solutions,Inc.
Specialist Arlington,TX 76060
200 Texas Street Phone: 201-676-2240
Fort Worth,TX 76102-6314 Email: pedro.dacruz&suez.com
Email: Shatabya.Bergland@fortworthtexas.gov
Phone: 817-392-8277
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
13. SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
Contractor, any person who is or has been employed by the other during the term of this Agreement,
without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision
shall not apply to an employee of either party who independently responds to a general solicitation of
advertisement of employment by either party.
14. 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.
15. NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
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16. 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.
17. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. FORCE MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, 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.
19. AMENDMENTS/MODIFICATIONS/EXTENSIONS
This contract can be amended, modified, or extended only by a written agreement signed by both
parties.
20. ENTIRETY OF AGREEMENT
This Agreement, including its attachments and exhibits, contains the entire understanding and
agreement between City and Contractor, their respective 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.
21. WARRANTY
Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. Contractor warrants that it will perform all services under this contract in a
safe, efficient and lawful manner using industry accepted practices, and in full compliance with all
applicable state and federal laws governing its activities and is under no restraint or order which would
prohibit performance of services under this contract. This warranty, as to services, shall expire 30 days
from the date of the particular site visit. Additional specific warranty provision are found in Attachment
A, Part I, Sections 9-13. All warranty provisions shall survive the expiration of this Agreement. THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES (WHETHER WRITTEN, ORAL, IMPLIED, OR OTHERWISE), AND ALL
OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY
EXPRESSLY DISCLAIMED. If Contractor provides parts in connection with the service,
Contractor warrants that the parts are free of defects in material and workmanship; this warranty
shall expire ninety (90) days from the date City accepts such part and service. If service (and/or
parts provided in connection therewith) does not meet the above-stated warranties, City shall
promptly within the applicable above-stated warranty period notify Contractor in writing.
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Contractor shall as its sole responsibility under warranty (i) re-perform the non-conforming
portion of the service and (if applicable) repair or (at City's option) replace the nonconforming
part, or(ii)provide a refund or credit allocable to the nonconforming portion of the service/part.
Contractor also offers different warranties on specific models in its portfolio, not to be
less than 18 months from shipment and 12 months after start up. Some models carry specific
component warranties for longer durations- from 2yrs-10yrs. For purchases of equipment,
warranty shall be defined in Contractor's quotation.
City shall give written notice of a breach of any warranty within thirty (30) days from the date
that the cause for same is discovered.
22. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the
Texas Government Code, if Contractor 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, Contractor certifies that Contractor's signature provides written
verification to the City that if Chapter 2271, Texas Government Code applies, Contractor: (1) does
not boycott Israel; and(2)will not boycott Israel during the term of the contract.
23. LICENSES AND PERMITS
Contractor certifies that on the day work is to commence under this contract, and during the
duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract. All permits, authorizations, and
licenses which are required operate City's facility or equipment, to use the Equipment, or to manage and
dispose of any wastes, discharges, and residues resulting from City's use of the Equipment, shall be
obtained and maintained by City at City's sole expense. City is responsible for compliance with all laws
and regulations applicable to the storage, use, handling, installation, maintenance, removal, registration,
and labelling of all Equipment after delivery of the Equipment, as well as for the proper management and
disposal of all wastes,discharges, and residues.
Contractor also certifies that if it uses any subcontractor in the performance of this agreement,
that such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
24. HEADINGS NOT CONTROL.L.ING
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.
25. RF.VIFW OF COUNSEL.
The parties acknowledge that each party and its counsel have had an opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to
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be resolved against the drafting party shall not be employed in the interpretation of this Agreement or
its attachments.
26. 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.
27. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by
proper order,resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto,may be executed by any authorized representative of Contractor whose name,title and
signature is affixed on the Verification of Signature Authority Form,which is attached hereto as
Attachment E. Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
28. 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. .
29. 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.
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30. 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.
ACCORDINGLY, the parties hereto have duly executed this Agreement and established the
Effective Date as being the date subscribed by the City's designated Assistant City Manager.
CITY OF FORT WORTH: CONTRACTOR:
7
Suez Treat of tions, Inc.
Dana Ey(ghdo�F
By: Dana Burghdoff ec2,202210:18CST) By;
Name: Dana Burghdoff Na e• Pedro aCruz
Title: Assistant City Manager Tit : Director
Date: Date:
APPROVAL RECOMMENDED:
awr- f�HAe,-)es-
By: Christopher Hbrder(Dec 1,202212:18 CST)
Name: Chris Harder
Title: Water Department Director
pF OF F09j�Opd
ATTEST:
By: 4affiette S.Goodall(Dec 2,2022 10: ST)
Name:Jannette Goodall
Title: City Secretary
APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER:
-� By signing I acknowledge that I am the person
By: responsible for the monitoring and
Name: Taylor Paris administration of this contract,including
Title: Assistant City Attorney ensuring all performance and reporting
CONTRACT AUTHORIZATION: requirements.
M&C• 22-0890 s a
Date:•11/8/2022 BY� o
late# 2o22-stsoss Name: Shatabya Bergland
Title: Contract Compliance Specialist
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ATTACHMENT A
PART-I
SPECIFIC TERMS AND CONDITIONS
1.0 CHANGE IN COMPANY NAME OR OWNERSHIP
The Contractor shall notify the City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president
of the company or authorized official must sign the letter. A letter indicating changes in a
company name or ownership must be accompanied with supporting legal documentation such as
an updated W-9, documents filed with the state indicating such change, copy of the board of
director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to do so may adversely impact future invoice payments.
2.0 INVOICING REQUIREMENTS
2.1 All invoices should be submitted directly to the contracting Department. It is the
responsibility of the Contractor to obtain the name and contact information of the Department's
project manager to whom invoices shall be submitted.
2.2 A properly prepared invoice shall be typewritten or computer printed and shall include
the Contractor's name, phone number/email address, federal tax identification number, Sole
Source number or 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 Contractor for correction and re-submittal.
2.3 Under no circumstances will the City be responsible for goods or services provided
without an Agreement signed by an authorized city representative.
3.0 UNIT PRICE ADJUSTMENT
3.1 The unit prices may be adjusted for increases or decreases in Contractor's cost during a
renewal period but not before the effective date of a renewal and only upon written request from
the Contractor.
3.2 The Contractor must submit its price adjustment request, in writing, at least 60 days
before a renewal effective period. The Contractor shall provide written proof of cost increases
with price adjustment request.
3.3 If the City does not accept the proposed rate increase,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.
3.4 Prices adjusted with a renewal, shall remain firm for each correlative term of the
Agreement.
3.5 Upon expiration of the Agreement term, Contractor 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.
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3.6 Goods and/or services shall not be suspended by the Contractor without a 30 day prior
written notice to the City.
4.0 QUANTITIES
The quantities listed on the Part I-A Bid Solicitation Form are estimates and do not indicate intent
to purchase a certain amount or any amount. 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.
5.0 INSURANCE AND BONDING REOUIREMENTS
Insurance requirements are found in the Agreement,Attachment D.
A valid certificate of insurance shall be provided with the signed Agreement. Failure to provide
such information within five (5) calendar days thereof may be grounds for termination of the
Agreement.
Policies shall have no exclusions by endorsements which nullify the required lines of coverage,
nor decrease the limits of said coverage unless such endorsements are approved by the City. In
the event a contract has been bid or executed and the exclusions are determined to be
unacceptable or the City desires additional insurance coverage, and the City desires the
Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the
premium for such additional coverage plus 10%.
When Payment and/or Performance Bonds are required as per Texas Government Code Chapter
2253, et seq., as amended, the Contractor must provide the bonds in the amounts and on the
conditions required, within 14 calendar days after notification of award, or as otherwise required.
A Payment Bond is required for a contract greater than $50,000 and a Performance Bond is
required for a contract greater than$100,000.
If said bonds are required,the forms will be attached to the Agreement as Attachment D-1.
6.0 COMPLAINTS
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.
7.0 SUBCONTRACTING
Subcontracting of the work under this Agreement will be allowed provided Contractor notifies the
Project Manager at least 24 hours in advance. If Contractor intends to engage a subcontractor(s)to
perform any of its obligations herein, subcontractor(s) shall agree to be bound by the duties and
obligations of Contractor under the Contract as such duties and obligations may apply. Contractor
shall, upon request, provide City with a fully executed copy of any agreement making such
subcontract.
8.0 DELIVERY
8.1 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
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additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid
by the City.
8.2 There may be instances when the Contractor may be asked to accelerate delivery of an
order or services due to extenuating or emergency circumstances. When this occurs, the
Contractor will be expected to provide this service at no additional cost, however, the City shall
be responsible for the additional expedited freight charges.
8.3 In the event the Contractor 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 grounds for canceling order(s) or services, or
the entire Agreement.
8.4 Delivery tickets must include the City's Blanket Order Number and the ordering
department's Release Number.
8.5 Delivered items that are determined to be defective or not meeting bid specifications shall
be picked up and replaced by the Contractor, or the Contractor'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.
8.6 Material Safety Data Sheets(if applicable)
8.6.1 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.
8.6.2 Failure to submit the required MSDS sheets and/or label each container in
accordance with RSA 277-A, shall place the Contractor in non-compliance and shall
result in civil or criminal penalties. The Contractor 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.
9.0 WARRANTIES
9.1 The Contractor shall provide a warranty to include at a minimum, but not limited to the
following:
9.1.1 Intentionally Deleted.
9.1.2 Contractor 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 an on-site response within twenty- four
(24) hours after notification by authorized City personnel and a repair and replace
defective work as reasonably required under the circumstances.
9.1.3 This warranty shall continue for a period of 90 days from date of acceptance of
products and work by the City.
9.1.4 The Contractor shall as its sole responsibility under warranty remedy at the
Contractor's expense any non-conforming or defective products or work.
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9.1.5 Intentionally Deleted.
9.1.6 Intentionally Deleted.
9.1.7 If the Contractor 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 Contractor's
expense, which shall be limited to reasonable, direct and out-of-pocket costs incurred by
the City of Fort Worth.
9.1.8 This warranty shall not include failures attributable to operation or maintenance
of the Equipment by City or third parties, repairs or alterations made by City without
Contractor's written consent, fair wear and tear, accident, fire, or negligence on the part of
City personnel.
9.2 With respect to all warranties, from manufacturers, or suppliers for work performed and
materials furnished under this contract,the Contractor shall:
9.2.1 Obtain all warranties that would be obtained in normal commercial practice;
9.2.2 Enforce all warranties for the benefit of the City of Fort Worth.
THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, OR CONDITIONS, WRITTEN OR ORAL, EXPRESSED OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES, OR
CONDITIONS, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE,ALL OF WHICH ARE DISCLAIMED.
10.0 PRICE COMPETITIVENESS
10.1 The price to be paid by City shall be that contained in Contractor's proposals In the
event City determines that the price is not competitive, C i t y m a y r e q u e s t t h a t the
prices of the items be reduced to maintain competitiveness, or in the alternative
upon City's option, City shall have the right to cancel this contract for convenience and without
any liability to Contractor for breach or for Contractor's actual expense. Such remedies are in
addition to and not in lieu of any other remedies which Contractor may have in law or equity.
10.2 Contractor warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or selling agency
that is maintained by Contractor for the purpose of securing business. For breach or violation of
this warranty, City shall have the right, in addition to any other right or rights arising pursuant to
said purchase(s), to cancel this contract without liability and to deduct from the contract price
such commission percentage,brokerage or contingent fee, or otherwise to recover the full amount
thereof.
11.0 PRODUCT WARRANTY
Contractor shall not limit or exclude any express or implied warranties and any attempt to do so
shall render this contract voidable at the option of Contractor. Contractor warrants that the goods
furnished will conform to City's specifications, drawings and descriptions listed in the proposal
invitation, and the sample(s) furnished by Contractor, if any. In the event of a conflict
between City's specifications,drawings,and descriptions,City's specifications shall govern.
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12.0 SAFETY WARRANTY
Contractor warrants that the product sold or services provided to City shall conform to the
standards promulgated by the U.S. Department of Labor under the Occupational Safety and
Health Act(OSHA) of 1970, as amended. In the event the product or services do not conform to
OSHA standards, City may return the product for correction or replacement at Contractor's
expense or City may terminate the contract. In the event Contractor fails to make appropriate
correction within a reasonable time, any correction made by City will be at Contractor's expense.
Where no correction is or can be made, Contractor shall refund all monies received for such
goods or services within thirty (30) days after request is made by City in writing and
received by Contractor. Notice is considered to have been received upon hand delivery, or
otherwise in accordance with the Notice provisions of this contract. Failure to make such refund
shall constitute breach and cause this contract to terminate immediately.
13.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
13.1 If applicable to the services being provided, the CONTRACTOR warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to:
programs, documentation, software, analyses, applications, methods, ways, and processes
(in this Section each individually referred to as a "Deliverable" and collectively as the
"Deliverables,")do not infringe upon or violate any patent, copyrights,trademarks, service
marks,trade secrets, or any intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement.
13.2 If applicable to the services being provided, CONTRACTOR shall be liable and
responsible for any and all claims made against the City for infringement of any patent,
copyright, trademark, service mark, trade secret, or other intellectual property rights by
the use of or supplying of any Deliverable(s) in the course of performance or completion of,
or in any way connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
13.3 If applicable to the services being provided, CONTRACTOR agrees to indemnify,
defend, settle, or pay, at its own cost and expense, including the payment of attorney's
fees, any claim or action against the City for infringement of any patent, copyright,
trademark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it
being understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as CONTRACTOR bears the cost
and expense of payment for claims or actions against the City pursuant to this section 8,
CONTRACTOR shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City
agrees to cooperate with CONTRACTOR in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the 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, CONTRACTOR shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give CONTRACTOR timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
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Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall
not eliminate CONTRACTOR's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise, such use is materially adversely
restricted, CONTRACTOR shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to CONTRACTOR, terminate this Agreement, and refund all
amounts paid to CONTRACTOR by the City, subsequent to which termination City may
seek any and all remedies available to City under law.
14.0 SAFETY
The Contractor shall be responsible for creating and maintaining its own safety plan meeting all
federal, state, county or city laws, ordinances and regulations.
15.0 HAZARDOUS CONDITIONS
The Contractor is required to notify the City immediately of Contractor's discovery of any
hazardous conditions during performance of the services. City may suspend contractor's work for
such reasonable time as is necessary to evaluate the possible hazardous conditions and to develop
a plan for managing same. Contractor and City may negotiate a change order, if necessary, for
Contractor to continue its work if the original conditions have materially changed due to the
discovery of hazardous conditions.
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PART-II
GENERAL TERMS AND CONDITIONS
1.0 DEFINITION OF CITY
The City of Fort Worth, its officers, agents, servants, authorized employees, contractors and
subcontractors who act on behalf of various City departments,bodies or agencies.
2.0 DEFINITION OF CONTRACTOR
The consultant, service provider(s), supplier, or other provider of goods and/or services, its
officers, agents, servants, employees, contractors and subcontractors who act on behalf of the
entity which is engaged in a contract with the City.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth may be requested by a member of the
public under the Texas Public Information Act. If the City receives a request for a Contractor's
proprietary information, the Contractor listed in the request will be notified and given an
opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding
reasons the Contractor believes that its information may not lawfully be released. If Contractor
does not make arguments or the AG rejects the arguments Contractor makes, Contractor's
information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of City shall have a financial interest, direct or indirect, in any contract
with City or be financially interested, directly or indirectly, in the sale to City of any land,
materials, supplies or services, except on behalf of City as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee
found guilty thereof shall thereby forfeit his office or position. Any violation of this section
with the knowledge,expressed or implied, of the person or corporation contracting with the City
Council shall render the contract invalid by the City Manager or the City Council.
(Chapter XXVII, Section 16,City of Fort Worth Charter)
5.0 ORDERS
5.1 No employees of the City or its officers, agents, servants, contractors or
subcontractors who act on behalf of various City departments, bodies or agencies are
authorized to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the City. The only exceptions
are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section
252.022(a)(1), (2), or (3). In the case of emergencies, the City's Purchasing Division will
place such orders.
5.2 Acceptance of an order and delivery on the part of the Contractor without an approved
contract number, purchase order number, or release number issued by the City may result in
rejection of delivery,return of goods at the Contractor's cost and/or non-payment.
6.0 CONTRACTOR TO PACKAGE GOODS
If applicable to the scope of work, Contractor will package goods in accordance with good
commercial practice. Each shipping container, shall be clearly and permanently marked as
follows: (a)Contractor's name and address: (b)Consignee's name, address and purchase order or
purchase change order number; (c) Container number and total number of containers, e.g.,box 1
of 4 boxes; and(d) Number of the container bearing the packing slip. Contractor shall bear the
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cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any applicable
specifications. City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Contractor is not authorized to ship the goods under reservation,and no tender of a bill of lading
will operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
If applicable to the scope of work, the title and risk of loss of the goods shall not pass to City
until City actually receives and takes possession of the goods at the point or points of delivery
after inspection and acceptance of the goods.
9.0 PLACE OF DELIVERY
If applicable to the scope of work, the place of delivery shall be set forth in the "Ship to"
block of the purchase order, purchase change order,or release order.
10.0 RIGHT OF INSPECTION
If applicable to the scope of work, City shall have the right to inspect the goods upon delivery
before accepting them. Contractor shall be responsible for all charges for the return to
Contractor of any goods rejected as being nonconforming under the specifications.
11.0 SOFTWARE LICENSE TO CONTRACTOR
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Contractor hereby grants to City, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Contractor, and is licensed and provided to the City for its sole use for purposes under this
Agreement and any attached work orders or invoices. The City may not use or share this
software without permission of the Contractor; however City may make copies of the software
expressly for backup purposes.
12.0 OWNERSHIP OF WORK PRODUCT
If applicable to the scope of work, Contractor agrees that 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"). However, Contractor 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). Contractor hereby grants to the City, a royalty free, perpetual, world-wide, non-exclusive,
non-assignable, non-sublicensable license to use the said intellectual property solely for the
purpose of installing,operating and maintaining the goods and equipment.
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13.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the "Network").
If Contractor requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Contractor is required to utilize the Internet, Intranet, email, City database, or
other network application, Contractor shall separately execute the City's Network Access
Agreement prior to providing such services. A copy of the City's standard Network Access
Agreement can be provided upon request.
14.0 LAWS,REGULATIONS,AND ORDINANCES
The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations;
State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws,
ordinances, and regulations for safety of people, environment, and property. This includes, but is
not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions
such as the Environmental Protection Agency (EPA), Occupational Safety and Health
Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the
event any law, regulation or ordinance becomes effective after the start of this Agreement, the
Contractor is required to comply with new policy. Any mandates requiring the City to comply
with new guidelines will also require the Contractor to comply. The scope, Agreement price,
schedule, and other provisions will be equitably adjusted to reflect additional costs or obligations
incurred by Contractor resulting from a change, after Contractor's proposal date, in City's site-
specific requirements or procedures, or in industry specifications, codes, standards, applicable
laws or regulations.
15.0 IMMIGRATION NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification Form
(1-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor 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 Contractor employee who is
not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Contractor, shall have the right to immediately terminate this Agreement for violations
of this provision by Contractor.
16.0 HEALTH. SAFETY.AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Contractor must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Contractor agrees to obtain and pay, at its own expense, for all licenses, permits, certificates,
and inspections necessary to provide the products or to perform the services hereunder.
Contractor shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations of
this provision byContractor.
17.0 RIGHT TO AUDIT
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Contractor agrees that the City, or City's authorized representative, shall, until the expiration
of three (3) years after final payment under this contract, and at no additional cost to City,
have access to and the right to examine and copy any directly pertinent books, computer disks,
digital files, documents, papers and records of the Contractor involving transactions relating to
this contract. Contractor agrees that the City shall have access, during normal working hours,
to all necessary Contractor facilities, and shall be provided adequate and appropriate
workspace, in order to conduct audits in compliance with the provisions of this section. City
shall pay Contractor for reasonable costs of any copying in accordance with the standards set
forth in the Texas Administrative Code. The City shall give Contractor reasonable advance
written notice of intended audits, but no less than ten (10)business days. The audit provisions
shall not apply to fixed prices,or fixed unit rates or fixed percentage markup.
18.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Contractor warrants that it and any and all of its subcontractors will not unlawfully discriminate
on the basis of disability in the provision of services to general public, nor in the availability,
terms and/or conditions of employment for applicants for employment with, or employees of
Contractor or any of its subcontractors. Contractor warrants it will fully comply with ADA's
provisions and any other applicable federal, state and local laws concerning disability and will
defend, indemnify and hold City harmless against any claims or allegations asserted by third
parties or subcontractors against City arising out of Contractor's and/or its subcontractor's
alleged failure to comply with the above-referenced laws concerning disability discrimination in
the performance of this agreement.
19.0 TIME TO CURE/DISPUTE RESOLUTION
19.1 If either City or Contractor has a claim,dispute,or other matter in question for breach of
duty, obligations, services rendered or any warranty that arises under this Agreement,the parties
shall first provide a reasonable time to cure and then attempt to resolve the matter through this
dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the
dispute and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, either through email, mail,
phone conference, in person meetings, or other reasonable means to cure, resolve any claim,
dispute, breach or other matter in question that may arise out of, or in connection with this
Agreement. If the parties fail to cure or resolve the dispute within sixty(60) days of the date of
receipt of the notice of the dispute, then the parties may submit the matter to non-binding
mediation upon written consent of authorized representatives of both parties in accordance with
the Industry Arbitration Rules of the American Arbitration Association or other applicable rules
governing mediation then in effect. If the parties cannot resolve the dispute through mediation,
then either party shall have the right to exercise any and all remedies available under law
regarding the dispute.
19.2 A written notice to cure may be prepared giving the Contractor 14 calendar days to cure
any deficiency.
19.3 In the event the Contractor continues with unsatisfactory performance, the department
will promptly notify the appropriate Department Head who may take appropriate action to cure
the performance problem(s).
19.4 All costs to cure incurred by the City shall be paid by Contractor within 30 days of
Contractor's receipt of notice of same.
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19.5 The Contractor 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.
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ATTACHMENT B
CITY'S SOLE SOURCE SCOPE REQUEST
(Inserted behind this page)
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FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions:Fill out the entire form with detailed information.Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department: Water Department
Name of Contract Manager: Shatabya Bergland
Department's Attorney: Doug Blac
Item or Service sought:
Goods: F
Service: F
Anticipated Amount: $600,000.00
Vendor: Suez Treatment Solutions, Inc.
Current/Prior Agreement for item/service: Yes ❑ No
CSC or Purchase Order#: N/A
Amount: N/A
Projected M&C Date: N/A
How will this item or service be used? The power supply unit will replace the current
power supply unit that is currently non-operational on the ozone generator. The unit will produce
approximately 3,000 lb of ozone per day in addition to the two other units at Eagle Mountain
Water Treatment Plant to meet the demand of the ozone disinfection system.
Page 1 of 6
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
n A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
n A procurement for personal,professional, or planning services;
n A procurement for work that is performed and paid for by the day as the work
progresses;
n A purchase of land or a right-of-way;
Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
n A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
n A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
n Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
n Services performed by blind or severely disabled persons;
n Goods purchased by a municipality for subsequent retail sale by the municipality;
n Electricity; or
Page 2 of 6
n Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.N/A
Section 3: Claimed Sole-Source Exemption and Justification
NOTE - For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents,copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum,park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
The power supply unit is a component of the OEM ozone generator which is also sole sourced
througah Suez.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
See sole source justification letter.
Did you attach a sole source justification letter? ® Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). The
Power Supply Unit#3 is an attachment to and only compatible with the current OEM ozone
Page 3 of 6
generator(s) at Eagle Mountain Water Treatment Plant that produces pounds of ozone per dgy for
the overall ozone disinfection system. It is only manufactured and serviced by the vendor.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? 17;j Yes n No.
Was there anything attached to this form that was relied on in making this determination?
Yes n No.
If yes,please explain:Sole source letter from vendor and proposal.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? n Yes M No.
If yes,please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? M Yes n No.
Will the contract require special terms? n Yes M No.
Will the contract require review by the department attorney? M Yes n No.
Approved By:
Date: 7.25.22
T or Paris /Jessika Williams
Assistant City Attorney
Page 4 of 6
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
1. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
2. A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
3. A procurement for personal,professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal definition of this term, however, "several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160
S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has
also opined that "professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service.A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
Page 5 of 6
can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
Page 6 of 6
ATTACHMENT C
CONTRACTOR'S RESPONSE TO CITY'S SOLE
SOURCE SCOPE REQUEST
(Inserted behind this page)
SOLE SOURCE-OEM PSU for Ozone Generators
Page 22 of 27
Contractor Services Agreement
sue?. SUEZ Treatment Solutions Inc.
600 Willow Tree Road
Leonia, NJ 07605, USA
Tel: +1 201 676 2525
July 12, 2022
Mr. Tim Allen
Water Systems Superintendent
City of Forth Worth
1500 11 th Ave
Fort Worth, TX 76102-4349
Subject: PSU upgrade at Eagle Mountain and Rolling Hills WTP's
City of Fort Worth, TX
Sole Source for PSU Supply
Dear Mr. Allen:
SUEZ Treatment Solutions, Inc. formally Ozonia North America confirms that it is the sole source
provider of Power Supply Units (as proposed in SUEZ proposal 511093 for SUEZ (Ozonic) ozone
generators.
There is not an equivalent product known by Suez Treatment Solutions Inc. provided by any
supplier that markets these types of items.
Please let me know if you have any questions or require additional information.
Thank you.
Very truly yours,
SUEZ Treatment Solutions, Inc.
William Nezgod
Senior Sales Manager— Engineered Ozone Plants
Sole Source Letter Fort Worth TX 7-12-22.Docx
sue2
. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .. . . . . . . ..
Power Supply Unit #3
Replacement
Proposal No.: 511093
Revision: 000 '
Fort Worth Water
Eagle Mountain WTP
June 27, 2022
Contact information:
SUEZ TREATMENT SOLUTIONS, INC Local Sales Representative
Prepared By:
Hartwell Environmental
William Nezgod Bob Russell
Tel: +1 (908) 303-7477 Tel:
Email: william.nezgod _suez.com Email: brussell@hartwellenv.com
Regional Sales Manager:
John Hughes
Tel: +1 (817) 262-9500
Email:john.hughes@suez.com
SUEZ Treatment Solutions,Inc.
600 Willow Tree Road
LEONIA,NJ 07605-USA
�s u e2
June 27, 2022
Mr. Tim Allen
Water Systems Superintendent
City of Forth Worth
1500 11 th Ave
Fort Worth, TX
76102-4349, United States of America
Subject: Power Supply Unit#3 Replacement
Fort Worth Water
Eagle Mountain WTP
Proposal No. 511093 Rev. 0
Dear Mr. Allen:
SUEZ Treatment Solutions, Inc. (hereinafter referred to as "SUET') is pleased to provide our proposal
for the modernization of equipment at the Eagle Mountain WTP, for Fort Worth Water of the City of Fort
Worth.
At a high level, this proposal will offer to replace Power Supply Unit#3.
SUEZ shall provide the equipment and services as detailed below.
If there are any questions or if additional information is required, please do not hesitate to contact us.
We look forward to working with you on this project.
Very truly yours,
SUEZ TTREATEMENT SOLUTIONS, INC.
William Nezgod
Senior Sales Manager— Engineered Ozone Plants
File:Proposal 511093 REV.O_EAGLE MTN.DOCX Page i
�s u e2
Proposal and Contract
TO: Mr. Tim Allen Proposal No.: 511093 Rev. 0
Water Systems Superintendent
City of Forth Worth Date: June 27, 2022
1500 11 th Ave
Fort Worth, TX For: Power Supply Unit#3 Replacement
76102-4349, United States of Fort Worth Water
America Eagle Mountain WTP
(hereinafter referred to as"Purchaser")
SUEZ TREATMENT SOLUTIONS, INC(hereinafter referred to as"SUEZ")offers to furnish the following described
materials and equipment("Products")and/or services at the prices("Purchase Price")stated herein and in accordance with
the Conditions of Sale and other provisions contained or referenced herein. This proposal shall remain in effect unless
extended in writing by SUEZ. The Purchase Price is based upon only the Conditions of Sale and other provisions
specifically contained or referenced herein. Purchaser's acceptance of this Purchase Price,whether by issuance of a
purchase order or otherwise,or acceptance of delivery of the Products and/or services furnished hereunder,shall be
considered acceptance by the Purchaser of all the Conditions of Sale and other provisions contained or referenced herein,
notwithstanding any statement in Purchaser's acceptance or order to the contrary. SUEZ hereby objects to and rejects any
proposal by Purchaser to modify,amend, limit,add to or delete any of the Conditions of Sale or other provisions contained
or referenced herein unless expressly accepted in writing by SUEZ.
This Proposal and any resulting contract shall be referred to hereinafter as"this Contract".
Reference documents:
The above to be provided as described herein.
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TABLE OF CONTENTS
1 SCOPE OF SUPPLY.........................................................................................................................................1
2 BASE PROPOSAL............................................................................................................................................2
2.1 ENGINEERING..............................................................................................................................................2
2.2 EQUIPMENT.................................................................................................................................................4
2.2.1 Power Supply Unit(Power Supply Unit Control Panel—PSU/PSUCP(qty. 1).....................................4
2.2.2 Ozone Generator Vessel Components.................................................................................................4
2.3 SITE SERVICES, COMMISSIONING&START-UP .............................................................................................5
2.3.1 Ozone GeneratorlPower Supply Unit Commissioning..........................................................................5
3 CLARIFICATION AND SPECIFICS..................................................................................................................6
4 SCHEDULE/TIMEFRAME.................................................................................................................................7
5 EXCLUSIONS TO SUEZ SCOPE OF SUPPLY................................................................................................8
5.1 WITNESSED FACTORY TESTING....................................................................................................................8
5.2 CONTROL PANEL MODIFICATION...................................................................................................................8
5.3 SCADA/DCS DEVELOPMENT......................................................................................................................8
5.4 PERFORMANCE GUARANTEES......................................................................................................................8
5.5 GENERALIZED WORK...................................................................................................................................8
6 GENERAL..........................................................................................................................................................9
6.1 SHIPMENT AND SCHEDULES.........................................................................................................................9
6.2 SHOP TESTING OF EQUIPMENT:....................................................................................................................9
7 CONDITIONS OF FIELD SERVICE................................................................................................................10
8 TERMS AND CONDITIONS OF SALE...........................................................................................................11
9 SELLING PRICE .............................................................................................................................................13
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ow
1 Scope of Supply
SUEZ Treatment Solutions, Inc. (hereafter referred to as SUEZ) is pleased to provide our proposal for
the work requested of SUEZ, in association with the scope of supply defined below for the Eagle
Mountain WTP, for Fort Worth Water of the City of Fort Worth.
An expanded definition of the Scope of Supply is as follows:
• Base Proposal
o Power Supply Unit/Power Supply Unit Control Panel — PSU/PSUCP (qty: 1)
■ PSU model number: IPR-16-0600-WC-12
■ Provide an entirely new cabinet; footprint and general arrangement will differ from the existing
■ Internal power cables prewired and terminated
■ Internal control cables prewired from PLC 1/0 modules to terminals, mechanical & electrical
components (type of terminals, wire colors, etc.) as per SUEZ standards
■ Panel will be equipped with new PLC processor, appropriate Input/Output(1/0) modules, new
Operator Interface Terminal (OIT)
■ Communication will be Ethernet-based, utilising Ethernet Global Data (EGD), Service
Request Transfer Protocol (SRTP) or any supported protocol (as required).
■ Replacement HV cables between the new PSU and ozone generator vessel
■ Replacement HV bushings and HV boxes (as necessary)to accommodate the new HV
cables.
o Replace Ozone Vessel Fuses
■ Provide and install all internal ozone general vessel fuses
■ Required when thyristor-based Power Supply Units are replaced with the latest power
converting technology, which is based on the use of insulated-gate bipolar transistors (IGBT).
o Start-Up/Commissioning, training
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2 Base Proposal
2.1 Engineering
Associated with the following:
• Power Supply Unit/Power Supply Unit Control Panel — PSU/PSUCP (x1)
SUEZ will provide the following services during the engineering &execution phase of the project
• Project Management, which will include...
o Kick-off meeting
o Scheduling and coordination
• Engineering, which will include...
o General design and installation information for equipment provided by SUEZ
■ Storage, handling, and erection requirements, when applicable
■ Operations and Maintenance manuals, which will include, amongst other things:
• Bill of materials
• Catalog cutsheets
• Major component maintenance manuals
■ The format and the level of detail of the of the engineering documents will be as per SUEZ
standard
o Panel Drawings
■ General equipment orientation and dimensional drawings for all equipment and system
components.
■ Electrical schematics, panel layouts and interconnecting terminal block drawings for all
controls and instrument.
o PLC List of Inputs and Outputs (1/0 List)
■ One (1) 1/0 list per unique control panel equipped with a PLC controller
• PSUCP-PLC (xl)
o PLC Program
■ One (1) PLC program per unique control panel equipped with a PLC controller
• PSUCP-PLC (xl)
■ Programming will follow SUEZ standards
• Similar to the existing Power Supply Unit Control panel PLCs recently provided
o Operator Interface Terminal (OIT) Program
■ One (1) OIT program per unique control panel equipped with an OIT
• PSUCP-OIT (xl)
■ Programming will follow SUEZ standards
• Similar to the existing Power Supply Unit Control panel PLCs recently provided
o PLC TagsNariables List
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■ One (1) PLC Tags/Variable list per unique control panel equipped with a PLC
• PSUCP-PLC (xl)
■ NOTE: Used for developing both the associated OIT or plant-level SCADA/DCS
o Inter-Controller Communication Table
■ One (1) list per unique control panel equipped with a PLC
• PSUCP-PLC (xl)
o Operations Manual
■ One (1) operation manual per unique "package", where operator interactions is anticipated
• Ozone Generator Operations (via the PSUCP-OIT)
o Operational Readiness Testing (ORT) Protocol
■ Document describing the tasks associated with the verification and testing of the supplied
equipment to certify that all is properly installed and is connected in accordance with
installation documents.
• Visual Inspection
• Power-Up
• Communication verification
• 1/0 Checkout (end-to-end; field to PLC/OIT/SCADA)
• Rudimentary/basic functional validation
o Functional Validation Testing (FVT) Protocol
■ Document describing the tasks associated with the verification and testing of the supplied
equipment to certify that all is functioning as per design and as specified, in accordance
with the project functional specification and the end user's expectations.
• Preliminary logic validation
• Pre-operational functional validation
• Operational functional validation
o Baseline Production Testing Protocol
■ Document describing the tasks associated with the verification and reporting of the ozone
generators' production capabilities, to establish new baselines.
■ Ozone production testing for one (1) design points
• 3,000 Ibs/day @ 8%
■ Data collection
• Feed Gas (pressure, temperature, flow)
• Power consumption
• Ozone Gas (concentration)
• Cooling Water Supply (temperature)
• Cooling Water Return (temperature, flow)
■ Final report
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2.2 Equipment
2.2.1 Power Supply Unit/Power Supply Unit Control Panel — PSU/PSUCP (qty: 1)
■ PSU model number:
• IPR-16-0600-12-WC
• Hardware
o Mechanical
■ Free-standing
• 91" (H)x 124-5/8" (W)x 81-7/8" (D)
■ NEMA-12
■ Cold-rolled painted steel
■ Color: TBD
■ Finish: TBD
o Cooling System
■ Internal heat exchangers (x2)
■ Internal chillers (x2)
• Automation & Control Components
o PLC
■ Emerson
■ PACSystem Rx3i, IC695CPE305
o PLC 1/0 Structure
■ Emerson
■ Rx3i Series
o Operator Interface:
■ Emerson
■ QuickPanel+ (12"); IC755CSS12CDB
o Communication Hardware (Ethernet)
■ Make: Phoenix Contact
■ Model: FL SWITCH SFNB 8TX (2891002)
■ Connection:
• RJ-45 ((x8)
o Uninterruptable Power Supply
■ Make: APC
■ Model: SMT1000C
■ Rating: 1000VA
2.2.2 Ozone Generator Vessel Components
• Fuses (new)
o Fuse model number: Z1378-H01
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o Quantity: 241 per vessel
■ Total: 241 + 20 (commissioning spares)
• Vessel O-Rings
o Quantity: 2 per vessel
o Total: 2
• High Voltage Cables
o Type: HV supply cable, HV return cable, Ground wire
o Quantity: TBD feet
2.3 Site Services, Commissioning & Start-Up
SUEZ will accomplish the following site services, commissioning, and start-up activities. Times and
duration exclude travel.
2.3.1 Ozone Generator/Power Supply Unit Commissioning
• Replacement of Dielectric Fuses and vessel internals for new PSU
• Make terminations of HV cables between new Power Supply Unit and ozone generator vessel
• Operational Readiness Testing
• Functional Validation and Production Testing
• Training
TOTAL TOTAL TOTAL TRIPS
days on site Calendar-days Man-hours
14 16 128 2
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3 Clarification and specifics
• No additional ozone is required. As a result:
o Generator vessel dielectrics will not be replaced nor upgraded
o Power requirements will remain the same
• The commissioning labor provided only includes start-up of the new PSU and replacement of the
dielectric fuses in the ozone generator and does not include cleaning of the ozone generator
vessel/dielectrics.
o if cleaning services are subsequently requested, this will require additional time and materials.
• Functionality, features, look and feel, will follow, or be improved from, what was done at the two (2)
previous replaced Power Supply Units at this same facility (Eagle Mountain WTP).
• The ozone generator on which the new PSU will be installed has not changed from its original
conceptualization and is as per the original P&IDs.
• Cooling water temperature supply to the Power Supply Units is expected to be as high as 95°F
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4 Schedule/Timeframe
The following remains to be finalized.
Order: End of Q2022-Q3 (earliest)
Day 1 Agreement to all terms as evidence by SUEZ's receipt of this proposal,
fully executed; or in the event that purchaser issues a Purchase Order,
SUEZ's receipt of fully executed letter of agreement.
Submittal #1: Approximately 3 weeks following "Day V
Long lead items which
must be ordered as soon
as possible
Notice to proceed #1: One (1)week after submittal #1
For long lead items
Submittal #2: Approximately 10 weeks following "Day V
Full/balance of
submittal
Notice to proceed #2: One (1)week after submittal #2
Full/balance of
equipment
Delivery: Approximately 40 weeks following "Day V
Installation (by others): TBD
Commissioning: TBD
(ORT/FVT)
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5 Exclusions to SUEZ Scope of Supply
The following are excluded from the SUEZ offer and will not be part of SUEZ scope of supply. These will
need to be provided by others:
5.1 Witnessed Factory Testing
There is no provision for witnessed factory testing.
5.2 Control Panel Modification
Work associated with the addition of new hardware to existing/retained control panels will be done by
others.
Work associated with modifications to the wiring of existing/retained control panels will be done by
others.
5.3 SCADA/DCS Development
The development, management, and general responsibility of the client's SCADA/DCS will be done
by others.
5.4 Performance Guarantees
SUEZ will not be providing ozone production guaranties.
This is true whether the generators are cleaned prior to restart or not.
5.5 Generalized Work
The following items are not included in the proposed selling price and will be by others unless
specifically called for in the body of this proposal:
• Equipment unloading, storage or erection.
• Interconnecting and intra-connecting electrical wiring except in skid mounted packaged
equipment.
• Interconnecting and intra-connecting oxygen, ozone or water piping and manual valves between
the oxygen system components, ozone system components, equipment skids, contactors or
ozone destruct system components except as noted.
• Wall sleeves and fittings.
• HVAC.
• Control wiring or piping.
• Insulation on ozone generators, cooling water piping, ozone destructors or other hot or cold
surfaces.
• Air, ozone, liquid oxygen, gaseous oxygen or water piping.
• Anchor bolts
• Instruments and valves except as noted.
• Instrument air, instrument tubing or fittings.
• Power wiring and conduit.
• Motor control center and local disconnects.
• Field calibration of existing instruments, whether provide by SUEZ or by others.
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6 GENERAL
The equipment described in this proposal will be of manufacturer's standard design and, where shipping
tolerances require, will be shipped knocked down for installation in the field by others. This proposal does
not include any expense for unloading, storage, erection, or supervision of erection.
The equipment to be furnished by SUEZ will include only those major equipment items normally
manufactured or supplied by SUEZ as specifically listed in the equipment section of this proposal. Other
items required to complete installation such as, but not limited to, wiring, conduit, starters, insulation,
finish coats of paint, and pipe and fittings external to the major equipment components, will be provided
by others unless otherwise specified herein.
6.1 Shipment and Schedules
Shipment is quoted F.O.B. shipping point with truck freight allowed to job site. Costs of unloading
these items at the site are not included under SUEZ scope.
6.2 Shop Testing of Equipment.
Equipment will be functionally tested at the factory prior to shipment.
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7 Conditions of Field Service
If this Contract does not include Field Service or if Purchaser requires such service in addition to that included in
this Contract, Purchaser may purchase from SUEZ such Field Service or technical advice during installation or start
up of the Products, in which case Purchaser agrees to pay SUEZ for Work Time, Travel Time and Standby Time
based on (1) SUEZ's"per diem" rates in effect at the time the service is performed; (2)the expenses of each ONA
employee so furnished; and (3)the terms and conditions under which such service is performed.
"PER DIEM" CHARGES FOR SERVICE
The following rates are currently in effect. They are subject to change by SUEZ and are based on the definitions
below. These rates are for domestic service only. Rates for service outside the Continental United States will be
quoted upon request.
Classification of Serviceman Straight Time Rate
STANDARD SERVICE $ 1460.00 Per day
PROGRAMMING SERVICE $ 1500.00 Per day
TIME DEFINITIONS CHARGES FOR EXPENSES
(a)Work Time-shall include all hours that SUEZ service personnel In addition to the "Per Diem" charges above, Purchaser shall pay
are on Purchaser's job site,either working or ready for work,and shall SUEZ for all the traveling and living expenses and all other expenses
be payable at the applicable specified rates. of each SUEZ employee incidental to the work.
(b) Travel Time - shall include the time spent by SUEZ service TERMS AND CONDITIONS
personnel in traveling between their customary headquarters and
Purchaser's job site and in returning (including travel occurring on (1) Notification - Purchaser shall give SUEZ at least two (2)weeks
Saturdays,Sundays and holidays)up to a maximum of eight(8)hours advance notice when ordering Field Service.
chargeable time for any given one-way trip. Travel Time shall be paid
for at the applicable Straight Time Rate and shall not be cumulative (2)Terms of Payment-Purchaser shall pay SUEZ immediately upon
with Work Time in determining Overtime. receipt of invoices covering the time and expenses of SUEZ's
employees furnished for such services. OVERDUE PAYMENTS
(c)Standby Time-shall include all time(excluding Work Time)that NOT RECEIVED BY SUEZ WITHIN THIRTY (30) DAYS FROM
SUEZ service personnel are available for work at Purchaser's job site, DATE OF INVOICE SHALL BE SUBJECT TO FINANCE CHARGES
whether on thejob site or not,up to a maximum of eight(8)hours per AT THE RATE OF ONE AND ONE-HALF PERCENT(1-1/2%")PER
day, between the hours of 7:00 a.m.and 6:00 p.m.,Sunday through MONTH.
Saturday, including holidays if availability has been requested by
Purchaser. Standby Time shall be paid for at the applicable Straight (3)Time Sheets-SUEZ employees shall present Purchaser at the
Time Rate; however, Standby Time preceded and/or followed by end of each week or at the completion of the job if less than one(1)
Work Time is cumulative in determining Overtime. week, appropriate documents on which shall be indicated the
number of hours spent and the estimated expense incurred on this
RATE DEFINITIONS work. Purchaser shall sign these documents in the place indicated,
thus signifying approval of the time spent and estimated expense
(a)Straight Time Rate-This rate shall be paid for Work Time,Standby incurred on this work.
Time or Travel Time on a regular schedule of eight(8)hours per day,
Monday through Friday. (4) Delays - If the work of an SUEZ employee is postponed or
suspended by Purchaser or is delayed or does not proceed with
(b)Time and One-Half Rate-The rate of one and half(1-1/2)times the reasonable dispatch,due to no fault of SUEZ,SUEZ may withdraw
Straight Time Rate shall be paid for any Work Time or Standby Time such employee and return a serviceman to the job when needed and
in excess of eight(8)hours,but not exceeding sixteen(16)hours,per available; and any additional costs (including Travel Time and
day,Monday through Friday,and for any Work Time or Standby Time expenses)incurred by SUEZ because of this shall be an additional
on Saturdays,not to exceed sixteen(16)hours. charge to Purchaser.
(c)Double Time Rate-The rate of twice the Straight Time rates shall (5) Limitation of Liability - SUEZ in providing any Field Service
be paid for time worked in excess of sixteen (16) hours per day, hereunder,shall do so in an advisory capacity only and shall not be
without a six(6) hour break, Monday through Saturday, and for all held responsible in any way for the acts,workmanship or omissions
time worked on Sundays and holidays. Holidays shall be those of the employees, contractors, sub-contractors or agents of
observed in the locality where the work is to be performed. Purchaser. SUEZ SHALL NOT BE LIABLE IN ANY EVENT FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGE.
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8 Terms and Conditions of Sale
1. ENTIRE AGREEMENT. The Terms and Conditions of Sale set forth herein,and any supplements which may be attached hereto,
constitute the full and final expression of the contract(the"Contract")for the sale of equipment or services(hereinafter referred to as
"Equipment")Purchaser,and supersedes the terms and conditions of any request for proposal or request for quotations,
specifications,quotations,purchase orders,correspondence or communications whether written or oral between the Purchaser and
SUEZ. No amendment or modification hereto nor any statement,representation or warranty not contained herein shall be binding on
SUEZ unless made in writing and signed by an authorized representative of SUEZ. Prior dealings,usage of the trade or a course of
performance shall not be relevant to determine the meaning of this Contract.
2. TAXES. The Purchase Price does not include any state or local sales or use taxes.
3. PAYMENT. Payment shall be net thirty(30)days in accordance with the milestone payment schedule set forth in SUEZ's proposal.
4. RISK OF LOSS. Risk of loss or damage to the Equipment,or any part thereof,shall pass to Purchaser upon delivery of the
Equipment or part to Purchaser at the delivery stated in SUEZ's proposal.
5. EXCUSABLE DELAY. SUEZ shall not be liable for any delay in performance or failure to perform due to any cause beyond SUEZ's
reasonable control including,fire,flood,or any other act of God,strike or other labor difficulty,any act,instructions,directions or
omission to act of any civil or military authority or of the Purchaser,Owner,or Engineer,change in laws,any insurrection,riot,
embargo,unavailability or delays in transportation or car shortages. In the event SUEZ's performance is delayed by any of the
foregoing causes,SUEZ's schedule for performance shall be extended accordingly without penalty. If Purchaser's,Owner's,or
Engineer's actions delay SUEZ's performance,Purchaser shall pay SUEZ any additional costs incurred by SUEZ resulting from such
delay and shall also pay SUEZ's invoice for any stored Equipment,or any part thereof,as if they had been delivered in accordance
with the milestone schedule.
6. PROPRIETARY INFORMATION. All information,plans,drawings,tracings,specifications,programs,reports,models,mock-ups,
designs,calculations,schedules,technical information,data,manuals,proposals,CADD documents and other materials,including
those in electronic form(collectively the"Instruments of Service")prepared and furnished by SUEZ for use solely with respect to this
Project. SUEZ shall be deemed the author and owner of these Instruments of Service and shall retain all common law,statutory and
other reserved rights,including copyrights.The Purchaser,Engineer,or Owner shall not use these Instruments of Service for future
additions or alterations to this Project or for other projects,without the prior written agreement by SUEZ. The Instruments of Service
furnished by SUEZ are proprietary to SUEZ,submitted in strict confidence and shall not be reproduced,transmitted,disclosed or used
in any other manner without SUEZ's written authorization.
7. INSPECTION BY PURCHASER. Purchaser may inspect the Equipment at the point of manufacture,provided that such inspection is
arranged and conducted so as not to unreasonably interfere with SUEZ's or the manufacturer's operations.
8. WARRANTY OF TITLE. SUEZ warrants and guarantees that upon payment title to all Equipment covered by any invoice submitted to
Purchaser will pass to Purchaser free and clear of all liens.
9. WARRANTY. SUEZ warrants that its Equipment shall conform to the description contained in SUEZ's proposal and be free from
defects in material and workmanship for a period of one(1)year from date its Equipment is initially placed in operation or eighteen
(18)months from date its Equipment is shipped,whichever occurs first. Upon SUEZ's receipt of written notice within thirty(30)days
of discovery of any defect,and a determination by SUEZ that such defect is covered under the foregoing warranty,SUEZ shall,at its
option,repair or replace the defective part or parts,f.o.b.factory. This warranty does not cover failure or damage due to storage,
installation,operation or maintenance not in conformance with SUEZ's written instructions and requirements or due to accident,
misuse,abuse,neglect or corrosion. This warranty does not cover reimbursement for labor,gaining access,removal,installation,
temporary power or any other expenses that may be incurred with repair or replacement. SUEZ shall have no responsibility for the
condition of primed or finish painted surfaces after the Equipment leaves its point of manufacture. Field touch up of shop primed or
painted surfaces are normal and shall be at Purchaser's or Owner's expense. Unless otherwise specifically provided for herein,SUEZ
provides no other of product performance or process results. Correction of non-conformities in the manner and for the period of time
provided above shall constitute SUEZ's sole liability and purchaser's exclusive remedy for failure of SUEZ to meet its warranty
obligations,whether claims of purchaser are based in contract,tort(including negligence or strict liability),or otherwise.THE
FOREGOING WARRANTIES ARE EXCLUSIVE,AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND,EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. BACKCHARGES. SUEZ shall not be liable for any charges incurred by Purchaser for work,repairs,replacements or alterations to the
Equipment,without SUEZ's prior written authorization,and any adverse consequences resulting from such unauthorized work shall be
Purchaser's full responsibility.
11. LIQUIDATED DAMAGES. Any liquidated damages clauses for failure to meet shipping or job completion promises are not acceptable
or binding upon SUEZ,unless such clauses are specifically accepted in writing by an authorized representative of SUEZ at its
headquarters office.
12. LIMITATION OF LIABILITY. Neither party shall be liable to the other party for any special,indirect,incidental,consequential or
punitive damages arising from their obligations under this Contract,whether such damages are based upon breach of contract,breach
of warranty,tort,strict liability or otherwise. In no event shall SUEZ's liability exceed the purchase price of the Equipment or parts of
the Equipment on which such liability is based.
13. CANCELLATION BY PURCHASER. If Purchaser cancels this Contract or refuses to accept delivery of the Equipment,Purchaser
shall be liable to SUEZ for reasonable costs incurred by SUEZ including,cancellation charges,administrative costs,and commissions
to sales representatives for all work performed or in process up to the time of cancellation or refusal to accept delivery.
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14. DEFAULT BY PURCHASER. In the event Purchaser should breach its obligations under this Contractor if the Project is suspended
or delayed for more than 120 cumulative days,then SUEZ may,without prejudice to any other right or remedy it may have at law or
equity,terminate this Contract or suspend performance if Purchaser fails to cure such breach within thirty(30)days of written notice.
In such event,SUEZ shall be paid for all work performed prior to termination/suspension,including all costs related to the
termination/suspension. If payments are not made in accordance with the terms contained herein,a service charge may,without
prejudice to the right of SUEZ to immediate payment,be added in an amount equal to the lower of 1.5%per month or fraction thereof
or the highest legal rate on the unpaid balance. Purchaser shall reimburse SUEZ for all attorney's fees and costs related to collection
of past due amounts.
15. DEFAULT BY SELLER. In the event of any default by SUEZ and prior to Purchaser terminating the work for default,Purchaser shall
give written notice of default to SUEZ. SUEZ shall remedy the default to the reasonable satisfaction of the Purchaser within thirty(30)
days of receipt of such written notice or,if such default cannot reasonable be remedied within such thirty(30)day period,SUEZ shall
promptly begin to remedy the default within the thirty(30)day period and thereafter diligently prosecute to conclusion all acts
necessary to remedy the default,in which event such default shall be deemed to be remedied.
16. PATENT AND COPYRIGHT INFRINGEMENT. SUEZ shall defend any action or proceeding brought against Purchaser based on any
claim that the Equipment infringes any United States patent or copyright,provided the Equipment is used in the manner specified and
is not modified,altered,or combined with any other equipment without SUEZ's prior written permission. Purchaser shall give prompt
written notice to SUEZ of any such action or proceeding and will reasonably provide authority,information and assistance(at
Purchaser's expense)in the defense of same. If Purchaser is enjoined from the operation or use of the Equipment,SUEZ shall take
reasonable steps to procure the right to operate or use the Equipment. If SUEZ cannot so procure such right within a reasonable
time,SUEZ shall promptly,at SUEZ's option and expense,(i)modify the Equipment so as to avoid infringement of any such patent or
copyright,(ii)replace said Equipment with equipment that does not infringe or violate any such patent or copyright,or(iii)as a last
resort,remove the Equipment and refund the purchase price.
17. INDEMNITY. To the extent and proportion of its negligence,SUEZ will indemnify and hold Purchaser harmless for any claims,
damages,suits,or losses by third parties for death or bodily injury or damage to tangible property(other than to the Equipment itself)
directly caused by SUEZ's performance under this Contract.
18. GOVERNING LAW/JURISDICTION. This Contract shall be governed by,interpreted and enforced in accordance with the laws
applicable in the state where the jobsite is located,without regard to any conflicts of law principles thereof. Any dispute that cannot be
resolved amicably by the Parties shall be referred to the federal or state courts having jurisdiction over the jobsite. The Parties
irrevocably waive the right to request trial by jury.
19. NOTICES. Unless otherwise provided,any notices to be given hereunder shall be given in writing at the address and to the
representatives mentioned in the Contract Documents and shall be deemed effectively given(i)upon personal delivery to the party to
be notified,(ii)on confirmation of receipt by fax by the party to be notified,(iii)one business day after deposit with a reputable
overnight courier,prepaid for overnight delivery and addressed as set forth herein,or(iv)three days after deposit with the U.S Post
Office,postage prepaid,registered or certified,with return receipt requested.
20. ASS IGNMENT/SUCCESSORSH IP. Neither SUEZ nor Purchaser may assign this Contract without the prior written consent of the
other party,which consent shall not be unreasonably withheld or delayed. Any prohibited assignment shall be null and void. SUEZ
and Purchaser intend that the provisions of this Contract are binding upon the parties,their employees,agents,heirs,successors and
assigns.
21. SEVERABILITY. If any term,condition or provision of this Contract or the application thereof to any party or circumstance shall at any
time or to any extent be invalid or unenforceable,then the remainder of this Contract,or the application of such term,condition or
provision to parties or circumstances other than those which it is held invalid or unenforceable,shall not be affected thereby,and each
term,condition and provision of this Contract shall be valid and enforceable to the fullest extent permitted by law.
22. NO WAIVER. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Contract
or to exercise any right under this Contract shall not be construed as a waiver or relinquishment to any extent of such party's right to
assert or rely upon any such provision or right in that or any other instance;rather,the same shall be and remain in full force and
effect.
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9 Selling Price
Item I Description Price
1 1 Fully/Complete proposal $548,500 (*)
(*) Note: No Sales Tax has been included. If required tax will be added to the selling price at the current rate when
invoice is submitted.
SHIPPING TERMS FOB SUEZ facility, freight included to jobsite
TERMS OF PAYMENT 10% on submission of shop drawings
80%on delivery of equipment
10%on successful commissioning of equipment
VALIDITY 90 days
BONDING No Performance or Payment Bonds have been included in the above price
SERVICE Field Service included in this Contract shall be provided for a period not to
exceed *eight-hour man days provided in not more than * •trips to check the
completed installation by Purchaser, to place the Products in operation and
to instruct Purchaser in their operation. Purchaser agrees to pay SUEZ for
any additional service days and/or trips in accordance with SUEZ's standard
service rates and conditions in effect at the time the service is performed
• A minimum of one (1) full day of service will be charged to
each trip.
• See proposal details
PURCHASER'S ACCEPTANCE: BY ITS SIGNATURE BELOW OR ISSUANCE OF ANY PURCHASE ORDER OR
OTHER DOCUMENT, NOTWITHSTANDING ANY STATEMENT OR PROVISION CONTAINED THEREIN TO THE
CONTRARY, PURCHASER AGREES TO ALL THE CONDITIONS AND PROVISIONS OF THIS PROPOSAL AND
CONTRACT. NO OFFER BY PURCHASER TO ALTER, AMEND, LIMIT OR DELETE ANY CONDITION OR
PROVISION OF THIS PROPOSAL AND CONTRACT SHALL BE BINDING UPON SUEZ UNLESS EXPRESSLY
ACCEPTED IN WRITING BY SUEZ.
PURCHASER'S ACCEPTANCE: SUEZ TREATMENT SOLUTIONS, INC.
Company Name By:
William Nezgod
Senior Sales Manager—Engineered Ozone Plants
Name/Title
Date: Date: June 27, 2022
Ship To:
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sue2
. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .. . . . . . . ..
. . . . . . . . . . . . . . . . . . . . .......
Ozone System Modernization
.,. .,.
Proposal No.: 500118
Revision: 1 '
Fort Worth Water
Rolling Hills WTP
July 20, 2022
Contact information:
SUEZ TREATMENT SOLUTIONS, INC Local Sales Representative
Prepared By:
Hartwell Environmental
William Nezgod Bob Russell
Tel: +1 (908) 303-7477 Tel:
Email: william.nezgod _suez.com Email: brussell@hartwellenv.com
Regional Sales Manager:
John Hughes
Tel: +1 (817) 262-9500
Email:john.hughes@suez.com
SUEZ Treatment Solutions,Inc.
600 Willow Tree Road
LEONIA,NJ 07605-USA
�s u e2
July 20, 2020
Mr. Tim Allen
Water Systems Superintendent
City of Forth Worth
1500 11 th Ave
Fort Worth, TX
76102-4349, United States of America
Subject: Ozone System Modernization
Fort Worth Water
Rolling Hills WTP
Proposal No. 500118 Rev. 0
Dear Mr. Allen:
SUEZ Treatment Solutions, Inc. (hereinafter referred to as "SUET') is pleased to provide our proposal
for the modernization of the of the Rolling Hills WTP, for Fort Worth Water of the City of Fort Worth.
At a high level, this proposal will offer to replace the Master Ozone Control Panel and all Power Supply
Units.
SUEZ shall provide the equipment and services as detailed below.
If there are any questions or if additional information is required, please do not hesitate to contact us.
We look forward to working with you on this project.
Note: Any changes from the "Preliminary" proposal are shown as bold italic typeface for changes or
additions and StFikethFgughs for deletions.
Very truly yours,
SUEZ TREATEMENT SOLUTIONS, INC.
William Nezgod
Senior Sales Manager— Engineered Ozone Plants
File:PROP 500118 REV.O_ROLLING HILLS PSU_7-20-22.DOCX Page i
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Proposal and Contract
TO: Mr. Tim Allen Proposal No.: 500118 Rev. 0
Water Systems Superintendent
City of Forth Worth Date: July 20, 2022
1500 11 th Ave
Fort Worth, TX For: Ozone System Modernization
76102-4349, United States of Fort Worth Water
America Rolling Hills WTP
(hereinafter referred to as"Purchaser")
SUEZ TREATMENT SOLUTIONS, INC(hereinafter referred to as"SUEZ")offers to furnish the following described
materials and equipment("Products")and/or services at the prices("Purchase Price")stated herein and in accordance with
the Conditions of Sale and other provisions contained or referenced herein. This proposal shall remain in effect unless
extended in writing by SUEZ. The Purchase Price is based upon only the Conditions of Sale and other provisions
specifically contained or referenced herein. Purchaser's acceptance of this Purchase Price,whether by issuance of a
purchase order or otherwise,or acceptance of delivery of the Products and/or services furnished hereunder,shall be
considered acceptance by the Purchaser of all the Conditions of Sale and other provisions contained or referenced herein,
notwithstanding any statement in Purchaser's acceptance or order to the contrary. SUEZ hereby objects to and rejects any
proposal by Purchaser to modify,amend, limit,add to or delete any of the Conditions of Sale or other provisions contained
or referenced herein unless expressly accepted in writing by SUEZ.
This Proposal and any resulting contract shall be referred to hereinafter as"this Contract".
Reference documents:
The above to be provided as described herein.
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TABLE OF CONTENTS
1 SCOPE OF SUPPLY.........................................................................................................................................1
2 BASE PROPOSAL............................................................................................................................................2
2.1 ENGINEERING..............................................................................................................................................2
2.2 EQUIPMENT.................................................................................................................................................4
2.2.1 Master Ozone Control Panel—MOCP(qty. 1).....................................................................................4
2.2.2 Power Supply Unit(Power Supply Unit Control Panel—PSU/PSUCP(qty.5).....................................4
2.2.3 Ozone Generator Vessel Components.................................................................................................5
2.3 SITE SERVICES, COMMISSIONING&START-UP .............................................................................................5
2.3.1 Pre-engineering Site Survey.................................................................................................................6
2.3.2 Ozone Generator/Power Supply Unit Commissioning(per unit)..........................................................6
2.3.3 Ozone Control System Commissioning................................................................................................6
3 CLARIFICATION AND SPECIFICS..................................................................................................................7
4 SCHEDULE/TIMEFRAME.................................................................................................................................8
5 EXCLUSIONS TO SUEZ SCOPE OF SUPPLY................................................................................................9
5.1 WITNESSED FACTORY TESTING....................................................................................................................9
5.2 CONTROL PANEL MODIFICATION...................................................................................................................9
5.3 SCADA/DCS DEVELOPMENT......................................................................................................................9
5.4 PERFORMANCE GUARANTEES......................................................................................................................9
5.5 GENERALIZED WORK...................................................................................................................................9
6 GENERAL........................................................................................................................................................10
6.1 SHIPMENT AND SCHEDULES.......................................................................................................................1 O
6.2 SHOP TESTING OF EQUIPMENT:..................................................................................................................1 O
7 CONDITIONS OF FIELD SERVICE................................................................................................................11
8 TERMS AND CONDITIONS OF SALE...........................................................................................................12
9 SELLING PRICE .............................................................................................................................................14
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ow
1 Scope of Supply
SUEZ Treatment Solutions, Inc. (hereafter referred to as SUEZ)is pleased to provide The City of Fort Worth our
proposal for the work you've requested of SUEZ, in association with the replacement and upgrade of certain ozone
system equipment at the Rolling Hills WTP, for Fort Worth Water of the City of Fort Worth.
An expanded definition of the Scope of Supply is as follows:
• Base Proposal
o Master Ozone Control Panel—MOCP(qty: 1)
■ Provide an entirely new cabinet
■ Internal power/control cables prewired from PLC 1/0 modules but not terminated on internal
terminals(extensive length of wire coiled at bottom of panel), utilising some of the same
mechanical &electrical standards(location of components, type of terminals, wire colors, etc.)as the
existing cabinet
■ Panel will be equipped with new PLC processor, appropriate Input/Output(1/0) modules, new Operator
Interface Terminal (OIT)
■ Communication will be Ethernet-based, utilizing ModBUS/TCP as the primary communication protocol
o Power Supply Unit/Power Supply Unit Control Panel—PSU/PSUCP (qty: 5)
■ PSU model number: IPS-16-0400-WC-12
■ Provide an entirely new cabinet; footprint and general arrangement will differ from the existing
■ Internal power cables prewired and terminated
■ Internal control cables prewired from PLC 1/0 modules to terminals, utilising some of the same
mechanical &electrical standards(type of terminals, wire colors, etc.)as the existing PSUs
■ Panel will be equipped with new PLC processor, appropriate Input/Output(1/0) modules, new Operator
Interface Terminal (OIT)
■ Communication will be Ethernet-based, utilising ModBUS/TCP as the primary communication protocol.
■ Replacement HV cables between the new PSU and ozone generator vessel
■ Replacement HV bushings and HV boxes (as necessary)to accommodate the new HV cables.
• The total number of HV bushings, presently four(4), will be reduced to two (2). The remaining two
(2)will be left/condemned
o Replace Ozone Vessel Fuses
■ Provide and install all internal ozone general vessel fuses
■ Required when thyristor-based Power Supply Units are replaced with the latest power converting
technology, which is based on the use of insulated-gate bipolar transistors (IGBT).
o Start-Up/Commissioning, training
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2 Base Proposal
2.1 Engineering
Associated with the following:
• Master Ozone Control Panel - MOCP
• Power Supply Unit/Power Supply Unit Control Panel—PSU/PSUCP (x5)
SUEZ will provide the following services during the engineering &execution phase of the project
• Project Management, which will include...
o Kick-off meeting
o Scheduling and coordination
• Engineering,which will include...
o General design and installation information for equipment provided by SUEZ
• Storage, handling, and erection requirements, when applicable
■ Operations and Maintenance manuals, which will include, amongst other things:
• Bill of materials
• Catalog cutsheets
• Major component maintenance manuals
■ The format and the level of detail of the of the engineering documents will be as per SUEZ
standard
o Functional Description Specification (aka Functional Narrative)- FDS
■ A new FDS will be developed and provided to describe ozone system intent, capabilities and
interlocks (cause and effect) based on SUEZ's most recent standards towards control strategies,
operational functionalities and features, and operator interactions.
o Panel Drawings
■ General equipment orientation and dimensional drawings for all equipment and system
components.
■ Electrical schematics, panel layouts and interconnecting terminal block drawings for all controls
and instrument.
■ NOTE:For Master Ozone Control Panel(MOCP)...
• Existing Field Termination Drawings(aka "loop diagrams') will be reused and modified
appropriately.
o PLC List of Inputs and Outputs (1/0 List)
■ One (1) 1/0 list per unique control panel equipped with a PLC controller
• MOCP-PLC
• PSUCP-PLC(typical)
o PLC Program
■ One (1) PLC program per unique control panel equipped with a PLC controller
• MOCP-PLC
• PSUCP-PLC(typical)
■ Programming will follow SUEZ standards
o Operator Interface Terminal (OIT) Program
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■ One (1) OIT program per unique control panel equipped with an OIT
• MOCP-OIT
• PSUCP-OIT(typical)
■ Programming will follow SUEZ standards
o PLC Tags/Variables List
■ One (1) PLC Tags/Variable list per unique control panel equipped with a PLC
• MOCP-PLC
• PSUCP-PLC(typical)
■ NOTE: Used for developing both the associated O/T or plant-level SCADA/DCS
o Inter-Controller Communication Table
■ One(1) list for the entire ozone system, showing all shared/transferred data points.
■ NOTE.Data points being exchanged between the ozone system PLCs and a "non-ozone"facility-
PLC, will also be part of this list
o Operations Manual
• One (1)operation manual per unique"package", where operator interactions is anticipated
• Ozone System Operations (via the MOCP-OIT)
• Ozone Generator Operations (via the PSUCP-OIT)
o Operational Readiness Testing (ORT) Protocol
■ Document describing the tasks associated with the verification and testing of the supplied
equipment to certify that all is properly installed and is connected in accordance with installation
documents.
• Visual Inspection
• Power-Up
• Communication verification
• 1/0 Checkout(end-to-end; field to PLC/OIT/SCADA)
• Rudimentary/basic functional validation
o Functional Validation Testing (FVT) Protocol
■ Document describing the tasks associated with the verification and testing of the supplied
equipment to certify that all is functioning as per design and as specified, in accordance with the
project functional specification and the end user's expectations.
• Preliminary logic validation
• Pre-operational functional validation
• Operational functional validation
o Baseline Production Testing Protocol
■ Document describing the tasks associated with the verification and reporting of the ozone
generators' production capabilities, to establish new baselines.
■ Ozone production testing for the two (2)design points
• 1600 Ibs/day @ 10%
• 2000 Ibs/day @ 8%
■ Data collection
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• Feed Gas (pressure, temperature, flow)
• Power consumption
• Ozone Gas(concentration)
• Cooling Water Supply(temperature)
• Cooling Water Return (temperature, flow)
■ Final report
2.2 Equipment
2.2.1 Master Ozone Control Panel—MOCP (qty: 1)
• Hardware
o Mechanical
■ Free-standing (similar/as close as possible to existing)
• 90"(H)x 48"(K9 x 20"(D)
■ NEMA-12
■ Cold-rolled painted steel
■ Color: TBD
■ Finish: TBD
• Automation &Control Components
o PLC
■ Schneider Electric
■ M580 Series, BMEP582040
o PLC 1/0 Structure
■ Schneider Electric
■ X80 Series
o Operator Interface:
■ Schneider Electric
■ Magelis GTU (15"); HMIDT732
o Communication Hardware (Ethernet)
■ Make: Extreme Networks
■ Model: 16804 or equivalent
• Connection:
• RJ-45
• LC Fiber
o Uninterruptable Power Supply
■ Not included
2.2.2 Power Supply Unit/Power Supply Unit Control Panel—PSU/PSUCP (qty: 5)
■ PSU model number:
• IPS-16-0400-12-WC
• Hardware
o Mechanical
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■ Free-standing
• 92-1/2" (H)x 118"(W)x 49" (D)
■ NEMA-12
■ Cold-rolled painted steel
■ Color: TBD
■ Finish: TBD
• Automation &Control Components
o PLC
■ Schneider Electric
■ M580 Series, BMEP582040
o PLC 1/0 Structure
■ Schneider Electric
■ X80 Series
o Operator Interface:
■ Schneider Electric
■ Magelis GTU (15"); HMIDT732
o Communication Hardware (Ethernet)
■ Make: Extreme Networks
■ Model: 16804 or equivalent
• Connection:
• RJ-45
• LC Fiber
o Uninterruptable Power Supply
■ Not included
2.2.3 Ozone Generator Vessel Components
• Fuses (new)
o Fuse model number: Z1378-H01
o Quantity: 283 per vessel
■ Total: 1415 +30 (commissioning spares)
• Vessel O-Rings
o Quantity: 2 per vessel
o Total: 10
• High Voltage Cables
o Type: HV supply cable, HV return cable, Bare copper ground wire
o Quantity: TBD feet
2.3 Site Services, Commissioning &Start-Up
SUEZ will accomplish the following site services, commissioning, and start-up activities. Times and duration
exclude travel.
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2.3.1 Pre-engineering Site Survey
TOTAL TOTAL TOTAL TRIPS
Man-days Calendar-days Man-hours
2 2 16 1
2.3.2 Ozone Generator/Power Supply Unit Commissioning (per unit)
• Vessel Fuse Replacement
• Operational Readiness Testing
• Functional Validation Testing
• Training
Description TOTAL TOTAL TOTAL TRIPS
Man-days Calendar-days Man-hours
Per Each PSU 7 5 56 1
Total for all 35 25 280 7
2.3.3 Ozone Control System Commissioning
• Operational Readiness Testing
• Functional Validation Testing
• Training
TOTAL TOTAL TOTAL TRIPS
Man-days Calendar-days Man-hours
20 15 160 3
2.3.4 Training
• Classroom/Hands On
TOTAL TOTAL TOTAL TRIPS
Man-days Calendar-days Man-hours
3 3 24 1
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3 Clarification and specifics
• No additional ozone is required. As a result:
o Generator vessel dielectrics will not be replaced nor upgraded
o Power requirements will remain the same
Installation, start-up and commissioning of new equipment may need to be phased in order to maintain plant
operation and minimize downtime.
• The commissioning labor provided only includes start-up of the new PSU and replacement of the dielectric
fuses in the ozone generator and does not include cleaning of the ozone generator vessel/dielectrics. If
cleaning services are subsequently requested, this will require additional time and materials.
0 Ozone is no longer being introduced into cell "C"of any of the four(4)contactors; monitoring and control is no
longer required of the instruments and devices that were originally on that diffuser leg.
• Functionality, features, look and feel, will follow, or be improved from, what was done at the Holly WTP facility.
• "CT Calculations& Methodologies"will not be implemented
• Apart from the third diffuser leg of each ozone contactor, the ozone system has not changed from its original
conceptualization and is as per the attached P&IDs.
• Cooling water temperature supply to the Power Supply Units is ranged between 52°F and 86°F
o The datasheet issued at time of delivery of the original Ozone Generators shows that the cooling
water temperature as being 95°F
o SUEZ will use the highest of the two(2) highest values for the evaluation and communicate any
issues that may be found
• Fiber optic network is multi-mode
• Known specifications/desired hardware
o Ethernet switches to be used will be from"Extreme Networks"and our proposal will be based on the 16804
model or equivalent within the Extreme Networks brand.
• Panels (PSUs and MOCP)will be NEMA-12 cold-rolled painted steel
• Uninterruptable Power Supplied (UPS)will not be required in any panel; existing MAIN UPS power will be
utilised
• New high voltage cables will be provided for each PSU/Generator
• MOCP will be provided as the original project, where wiring from PLC UO modules will be pre-
terminated, and an extensive length for each will be precut, crimped, numbered, and then coiled and
left at the bottom of panel. These cables will be made such that they will reach the require termination
cabinets, respectively TC-12A and TC-12D.
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4 Schedule/Timeframe
The following remains to be finalized.
Order: End of Q2022-Q3 (earliest)
First Submittal: Approximately 10 to 12 weeks following agreement to all terms as evidence by
SUEZ's receipt of this proposal, fully executed; or in the event that Purchase
issues a Purchase Order, SUEZ's receipt of fully executed letter of agreement
Notice to proceed: Approximately 12 to 14 months prior to installation
Delivery: TBD
**This is likely to be a phased project, which means that PSUs will not all be
ordered/delivered at once.
Installation: Between October 1st 2023 and April 30t'2024
**This is likely to be a phased project, which means that PSUs will not all be
installed at once.
Commissioning ORT/FVT: Between October 15t 2023 and April 30th 2024
**This is likely to be a phased project, which means that PSUs will not all be
commissioned at once.
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5 Exclusions to SUEZ Scope of Supply
The following are excluded from the SUEZ offer and will not be part of SUEZ scope of supply. These will need to be
provided by others:
5.1 Witnessed Factory Testing
There is no provision for witnessed factory testing.
5.2 Control Panel Modification
Work associated with the addition of new hardware to existing/retained the control panels will be done by
others.
Work associated with modifications to the wiring of existing/retained control panels will be done by others.
5.3 SCADA/DCS Development
The development, management, and general responsibility of the client's SCADA/DCS will be done by others.
5.4 Performance Guarantees
SUEZ will not be providing ozone production guaranties.
This is true whether the generators are cleaned prior to restart or not.
5.5 Generalized Work
The following items are not included in the proposed selling price and will be by others unless specifically called
for in the body of this proposal:
• Equipment unloading, storage or erection.
• Interconnecting and intra-connecting electrical wiring except in skid mounted packaged equipment.
• Interconnecting and intra-connecting oxygen, ozone or water piping and manual valves between the
oxygen system components, ozone system components, equipment skids, contactors or ozone destruct
system components except as noted.
• Wall sleeves and fittings.
• HVAC.
• Control wiring or piping.
• Insulation on ozone generators, cooling water piping, ozone destructors or other hot or cold surfaces.
• Air, ozone, liquid oxygen, gaseous oxygen or water piping.
• Anchor bolts
• Instruments and valves except as noted.
• Instrument air, instrument tubing or fittings.
• Power wiring and conduit.
• Motor control center and local disconnects.
• Field calibration of existing instruments, whether provide by SUEZ or by others.
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6 GENERAL
The equipment described in this proposal will be of manufacturer's standard design and, where shipping tolerances
require, will be shipped knocked down for installation in the field by others. This proposal does not include any
expense for unloading, storage, erection, or supervision of erection.
The equipment to be furnished by SUEZ will include only those major equipment items normally manufactured or
supplied by SUEZ as specifically listed in the equipment section of this proposal. Other items required to complete
installation such as, but not limited to, wiring, conduit, starters, insulation, finish coats of paint, and pipe and fittings
external to the major equipment components, will be done by others unless otherwise specified herein.
6.1 Shipment and Schedules
Shipment is quoted F.O.B. shipping point with truck freight allowed to job site. Costs of unloading these items at
the site are not included under SUEZ scope.
6.2 Shop Testing of Equipment:
Equipment will be functionally tested at the factory prior to shipment.
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7 Conditions of Field Service
If this Contract does not include Field Service or if Purchaser requires such service in addition to that included in
this Contract, Purchaser may purchase from SUEZ such Field Service or technical advice during installation or start
up of the Products, in which case Purchaser agrees to pay SUEZ for Work Time, Travel Time and Standby Time
based on (1) SUEZ's"per diem" rates in effect at the time the service is performed; (2)the expenses of each ONA
employee so furnished; and (3)the terms and conditions under which such service is performed.
"PER DIEM" CHARGES FOR SERVICE
The following rates are currently in effect. They are subject to change by SUEZ and are based on the definitions
below. These rates are for domestic service only. Rates for service outside the Continental United States will be
quoted upon request.
Classification of Serviceman Straight Time Rate
STANDARD SERVICE $ 1460.00 Per day
PROGRAMMING SERVICE $ 1500.00 Per day
TIME DEFINITIONS CHARGES FOR EXPENSES
(a)Work Time-shall include all hours that SUEZ service personnel In addition to the "Per Diem" charges above, Purchaser shall pay
are on Purchaser's job site,either working or ready for work,and shall SUEZ for all the traveling and living expenses and all other expenses
be payable at the applicable specified rates. of each SUEZ employee incidental to the work.
(b) Travel Time - shall include the time spent by SUEZ service TERMS AND CONDITIONS
personnel in traveling between their customary headquarters and
Purchaser's job site and in returning (including travel occurring on (1) Notification - Purchaser shall give SUEZ at least two (2)weeks
Saturdays,Sundays and holidays)up to a maximum of eight(8)hours advance notice when ordering Field Service.
chargeable time for any given one-way trip. Travel Time shall be paid
for at the applicable Straight Time Rate and shall not be cumulative (2)Terms of Payment-Purchaser shall pay SUEZ immediately upon
with Work Time in determining Overtime. receipt of invoices covering the time and expenses of SUEZ's
employees furnished for such services. OVERDUE PAYMENTS
(c)Standby Time-shall include all time(excluding Work Time)that NOT RECEIVED BY SUEZ WITHIN THIRTY (30) DAYS FROM
SUEZ service personnel are available for work at Purchaser's job site, DATE OF INVOICE SHALL BE SUBJECT TO FINANCE CHARGES
whether on thejob site or not,up to a maximum of eight(8)hours per AT THE RATE OF ONE AND ONE-HALF PERCENT(1-1/2%")PER
day, between the hours of 7:00 a.m.and 6:00 p.m.,Sunday through MONTH.
Saturday, including holidays if availability has been requested by
Purchaser. Standby Time shall be paid for at the applicable Straight (3)Time Sheets-SUEZ employees shall present Purchaser at the
Time Rate; however, Standby Time preceded and/or followed by end of each week or at the completion of the job if less than one(1)
Work Time is cumulative in determining Overtime. week, appropriate documents on which shall be indicated the
number of hours spent and the estimated expense incurred on this
RATE DEFINITIONS work. Purchaser shall sign these documents in the place indicated,
thus signifying approval of the time spent and estimated expense
(a)Straight Time Rate-This rate shall be paid for Work Time,Standby incurred on this work.
Time or Travel Time on a regular schedule of eight(8)hours per day,
Monday through Friday. (4) Delays - If the work of an SUEZ employee is postponed or
suspended by Purchaser or is delayed or does not proceed with
(b)Time and One-Half Rate-The rate of one and half(1-1/2)times the reasonable dispatch,due to no fault of SUEZ,SUEZ may withdraw
Straight Time Rate shall be paid for any Work Time or Standby Time such employee and return a serviceman to the job when needed and
in excess of eight(8)hours,but not exceeding sixteen(16)hours,per available; and any additional costs (including Travel Time and
day,Monday through Friday,and for any Work Time or Standby Time expenses)incurred by SUEZ because of this shall be an additional
on Saturdays,not to exceed sixteen(16)hours. charge to Purchaser.
(c)Double Time Rate-The rate of twice the Straight Time rates shall (5) Limitation of Liability - SUEZ in providing any Field Service
be paid for time worked in excess of sixteen (16) hours per day, hereunder,shall do so in an advisory capacity only and shall not be
without a six(6) hour break, Monday through Saturday, and for all held responsible in any way for the acts,workmanship or omissions
time worked on Sundays and holidays. Holidays shall be those of the employees, contractors, sub-contractors or agents of
observed in the locality where the work is to be performed. Purchaser. SUEZ SHALL NOT BE LIABLE IN ANY EVENT FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGE.
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8 Terms and Conditions of Sale
1. ENTIRE AGREEMENT. The Terms and Conditions of Sale set forth herein,and any supplements which may be attached hereto,
constitute the full and final expression of the contract(the"Contract")for the sale of equipment or services(hereinafter referred to as
"Equipment")Purchaser,and supersedes the terms and conditions of any request for proposal or request for quotations,
specifications,quotations,purchase orders,correspondence or communications whether written or oral between the Purchaser and
SUEZ. No amendment or modification hereto nor any statement,representation or warranty not contained herein shall be binding on
SUEZ unless made in writing and signed by an authorized representative of SUEZ. Prior dealings,usage of the trade or a course of
performance shall not be relevant to determine the meaning of this Contract.
2. TAXES. The Purchase Price does not include any state or local sales or use taxes.
3. PAYMENT. Payment shall be net thirty(30)days in accordance with the milestone payment schedule set forth in SUEZ's proposal.
4. RISK OF LOSS. Risk of loss or damage to the Equipment,or any part thereof,shall pass to Purchaser upon delivery of the
Equipment or part to Purchaser at the delivery stated in SUEZ's proposal.
5. EXCUSABLE DELAY. SUEZ shall not be liable for any delay in performance or failure to perform due to any cause beyond SUEZ's
reasonable control including,fire,flood,or any other act of God,strike or other labor difficulty,any act,instructions,directions or
omission to act of any civil or military authority or of the Purchaser,Owner,or Engineer,change in laws,any insurrection,riot,
embargo,unavailability or delays in transportation or car shortages. In the event SUEZ's performance is delayed by any of the
foregoing causes,SUEZ's schedule for performance shall be extended accordingly without penalty. If Purchaser's,Owner's,or
Engineer's actions delay SUEZ's performance,Purchaser shall pay SUEZ any additional costs incurred by SUEZ resulting from such
delay and shall also pay SUEZ's invoice for any stored Equipment,or any part thereof,as if they had been delivered in accordance
with the milestone schedule.
6. PROPRIETARY INFORMATION. All information,plans,drawings,tracings,specifications,programs,reports,models,mock-ups,
designs,calculations,schedules,technical information,data,manuals,proposals,CADD documents and other materials,including
those in electronic form(collectively the"Instruments of Service")prepared and furnished by SUEZ for use solely with respect to this
Project. SUEZ shall be deemed the author and owner of these Instruments of Service and shall retain all common law,statutory and
other reserved rights,including copyrights.The Purchaser,Engineer,or Owner shall not use these Instruments of Service for future
additions or alterations to this Project or for other projects,without the prior written agreement by SUEZ. The Instruments of Service
furnished by SUEZ are proprietary to SUEZ,submitted in strict confidence and shall not be reproduced,transmitted,disclosed or used
in any other manner without SUEZ's written authorization.
7. INSPECTION BY PURCHASER. Purchaser may inspect the Equipment at the point of manufacture,provided that such inspection is
arranged and conducted so as not to unreasonably interfere with SUEZ's or the manufacturer's operations.
8. WARRANTY OF TITLE. SUEZ warrants and guarantees that upon payment title to all Equipment covered by any invoice submitted to
Purchaser will pass to Purchaser free and clear of all liens.
9. WARRANTY. SUEZ warrants that its Equipment shall conform to the description contained in SUEZ's proposal and be free from
defects in material and workmanship for a period of one(1)year from date its Equipment is initially placed in operation or eighteen
(18)months from date its Equipment is shipped,whichever occurs first. Upon SUEZ's receipt of written notice within thirty(30)days
of discovery of any defect,and a determination by SUEZ that such defect is covered under the foregoing warranty,SUEZ shall,at its
option,repair or replace the defective part or parts,f.o.b.factory. This warranty does not cover failure or damage due to storage,
installation,operation or maintenance not in conformance with SUEZ's written instructions and requirements or due to accident,
misuse,abuse,neglect or corrosion. This warranty does not cover reimbursement for labor,gaining access,removal,installation,
temporary power or any other expenses that may be incurred with repair or replacement. SUEZ shall have no responsibility for the
condition of primed or finish painted surfaces after the Equipment leaves its point of manufacture. Field touch up of shop primed or
painted surfaces are normal and shall be at Purchaser's or Owner's expense. Unless otherwise specifically provided for herein,SUEZ
provides no other of product performance or process results. Correction of non-conformities in the manner and for the period of time
provided above shall constitute SUEZ's sole liability and purchaser's exclusive remedy for failure of SUEZ to meet its warranty
obligations,whether claims of purchaser are based in contract,tort(including negligence or strict liability),or otherwise.THE
FOREGOING WARRANTIES ARE EXCLUSIVE,AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND,EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. BACKCHARGES. SUEZ shall not be liable for any charges incurred by Purchaser for work,repairs,replacements or alterations to the
Equipment,without SUEZ's prior written authorization,and any adverse consequences resulting from such unauthorized work shall be
Purchaser's full responsibility.
11. LIQUIDATED DAMAGES. Any liquidated damages clauses for failure to meet shipping or job completion promises are not acceptable
or binding upon SUEZ,unless such clauses are specifically accepted in writing by an authorized representative of SUEZ at its
headquarters office.
12. LIMITATION OF LIABILITY. Neither party shall be liable to the other party for any special,indirect,incidental,consequential or
punitive damages arising from their obligations under this Contract,whether such damages are based upon breach of contract,breach
of warranty,tort,strict liability or otherwise. In no event shall SUEZ's liability exceed the purchase price of the Equipment or parts of
the Equipment on which such liability is based.
13. CANCELLATION BY PURCHASER. If Purchaser cancels this Contract or refuses to accept delivery of the Equipment,Purchaser
shall be liable to SUEZ for reasonable costs incurred by SUEZ including,cancellation charges,administrative costs,and commissions
to sales representatives for all work performed or in process up to the time of cancellation or refusal to accept delivery.
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14. DEFAULT BY PURCHASER. In the event Purchaser should breach its obligations under this Contractor if the Project is suspended
or delayed for more than 120 cumulative days,then SUEZ may,without prejudice to any other right or remedy it may have at law or
equity,terminate this Contract or suspend performance if Purchaser fails to cure such breach within thirty(30)days of written notice.
In such event,SUEZ shall be paid for all work performed prior to termination/suspension,including all costs related to the
termination/suspension. If payments are not made in accordance with the terms contained herein,a service charge may,without
prejudice to the right of SUEZ to immediate payment,be added in an amount equal to the lower of 1.5%per month or fraction thereof
or the highest legal rate on the unpaid balance. Purchaser shall reimburse SUEZ for all attorney's fees and costs related to collection
of past due amounts.
15. DEFAULT BY SELLER. In the event of any default by SUEZ and prior to Purchaser terminating the work for default,Purchaser shall
give written notice of default to SUEZ. SUEZ shall remedy the default to the reasonable satisfaction of the Purchaser within thirty(30)
days of receipt of such written notice or,if such default cannot reasonable be remedied within such thirty(30)day period,SUEZ shall
promptly begin to remedy the default within the thirty(30)day period and thereafter diligently prosecute to conclusion all acts
necessary to remedy the default,in which event such default shall be deemed to be remedied.
16. PATENT AND COPYRIGHT INFRINGEMENT. SUEZ shall defend any action or proceeding brought against Purchaser based on any
claim that the Equipment infringes any United States patent or copyright,provided the Equipment is used in the manner specified and
is not modified,altered,or combined with any other equipment without SUEZ's prior written permission. Purchaser shall give prompt
written notice to SUEZ of any such action or proceeding and will reasonably provide authority,information and assistance(at
Purchaser's expense)in the defense of same. If Purchaser is enjoined from the operation or use of the Equipment,SUEZ shall take
reasonable steps to procure the right to operate or use the Equipment. If SUEZ cannot so procure such right within a reasonable
time,SUEZ shall promptly,at SUEZ's option and expense,(i)modify the Equipment so as to avoid infringement of any such patent or
copyright,(ii)replace said Equipment with equipment that does not infringe or violate any such patent or copyright,or(iii)as a last
resort,remove the Equipment and refund the purchase price.
17. INDEMNITY. To the extent and proportion of its negligence,SUEZ will indemnify and hold Purchaser harmless for any claims,
damages,suits,or losses by third parties for death or bodily injury or damage to tangible property(other than to the Equipment itself)
directly caused by SUEZ's performance under this Contract.
18. GOVERNING LAW/JURISDICTION. This Contract shall be governed by,interpreted and enforced in accordance with the laws
applicable in the state where the jobsite is located,without regard to any conflicts of law principles thereof. Any dispute that cannot be
resolved amicably by the Parties shall be referred to the federal or state courts having jurisdiction over the jobsite. The Parties
irrevocably waive the right to request trial by jury.
19. NOTICES. Unless otherwise provided,any notices to be given hereunder shall be given in writing at the address and to the
representatives mentioned in the Contract Documents and shall be deemed effectively given(i)upon personal delivery to the party to
be notified,(ii)on confirmation of receipt by fax by the party to be notified,(iii)one business day after deposit with a reputable
overnight courier,prepaid for overnight delivery and addressed as set forth herein,or(iv)three days after deposit with the U.S Post
Office,postage prepaid,registered or certified,with return receipt requested.
20. ASS IGNMENT/SUCCESSORSH IP. Neither SUEZ nor Purchaser may assign this Contract without the prior written consent of the
other party,which consent shall not be unreasonably withheld or delayed. Any prohibited assignment shall be null and void. SUEZ
and Purchaser intend that the provisions of this Contract are binding upon the parties,their employees,agents,heirs,successors and
assigns.
21. SEVERABILITY. If any term,condition or provision of this Contract or the application thereof to any party or circumstance shall at any
time or to any extent be invalid or unenforceable,then the remainder of this Contract,or the application of such term,condition or
provision to parties or circumstances other than those which it is held invalid or unenforceable,shall not be affected thereby,and each
term,condition and provision of this Contract shall be valid and enforceable to the fullest extent permitted by law.
22. NO WAIVER. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Contract
or to exercise any right under this Contract shall not be construed as a waiver or relinquishment to any extent of such party's right to
assert or rely upon any such provision or right in that or any other instance;rather,the same shall be and remain in full force and
effect.
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9 Selling Price
Item Description Unit Price Total Price
1 2.1 - Engineering $ 126,450 (*)
2.3.1 - Pre-Engineering Site Survey
2 2.2.1 - Power Supply Unit and Ozone Generator $ 1,258,150 (*)
Internals
3 2.2.1 - Master Ozone Control Panel $ 181,500(*)
4 2.3.2-Ozone Generator/Power Supply Unit $ 126,450 (*)
Commissioning
2.3.3-Ozone Control System Commissioning
Total Selling Price $ 1,688,500
(*) Note: No Sales Tax has been included. If required tax will be added to the selling price at the current rate when
invoice is submitted.
SHIPPING TERMS FOB SUEZ facility, freight included to jobsite
TERMS OF PAYMENT TBD
VALIDITY 90 days
BONDING No Performance or Payment Bonds have been included in the above price
SERVICE Field Service included in this Contract shall be provided for a period not to
exceed *eight-hour man days provided in not more than * •trips to check the
completed installation by Purchaser, to place the Products in operation and
to instruct Purchaser in their operation. Purchaser agrees to pay SUEZ for
any additional service days and/or trips in accordance with SUEZ's standard
service rates and conditions in effect at the time the service is performed
• A minimum of one (1)full day of service will be charged to each trip.
• See proposal details
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PURCHASER'S ACCEPTANCE: BY ITS SIGNATURE BELOW OR ISSUANCE OF ANY PURCHASE ORDER OR
OTHER DOCUMENT, NOTWITHSTANDING ANY STATEMENT OR PROVISION CONTAINED THEREIN TO THE
CONTRARY, PURCHASER AGREES TO ALL THE CONDITIONS AND PROVISIONS OF THIS PROPOSAL AND
CONTRACT. NO OFFER BY PURCHASER TO ALTER, AMEND, LIMIT OR DELETE ANY CONDITION OR
PROVISION OF THIS PROPOSAL AND CONTRACT SHALL BE BINDING UPON SUEZ UNLESS EXPRESSLY
ACCEPTED IN WRITING BY SUEZ.
PURCHASER'S ACCEPTANCE: SUEZ TREATMENT SOLUTIONS, INC.
Company Name By:
William Nezgod
Senior Sales Manager—Engineered Ozone Plants
Name/Title
Date: Date: July 20, 2022
Ship To:
File:PROP 500118 REV.0—ROLLING HILLS PSU_7-20-22.DOCx Page 15 of 15
ATTACHMENT D
INSURANCE
AND
ATTACHMENT D-1 (if necessary)
BONDING
(Behind this page are the City's standard insurance requirements and payment and performance
bond forms,if necessary)
Bonds are not necessary
SOLE SOURCE-OEM PSU for Ozone Generators
Page 23 of 27
Contractor Services Agreement
ATTACHMENT E
VERIFICATION OF SIGNATURE AUTHORITY
FORM
Suez Treatment Solutions,Inc.
1217 Corporate Drive West
Richland Hills,TX 76118
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment
or change order on behalf of Contractor. Such binding authority has been granted by proper order,
resolution,ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
S
Signature of President/CEO
Other Title:
Date:
SOLE SOURCE—OEM PSU for Ozone Generators
Page 24 of 27
Contractor Services Agreement
0�, suez
DELEGATION OF SIGNATURE AUTHORITY
BY OFFICER
BY THIS DELEGATION OF SIGNATURE AUTHORITY given this 131"day of January 2022,I,as Chief Executive
Officer and President of SUEZ Treatment Solutions Inc.(the Corporation),authorized to execute for and on
behalf of the Corporation any proposals,bids,contracts and other documents of a contractual or legal nature
related to sale or purchase of products and services in the ordinary conduct of business by the Corporation,
hereby re-delegate the authority,with an effective date of January 1,2022,to:
Mark BOYD Montreal, Quebec
Pedro DA CRUZ Leonia, NJ
Jake LEAVINS Pasadena, TX
Reneau DEFOUR Levis Quebec
Larry HANSEN Salt Lake City, UT
Larry HANSEN Arvada, CO
Steve MURPHY Ancaster, Ontario
Jon KESSAN Richmond, VA
Adriano VIEIRA Ashland, VA
David CHAUDOIN Arlington, TX
the authority act as the"Responsible Official"for the specific purposes of(1)executing various
Environmental Health and Safety(EHS)documents including,but not limited to,permit applications annual
reports,registrations and other EHS certifications(collectively"EHS Documents");and(2)taking actions
related to EHS in order to implement the Corporation's EHS policies and to comply with all applicable EHS
laws for manufacturing facilities to the following Plant Manager:
Such re-delegation includes but is not limited to the delegated authority to sign all contractual instruments,
certificates,documents,acknowledgments,consents,and other agreements as may be necessary or
convenient to carry out the intent and purpose of the foregoing authority.
EXCEPT THAT THIS DELEGATION DOES NOT INCLUDE THE AUTHORITY TO:
1. Modify corporate insurance policies
2. Transfer intellectual property to a customer
3. Enter into joint ventures or partnerships
4. Provide advance payments to customers
5. Provide commissions to agents other than approved distributors
6. Provide deferred revenue
7. Buy back inventory
8. Engage in a Tiering arrangement
Nothing in this Delegation of Signature Authority alters any applicable Corporation review and approval
requirements for the above-listed documents,including but not limited the SUEZ Water Technologies&
Solutions Global Operating Policy. The Delegation of Signature Authority conferred hereby shall NOT be
further delegable.
This Delegation of Signature Authority is valid until 31 December 2022.
Eesue2
IN WITNESS,WHEREOF,I,as Chief Executive Officer and President of SUEZ Treatment Solutions Inc.,have
caused my signature to be hereunto placed the day and year first above written.
r.
Name: Deborah Lloyd
Title: Chief Executive Officer and President
Acknowledged by Legal Dept: Acknowle d by Delegee:
Date: January20,2022 Date: 2 -17.U,-z-
ATTACHMENT F
CONFLICT OF INTEREST DISCLOSURE REQUIREMENT
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or
seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity
(i.e.The City of Fort Worth)must disclose in the Questionnaire Form CIQ("Questionnaire")the person's
affiliation or business relationship that might cause a conflict of interest with the local governmental
entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven
days after the date the person begins contract discussions or negotiations with the City, or submits an
application or response to a request for proposals or bids, correspondence, or another writing related to a
potential Agreement with the City. Updated Questionnaires must be filed in conformance with Chapter
176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at http://www.et[iics.state.tx.tis/forms/CIO.Pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance is the
individual responsibility of each person or agent of a person who is subject to the filing requirement. An
offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might
have with the City, state Contractor name in the # 1, use N/A in each of the areas on the form.
However,a signature is required in the#4 box in all cases.
(form follows)
FORM 1295—Under the Texas Government Code, Ch. 2252.908, a contractor doing business with
the City of Fort Worth with an initial contract value which requires city council approval will,
unless otherwise exempted,be required to submit a Form 1295. See Part II,Sec.9.4.
SOLE SOURCE—OEM PSU for Ozone Generators
Page 25 of 27
Contractor Services Agreement
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
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, oar,Received
by a vendor who 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 filedwith 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.
1J Name of vendor who has a business relailonshlp with local governmental entity.
r
21 Check this box If you are Ming an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than 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 Inf mation in this section Is being disclosed.
--k- - - -
Narfie of Officer
This section (item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income, from the vendor? `
Yes 1-1 No �/ik
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 named in this section AND the taxable income its not received from the local governmental entity?
F1 Yes F] No r\1/
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds
�an o nership interest of one percent or more?
L! Yes El No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
Signature of b6r doing business with the governmental entity Gate
Adopted W7l2015
Hage zs of zi
Contractor Services Agreement
ATTACHMENT G
CONTRACTOR'S CONTACT INFORMATION
Contractor's Name: S s P� g-fd•T �7 lit il` S T�,,L.
Contractor's Local Address: K"J a L.i Alour `TYLCY 6-f)\.t ,r
Phone: - 06 - 1,525' Fax:
Email: Ott Ar> . le, CC S'j c 3-, c a
Name of person assigned specifically for this Agreement:
Name/Title karmP% +-.0X-))YL.CW-U
Phone: , k� (j- 1— a :F
Email: a f-dr-d • C.Cr✓1t Q—rlte;7 4�fA
Name of persons for renewal information and/or billing questions:
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
�t✓'bid �►�C(L� . 2�-Z Z',
Signature Printed Name Date
SOLE SOURCE-OEM PSU for Ozone Generators
Page 27 of 27
Contractor Services Agreement
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOB
Create New From This M&C
DATE: 11/8/2022 REFERENCE**M&C 22- LOG NAME: 60POD POWER SUPPLY UNITS FOR
NO.: 0890 OZONE GENERATORS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize an Agreement with SUEZ Treatment Solutions, Inc. for Power Supply
Unit(s), Master Ozone Control Panel(s), Services and Parts for Ozone Generators for the
Water Department in an Amount Up to $2,237,000.00
RECOMMENDATION:
It is recommended that City Council authorize an agreement with SUEZ Treatment Solutions, Inc. for
power supply unit(s), master ozone control panel(s), services and parts for ozone generators for the
Water Department in an amount up to $2,237,000.00 with up to four annual renewals.
DISCUSSION:
The purpose of this Mayor and Council Communication is to authorize an agreement with
SUEZ Treatment Solutions, Inc., (Suez) for power supply unit(s), master ozone control panel(s),
services and parts for ozone generators for the Water department in an amount up to $2,237,000.00.
The Water Department (Department) will use this contract to purchase original equipment
manufacturer (OEM) power supply units, master ozone control panels and parts along with repair
services as needed for the ozone generators located at the City's water and wastewater treatment
plants. Non-OEM power supply units, master ozone control panels and parts are not compatible
with the current ozone generators at the water and wastewater treatment plants. Suez is the only
company in the area who can provide the power supply units, master ozone supply control panels,
parts and services for the units and sole source procurement has been authorized.
No guarantee was made that a specific amount of goods and services would be purchased. However,
the Department anticipates spending approximately $2,237,000.00. Funding is budgeted in the Water
Department's W&S Capital Projects Fund for the purpose of funding the Water FY 22 Non-Fleet
Equipment project, as appropriated.
Suez is the sole source manufacturer of the power supply units and master ozone control panels for
the ozone generators that are currently in operation at the water and wastewater treatment plants.
Suez is the documented sole source manufacturer and dealer for the Texas region and the only
company that can work on these units and parts in this region without voiding the warranties.
DIVERSITY AND INCLUSION (DVIN) - A waiver of the goal for Business Equity subcontracting
requirements is approved by the DVIN-BE, in accordance with the Business Equity Ordinance. The
DVIN-BE Waiver is based on the sole source information provided to the DVIN-BE Office by the Water
Department.
AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution and will
end one year from that date.
RENEWAL OPTIONS: This agreement may be renewed automatically for up to (4) four one-year
terms at the City's option. This action does not require specific City Council approval provided that the
City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term.
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 W&S Capital Projects Fund for the Water FY 22 Non-Fleet Eqmt project to
support the approval of the above recommendation and execution of the agreement. Prior to an
expenditure being incurred, the Water Department has the responsibility to validate the availability of
funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_ Dana Burghdoff(8018)
Originating Department Head: Chris Harder (5020)
Additional Information Contact: Shatabya Bergland (8277)
ATTACHMENTS
1295 Suez.pdf (CFW Internal)
2022 Mayor and Council Communication -OEM Parts-Maint-Installation(dwbRL10.20.22).docx (CFW Internal)
60POD POWER SUPPLY UNITS FOR OZONE GENERATORS funds availabilitypdf (CFW Internal)
Approved Waiver Request Form- Suez GW.pdf (CFW Internal)
Conflict of Interest Questionnaire.pdf (Public)
PSU 3 FID Table.xlsx (CFW Internal)
Signed Chapter 252 Exemption - PSU.pdf (Public)