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Contract 51199
CITY SECRETARY I �1 CONTRACT N0. P.OF No. SS No.:SS18-418483 FORT.WORTH CITY OF FORT WORTH SOLE SOURCE.PURCHASE VENDOR AGREEMENT 'E 4 This Sole Source Purchase Vendor Agreement ("Agreement") is entered into by and between WesTech Engineering, Inc. ("Vendor") and the City of Fort Worth, ("Customer" or "Authorized Customer"), a Texas-local government entity, i. The Vendor agrees to the Terms and Conditions which are attached as Exhibit "A" and incorporated herein by reference The Conflict of Interest Questionnaire(Exhibit"B"),the Vendor Contact Information(Exhibit "C"), Vendor's Sole Source Justification Letter (Exhibit "D) and Vendor's Quote ( Exhibit "E ) are hereby incorporated by reference." The Amount of this contract shall not exceed $600 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. Vendor and Customer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. Vendor Name: WesTech Engineering,Inc. Authorized Signature Printed Name: Ralph A, Cutler Title:President } Date: 19 February 2018 City of Fort Worth ! t Authorized Signature Printed Name: Title:.... .. { I Date: Ati CITY SECRETARY Sole Source Agreement 11 C, —' i FT,.WORM,TX 00 OE e,9� f��a (0 s I 3 99 �� i, Z t Wd �� SS No.:SS18-418483 WesTech Engineering, Inc. i VERIFICATION OF SIGNATURE AUTHORITY j WESTECH ENGINEERING,INC. 3665 S.WEST TEMPLE i SALT LAKE CITY,UTAH 84115 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. j Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: ri Position: i afore a. c Signature of President/CEO/Managing Partner Title:�_ V�� 1 Date: Sole Source Agreement—SS18-418483 Revised 7.6.18cg • 4 SS No.:SS18-418483 WesTedh Engineering; Inc. IN ITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this da y i of v-slt- ,2018. ACCEPTED AND AGREED: 1 CITY OF FORT WORTH: CONTRACTOR: By: , z-'r. z "' By: q4L a 4.x.6. Name: Jesus Chapa Name:Ralph A. Cutler Title:Assistant City Manager Title: President Date: Date: L APPROVAL,RECOMMENDED: By: Name: Christopher Harder F O R T�O Title:Assistant Water Director ATTE T: B.y Ma K yser City Secreta PS APPROVED AS TO FORM AND LEG By Name: Matt Mur y Title:Assistant City Attorney CONTRACT AUTHORIZATION: M&C: P-12231 Date Approved: 8/7/18 CONTRACT COMPLIANCE MANAGER By signing,I acknowledge that I am the person responsible for the monitoAng and administration of this contract,including ensuring all formance and reporting requirements. By: Name: Darla Morales Title: Parts/Material Supervisor,Village Creek Wastewater Reclamation Facility OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX P.O.No. ; i SS No.: SS18-4°184,83 Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth,its officers,agents, servants, authorized employees, vendors and sub-vendors who act on behalf of various City departments, bodies or agencies. i 2.0 DEFINITION OF SELLER The consultant,Vendor(s),supplier,Vendor(s)or other provider of goods and/or services, its officers, agents,servants,employees,vendors and sub-vendors who act on behalf of the entity under a contract with the City of Fort Worth, 3.0 TERM i 3.1 The term of this Agreement will commence upon February 20,2018 or the last date j that both the Buyer and the Seller have executed this Agreement(the"Effective I Date") and shall continue in full force and effect until February 19,2019. (This will i be a maximum of 1 year-following M&C date or agreed to date),unless terminated earlier in accordance with the Provision of this Agreement. 3.2 Buyer shall have the right to renew this Agreement for 5 additional one-year terms. If Buyer desires to exercise an option to renew,Buyer will notify Seller in writing of its intention to renew. Compensation to be paid during any optional term shall be the same as is stated in the Initial Term,unless agreed to in writing by both parties. 4.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth(the"City")may be requested by a member of the public under the Texas Public Information Act. See TEX, GOV'T CODE ANN: §§ 552.002, 552.128(c) (West Supp.2006).If the Cityreceives a request for a Seller's proprietary information,the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the"AG") regarding reasons the Seller believes that its information may not lawfully be released.If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be released without penalty to the City. 5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract with Buyer or be financially interested,directly or indirectly,in the sale to Buyer of any land,materials,supplies or services,except on behalf of Buyer as an officer or employee.Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position Sole Source Agreement— •"` z Revised 2.8.18cg i i SS No.: SS18-48433 I 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) 6.0 ORDERS F 6.1 No employees of the Buyer or its officers,agents,-servants,vendors or sub- vendors who act on behalf of various City departments,bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers,purchase order numbers, or release numbers issued by the { Buyer.The only exceptions are Purchasing Card orders and emergencies pursuant ` to Texas Local Government Code Section 252.022(a)(1),(2), or(3). In the case of emergencies,the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number,purchase order number, or release number issued by the Buyer may result in rejection of delivery,return of goods at the Seller's cost and/or non- 1 payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice.Each 7.Oshipping container,shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g.,box 1 of 4 boxes;and(d)Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications.Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives, and takes possession of,the goods at the point or points of delivery after inspection and acceptance of the goods. 10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed,unless delivery terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs, Sole Source Agreement— 3 Revised 2.8.18cg I P.O.No. SS No.:SS18--48433 whichever is lower,if the quoted delivery terms do not include transportation costs; provided,Buyer shall have the right to designate what method of transportation shall be used to ship the goods. i 11.0 PLACE OF DELIVERY The place of delivery shall be set forth in the"Ship to" block of thepurchase order, purchase change order,or release order. 12.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13.0 INVOICES , 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery.Invoices shall indicate the purchase order or purchase change order number.Invoices shall be itemized and transportation charges,if any,shall be listed separately.A copy of the bill of i lading and the freight waybill,when applicable,should be attached to the invoice. l Seller shall mail or deliver invoices to Buyer's Department and address as set i forth in the block of the purchase order,purchase change order or release order entitled "Ship to."Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. i 13.3 Payment. All payment terms shall be"Net 30 Days"unless otherwise agreed to in writing. Before the 1 st payment is due to Seller,Seller shall register for direct depositpayments prior to providing goods and/or services using the forms posted on the City's website". 14.0 PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase.In the event Seller breaches this warranty,the prices of the items shall be reduced to the prices contained in Seller's proposals,or in the alternative upon Buyer's option,Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. Sole Source Agreement- 4 Revised 2.8.18cg P.O.No. SS No.: SS1S 4 18483 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission,percentage, brokerage or contingent fee,excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business.For breach or violation of this warranty,Buyer shall have the right,in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct fiom the contract price such commission percentage,brokerage or contingent fee, or otherwise to recover the full amount thereof. 15.0 PRODUCT WARRANTY { Seller shall not limit or exclude any express or implied warranties and any attempt to do ` so shall render this contract voidable at the option of Buyer, Seller warrants that the goods furnished will conform to Buyer's specifications,drawings and descriptions listed in the proposal invitation,and the sample(s)furnished by Seller,if any. In the event of a conflict between Buyer's specifications,drawings, and descriptions,Buyer's specifications shall govern. 16.0 SAFETY WARRANTY ! Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S.Department of Labor under the Occupational Safety and Health Act(OSHA) of 1970,as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time,any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty(30)days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17.0 SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services,and unless otherwise agreed, Seller hereby grants to Buyer,a perpetual, irrevocable, non-exclusive, nontransferable,royalty free license to use the software.This software is"proprietary"to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices.The City may not use or share this software without permission of the Seller; however,Buyer may make copies of the software expressly for backup purposes. 18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables,or any part thereof,furnished hereunder,including but not limited to: programs, documentation,software, Sole Source Agreement- 5 greement-5 Revised 2.8.18cg i P.O.No. SS No.:SS18-418483 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. 18.2 SELLER 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 i Deliverable(s)hereunder. i 18.3 SELLER 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,trade mark,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 SELLER bears the cost and expense of payment for claims or actions against f the City pursuant to this section 8, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement i or compromise and to settle or compromise any such claim; however,City 1 shall have the right to fully participate in any and all such settlement, r negotiations,or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with SELLER 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, SELLER shall fully participate and cooperate with the City in defense of such claim or action.City agrees to give SELLER timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate SELLER'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, SELLER shall,at its own expense and as City's sole remedy, either: (a) Sole Source Agreement- 6 greement-6 Revised 2.8.18cg P.0,No. SS No::SS18-418483 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 SELLER,terminate this Agreement, # and refund all amounts paid to SELLER by the City,subsequent to which termination City may seek any and all remedies available to City under law. i 19.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations,reports,memoranda, letters, ideas, processes, methods,programs, and manuals that were developed,prepared, conceived, 1 made or suggested by the Seller for the City pursuant to a Work Order,including all such developments as are originated or conceived during the term of the Coniract and that are i completed or reduced to writing thereafter(the"Work Product")and Seller j acknowledges that such Work Product may be considered"work(s)made for hire"and will be and remain the exclusive property of the City. To the extent that the Work Product,under applicable law, may not be considered work(s)made for hire, Seller hereby agrees that this Agreement effectively transfers, grants,conveys, and assigns exclusively to Buyer,all rights,title and ownership interests,including copyright,which Seller may have in any Work Product or any tangible media embodying such Work f Product,without the necessity of any further consideration,and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 20.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the "Network"),If Seller requires access,whether onsite or remote,to the City's network to provide services hereunder, and the Seller is required to utilize the Internet,Intranet, email, City database,or other network application,Seller shall separately execute the City's Network Access Agreement prior to providing such services.A copy of the City's standard Network Access Agreement can be provided upon request. 21.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies,which Buyer may have in law or equity. Sole Source Agreement—__`Z; 7 Revised 2.8.18cg P.O.No. SS No. :S.S1a-418483 22.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer,with or without cause, at any time upon the delivery to Seller j of 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. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 23.0 ASSIGNMENT /DELEGATION No interest,obligation or right of Seller,including the right to receive payment,under this contract shall be assigned or delegated to another entity without the express written I consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragfaph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide,at no additional cost to Buyer, all documents,as determined by Buyer,that are reasonable and necessary to verify Seller's legal status and transfer of rights,interests,or obligations to another entity.The documents that may be requested include,but are not limited to,Articles of Incorporation and related amendments,Certificate of Merger, IRS Form W-9 to verify tax identification number,etc.Buyer reserves the right to withhold all payments to any entity other than Seller,if Seller is not in compliance with this provision. If Seller fails to I provide necessary information in accordance with this section,Buyer shall not be liable I for any penalties,fees or interest resulting therefrom, 24.0 WAIVER , No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 25.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 26.0 THE AGREEMENT In the absence of an otherwise negotiated contract,or unless stated otherwise,the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits.This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement.No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in Sole Source Agreement-- 8 Revlsed 2.8.18cg i P.O.No. _ SS No.: SS18-418483 this Agreement,the definition contained in the UCC shall control. In the event of a conflict between the contract documents,the order of precedence shall be these Standard ' Terms and Conditions,and the Seller's Quote. 27.0 APPLICABLE LAW/VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code"or"UCC"is used,It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas.Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County,Texas,This contract shall be governed,construed and enforced under the laws of the State of Texas. 28.0 INDEPENDENT VENDOR(S) Seller shall operate hereunder as an independent Vendor(s) and not as an officer, agent, servant or employee of Buyer, Seller shall have exclusive control of, and the exclusive right to control,the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees,vendors and sub-vendors, The doctrine of respondent superior shall not apply f as between Buyer and Seller,its officers, agents, employees,vendors and sub-vendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller,its officers,agents,employees,vendors and sub-vendors. i 29.0 LIABILITY AND INDEMNIFICATION. j 29.1 LIABILITY-SELLER SHALL BE LIABLE AND RESPONSIBLE FOR 1� ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE ANDIOR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,OF ANY HIND OR CHARACTER,WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 29.2 INDEMNIFICATION-SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER),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 PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS)PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF.INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS O1 R OMISSIONS OF Sole Source Agreement— ��`�•• --• ` 9 Revised 2.8.18cg SS No.: SS18-418483 SELLER,ITS OFFICERS, AGENTS,SUBVENDOR(S)S,SERVANTS OR EMPLOYEES i 30.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason,be held to be invalid,illegal or unenforceable in any respect, such invalidity, , illegality or unenforceability shall not affect any other provision of this agreement,which ' agreement shall be construed as if such invalid,illegal or unenforceable provision had never been contained herein. 31.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract,then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period ! for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 32.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached,addressed to Purchasing Manager,City of Fort Worth,Purchasing Division,200 Texas Street,Fort Worth,Texas 76102.Notices to Seller shall be conclusively ' determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail,in a sealed envelope with sufficient postage ' attached,addressed to the address given by Seller in its response to Buyer's invitation to ' proposals,Or if sent via express courier or hand delivery,notice is considered received upon delivery. 33.0 NON-DISCRIMINATION This contract is made and entered into with reference specifically to Chapter 17,Article III, Division 3 ("Employment Practices"),of the City Code of the City of Fort Worth (1986),as amended,and Seller hereby covenants and agrees that Seller,its employees, officers,agents,vendors or sub-vendors,have fully complied with all provisions of same and that no employee,participant,applicant,Vendor(s)or sub-vendor(s)has been discriminated against according to the terms of such Ordinance by Seller,its employees, officers, agents,Vendor(s)or sub-vendors herein. 34.0 IMMIGRATION NATIONALITY ACT City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility,employment verification,and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement.Vendor shall complete the Sole Source Agreement— 10 Revised 2.8.18cg P.O.No. SS No.:SS18-418483 Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement.Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services.Vendor shall provide City j with a certification letter that it has complied with the verification requirements required ' by this Agreement.Vendor shall indemnify City from any penalties or liabilities due to violations ofthis provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. I 35.0 HEALTH, SAFETY,AND ENVIRONMENTAL REQUIREMENTS Services,products,materials,and supplies provided by the Seller must meet or exceed all applicable health,safety, and the environmental laws,requirements,and standards. In addition, Seller agrees to obtain and pay, at its own expense,for all licenses,permits, I certificates, and inspections necessary to provide the products or to perform the services hereunder, Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision.Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 36.0 RIGHT TO AUDIT j Seller agrees that the Buyer,or Buyer's authorized representative, shall,until the expiration of three(3)years after final payment under this contract, and at no additional cost to Buyer,have access to and the right to examine and copy any directly pertinent books,computer disks, digital files,documents,papers and records of the Seller involving transactions relating to this contract,including any and all records maintained pursuant to this Agreement. Seller agrees that the Buyer shall have access, during normal working hours,to all necessary Seller facilities, and shall be provided adequate and appropriate workspace,in order to conduct audits in compliance with the provisions of this section.Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code.The Buyer shall give Seller reasonable advance written notice of intended audits,but no less than ten(10) business days, 37.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),Seller warrants that it and any and all of its sub-vendors will not unlawfully discriminate on the basis of disability in the provision of services to general public,nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its sub-vendors. Seller warrants it will fully comply with ADA's provisions and'any other applicable federal,state and local laws concerning disability and will defend,indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or sub-vendors against Buyer arising out of Sole Source Agreement— 11 Revised 2.8.18cg i P.O,No. ' SS No,:SS18-418483 Seller's and/or its sub-vendor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 38.0 DISPUTE RESOLUTION If either Buyer or Seller has a claim,dispute,or other matter in question for breach of duty,obligations,services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process, I 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, f mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement.If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non- binding mediation upon written consent of authorized representatives of bothparties in j 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 panty shall have the right to exercise any and all remedies available under law regarding the dispute. 39.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL ! Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) I 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, Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract 40.0 INSURANCE REQUIREMENTS 40,1 Seller shall assume all risk and liability for accidents and damages that may occur to persons or property during the prosecution of work under this Agreement. Seller shall file with the City of Fort Worth Purchasing Division,prior to the commencement of services,a certificate of insurance documenting the following required insurance within five (5)calendar days of notification. 40.2 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 Sale Source Agreement— 'I 12 Revised 2.8.18cg P.O.No. SS No.: SS18-498483 insurance coverage, and the City desires the Vendor to obtain such coverage,the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 40.2,1 Statutory Workers' Compensation Insurance and Employer's Liability _ Insurance at the following limits: $100,000 Each Accident i $500,000 Disease—Policy limit $100,000 Disease—Each Employee This coverage may be written as follows: Workers' Compensation and Employers'Liability coverage with limits ! consistent with statutory benefits outlined in the Texas Workers' Compensation Act(Art. 8308-- 1.01 et seq. Tex. Rev. Civ. Stat.) and j minimum policy limits for Employers'Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 40.2.2 Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate { Coverage shall include but not be limited to the following: premises/operations,independent vendors,products/completed operations, personal injury, and contractual liability.Insurance shall be provided on an occurrence basis,and as comprehensive as the current Insurance Services Office(ISO)policy. 40.2.3 Auto Liability Insurance shall be provided as follows: $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on"Any Auto", defined as autos owned,hired and non-owned. 40,2.4 The Contractor shall furnish the Purchasing Manager,with a certificate of insurance documenting the required insurance prior to the commencement of services. Sole Source Agreement- 13 greement-13 Revised 2.8.18cg PA.No. SS No.:SS18•418483 40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty- (3 0) day notice of cancellation,material change in coverage, or non-renewal of coverage. i 40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured,as its interests may appear(ATIMA). +; 40.3 ADDITIONAL INSURANCE REQUIREMENTS I t 40.3,1 The City,its officers,employees and servants shall be endorsed as an ' additional insured on Vendor's insurance policies excepting employer's liability insurance coverage under Contractor's workers' compensation insurance policy. 40.3.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Vendor can begin work. Failure to supply and maintain such insurance shall be a breach of contract. Contractor shall provide complete copies of all insurance policies 1i required by this Agreement.Certificates of insurance must be supplied to: I Financial Management Services Department Attention:Purchasing Division SS-18-418483 200 Texas Street(Lower Level) Fort Worth,Texas 76102 40,3,3• Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein.Each insurance policy shall be endorsed to provide the City a minimum 30 days'notice of cancellation,non-renewal,and/or material change in policy terms or coverage. A ten (10) day notice shall be acceptable in the event of non-payment of premium. 40.3.4 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency.Deductible limits,or self-funded retention limits, -on each policy must not exceed$10,000.00 per occurrence unless otherwise approved by the City. 40.3,5 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. Sole Source Agreement- 14 Revised 2,8.18cg I P.O.N'o? SS No.:SS18 41848 i 40.3.6 Workers' compensation insurance policy(s)covering employees of the Vendor shall be endorsed with a.waiver of subrogation providing rights of t recovery in favor of the City. 1 i 40.3.7 City shall not be responsible for the direct payment of insurance premium costs for Vendor's insurance. s 40.3.8 Vendor's insurance policies shall each be endorsed to provide that such j insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. ' I i 40.3.9 While this agreement is in effect,Vendor shall report,in a timely manner, to the Purchasing Department any known loss occurrence that could give i rise to a liability claim or lawsuit or which could result in a property loss. 40.3.10 Vendor's liability shall not be limited to the specified amounts of 1 insurance required herein. i i t 1. E 1 Sole Source Agreement- 15 Revised 2.8.18cg i P.O.No. SS No,; SS18-418483 i Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE 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 j 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 fbr proposals or bids, correspondence, or another l writing related to a potential agreement with the City.Updated Questionnaires must be filed in conformance with Chapter 176. f A copy oe Q Qf the Questionnaire Form CI is enclosed with the submittal documents. The i form is also available at http://www.ethics,state,tx,us/forms/CIQ.t)df. j 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 Vendor 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. I i Sole Source Agreement— ` '•''' "``` 16 Revised 2.8.18cg i ' P,O No. SS No.; SS18-418483 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with focal governmental entity f OFFiCELISEONLY i This questionnaire reflects changes made to the law by H.B.23;84th Leg„ Regular Session. t This questionnaire is being filed in accordance with Chapter 176,Local Government Code, 0ato pacoived I 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 71h 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, i A vendor commits an offense if the vendor knowingly violates Section 176.006, Local i Government Code.An offense under[his section is a misdemeanor. {J Name of vendor who has a business relationship with local governmental an illy. WesTech Engineering,Inc. 2 eck this box If you are filing an update to a previously tiled questionnaire, (The law requires that you rile an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the dale on which you became aware that the originally filed giuestionnaire was incomplete or inaccurate.) 3 I Nante of local government officer about whom the Information In this section Is being disclosed, NA Name of Officer This section(item 3 including subparts A, B,C.8 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. t A. Is the local government officer named in[his section receiving or likely to receive taxable income,other than investment Income,from the vendor? 1 Yes a No 1. 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 is not received from the local governmental entity? i Yes F No i r 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 ownership Interest of one percent or more? F] Yes E-1 No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 Signature of vendor doing business wlth the governmental entity tale Adopted 817/2015 Sole Source Agreement 17 t Revised 2,8.18cg i P,O.No; - SS No.:SS 18-418483 EXHIBIT C—VENDOR CONTACT INFORMATION Vendor's Name: WesTech Engineering,Inc. i Vendor's Local Address: 3665 S. West Temple, Salt Lake City,Utah, 84115 USA Phone: 801.265.1000 Fax: 801.26531080 Email:parts@westech-inc.com Name of persons to contact when placing an order or invoice questions: Name/Title: Amber Blake,Project Manager Phone: 801.265.1000 Fax: 801.265.1080 f Email:ablake@westech-inc.com : Name/Title: Amy Mallis, Accounting Phone: 801.265.1000 Fax: 801.265.1080 i Email: amallis@westech-inc.com i I . I Name/Title Phone Fax: Email: 1 C?- 4L Y�- A. (a,4c" 9-6R Signature Printed Name Date Sole Source Agreement Revised 2.8.18cg j EXHIBIT D SS No.SS18-418483 WESMkCH July 27, 2011 i Darla Morales City of Fort Worth Village Creek wwrP 4500 Wilma Lane Arlington, TX 76012 Dear Ms.Morales, I am sending this letter to advise you that the OAF Thickeners, Model# 3864 and the Clarifiers, Model#'s 3629A/B, 3660A, and 3955A that you purchased, were designed and are only manufactured by WesTech Engineering, Inc. in Salt Lake City, Utah. No other manufacturer or parts distributor can supply this equipment. WesTech is the sole source of supply. Should you require any additional information please contact me. Best Regards, K.rcwv M mss^ Kristi Milner Aftermarket Sales WesTech Engineering, Inc 801-290-1512 WesTech Engineering, Inc.•3665 South West Temple•Salt Lake City,Utah 84115 westech-inc.com SGS SS No.S818-418483 EXHIBIT D RTWO THM i i Purchasing Division City of Fort Worth SOLE SOURCE PROCUREMENT JUSTIFICATION Purpose This form must accompany all sole source purchase requests for equipment,construction,supplies or services when the purchase is for more than$3,000.00.This form is not needed when the purchase is for aprofessional services contract. The purpose of the sole source procurement justification is to demonstratethat the competitive process is not required because only one product or service can meet the specific needof the City of Fort Worth ("City"). A sole source procurement may not be used to circumvent the City'snormal purchasing procedures or for a price-based justification. Acceptance of the sole source procurement justification is at the discretion of the Purchasing Division Manager or his designee. Certification My signature below certifies that I am aware that state and federal procurement statutes and regulations require that procurements of a certain amount made by government entities must be competitively bid unless the purchase qualifies as an exemption to the competitive bidding requirements. I am requesting thissole source procurement based on the information provided in the Justification section below.The information is complete, accurate and based on my professional judgment and investigations. I also certifythat this purchase will not violate Section 2-238 of the City's Ethics Code. Requesting Department: Water/Water Reclamation Requested by[printed name]: Darla Morales Signature: Recommended by[printedname]: Charly A adicheri Department Director Signature: Telephone number: 17 392-4932 Date: — Sole Source Procurement Justification Pagel of 3 Rev. 12/2014 SS No.SS18-418483 EXHIBIT D Justification 1. Describe the product(s)or service(s)your department wishes to purchase— provide vendor name, manufacturer,model number and/or generic description identifying the item(s) or service(s). Request an annual contract renewal with Westech Engineering,Inc.for the purchase of OEM parts,component repair / replacement and technical assistance on Westech Clarifier Drive units at Village Creek Water Reclamation Facility. Manufacturer:Westech Engineering Inc. (801)290-1512-Joy Allen Documented exclusive representative: Same as Manufacturer Estimated annual expenditure: $600,000.00 2. Purpose —provide a brief description of why the.product(s) or service(s) is required. This PO is used to purchase OEM parts and services for the 13 Westech Clarifiers in operation at Village Creek. 3. Describe your efforts to identify other vendors — trade shows, internet search, vendor catalogues. Provide product and contact information for other products, services and vendors evaluated. (A quote is not required,simply enough information to show the availability/non-availability of other sources.) Did a search on the Internet for vendors that offered these parts and services and Westech is the only OEM Manufacturer and Distributor of this item. 4. Justification: a. Identify the reason(s)why other vendors,products,or services competing in this market do not meet the City's needs or specifications: X The product(s) or service(s)is available from only one source because of patents, copyrights, secret processes, or natural monopolies. X The product(s) is a captive replacement part(s) or component(s)for existing equipment. The dollar value ofthe existing equipment is approximately$ Use of other than Original Equipment Manufacturer parts jeopardizes the warranty or may result in equipment not functioning to the'level of factory specifications. Authorized factory service is available from only one source. Maintenance for the existing product is only available from one source. b. Attach justification letter from the manufacturer or originator of the product or service. 5. Will this purchase limit the ability of other vendors to compete on future purchases for supplies, upgrades,or replacements? If so, how? Yes..To replace the existing 13 Clarifiers with a different brand would be extremely expensive for the City. Sole Source Procurement Justification Page 2 of Rev. 12/2014 6N No.6618-4121483 EXHIBIT D 6. Will this purchase obligate the City to future purchases, for example, maintenance or license(s)? If so, what future purchases will be required? No 7. What will happen if the City does not purchase the requested product(s)or service(s)from this vendor? These Clarifiers remove suspended solids in the activated sludge process. Each unit must be in good condition and able to handle all the wastewater collected to prevent back up or a breakdown in the collection system. Purchasing Division Comments: The Water Department currently has 13 Westech Clarifiers model 3864 A/B and 3955A The equipment can only be serviced by Westech and all parts are exclusive to Westech. Buyer/Senior Buyer/ upe 1s Date: Approval PURCHASING DIVISION: 1 Sole Source Procurement approved; Yes No Signature of Purchasing Division Manager: Printed Name: ►'1•�-lit 1l�L Date: • 'i I Sole Source Procurement Justification Page 3 of 3 Rev. 12/2014 EXHIBIT E WesTech SS-18-418483 WesTech 2018 pricing Item Part# Unit Cost Clarifier Drive Unit $ 58,034.00 Repair Service (Field Service, Labor, Inspexction,Tehc Assistance and Component Repair) Per unit $ 5,440.00 Travel Time(Per Day) $ 960.00 Inspection of Drive Units At Vendors Shop (Per Day) $ 7,532.00 Support Arm,for EIMCO and Westech Driven Units SKXDT019A $ 67.00 Pivots, for use with Scum Support Arm SKXDT020A $ 41.00 Spring Single,for with Scum Support Arm ASP-0002A(P/N 2-19262) $ 38.00 Scraper Rubber, L 72 IN, Black, 1/2 IN Thick x 6 IN Wide,for Wiper Bottom SKXDT011K $ 77.00 Scraper Rubber, Black, 1/2 IN Thick x 6 IN Wide,for Wiper Sides SKXDT015A $ 22.00 60"x 6" Replacement Cage Drive Unit DV8050(3629B) $ 87,132.00 Rake Arms and 130'diameter (3629B- Price for 1 tank-Tank#15 or Replacement Drives for the Clarifiers #23) $ 250,817.00 AC�® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 2,22,201$ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Donna bane NAME: The Buckner Company P"o"Eg01-937-6740 ac No):B01-385-0808 6550 South Millrock Dr. Suite#300 EMAIL Salt Lake City UT 84121- ADDRESS: dkane@buckner.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Zurich American Insurance Company 16535 INSURED MSTENG-03 INSURER B:Travelers Property Casualty Company Of America 25674 WesTech Engineering, Inc. 3665 S West Temple INSURER C: Salt Lake City UT 84115 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:418360656 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDD MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y GLO9809319 3/1!2018 311/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � PREMIDAMAOCCUR E (RENTED PREMISESSEa occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN1 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: I $ A AUTOMOBILE LIABILITY Y Y BAP9809320 3/1/2018 3/1/2019 COMBINED SINGLE LIMIT Ea accident $1 000,000 1xxANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accidentCom .$1000 X Call$1000 $ B X UMBRELLA LIABX OCCUR Y Y ZUPlOT5188317NF 3/1/2018 3/1/2019 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X I RETENTION$10 00p $ A WORKERS COMPENSATION Y WC9809318 3/1/2018 3/1/2019 X I STATUTE 770TH- AND EMPLOYERS'LIABILITY Y/N TUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICE R/MEM BER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Property of Others Coverage OT6303E973782 3/1/2018 3/1/2019 1,000,000 $5,000 ded Leased/Rented Equip coverage $500,000 $1,000 ded Installation Floater Coverage 1,000,000 $1,000 ded DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) WesTech Engineering's account is current. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. WesTech Engineering 3665 S West Temple AUTHORIZED REPRESENTATIVE Salt Lake City UT 84115 C V ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/7/2018 DATE: Tuesday,August 7,2018 REFERENCE NO.: **P-12231 LOG NAME: 13P418483 OEM WESTECH CLARIFIER MJR WATER SUBJECT: Authorize Execution of a Sole Source Agreement with WesTech Engineering, Inc.,for WesTech Clarifier Parts and Repair for the Water Department in an Annual Amount Up to $650,000.00 and Authorize Five Annual Renewal Options (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a Sole Source Agreement with WesTech Engineering,Inc.,for WesTech Clarifier Parts and Repair for the Water Department in an annual amount up to $650,000.00 and authorize five annual renewal options. DISCUSSION: The Water Department approached the Purchasing Division to finalize a Sole Source annual Agreement to repair and perform routine maintenance on Original Equipment Manufacturer(OEM)WesTech clarifiers on an as-needed basis. In order to procure these products and services, Staff has documented WesTech Engineering,Inc.,as the Sole Source OEM and distributor for WesTech clarifier repair service and replacement parts in the North Texas Area. No guarantee was made that a specific amount of goods or services would be purchased. The Water Department anticipates spending$650,000.00 annually under this Agreement. The proposed contract would allow the unit price to be increased so long as the City approves the increase. In addition,an administrative change order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient finds have been appropriated. The Water Department reviewed prices and found prices to be considered fair and reasonable. M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the M/WBE or BDE Ordinance,because the M/WBE Waiver is based on the sole source information provided to the M/WBE Office by the Purchasing Division Buyer. This procurement is exempted from competitive bidding requirements because it is a purchase of materials for which WesTech holds exclusive distribution rights in the North Texas area,as authorized by Section 252.022(7)(D) of the Texas Local Government Code. This Agreement shall begin on the date in Purchase Order(Effective Date) and shall expire on upcoming September 30th, (Expiration Date),unless terminated earlier,in accordance with this Agreement(Initial Term). Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same terms and conditions for up to five one year renewal periods (October 1 to September 30)and for a fifth renewal period which shall expire on completion of five year duration,unless City or Vendor provides the other party with notice of non-renewal at least 60 days before the expiration of the Initial Term or renewal period. However, if funds are not appropriated,the City may cancel the Agreement 30 calendar days after providing written notification to the Contractor/Vendor. FISCAL INFORMATION/CERTIFICATION: The approval of this action provides purchasing authority up to$650,000.00 as specified. The Director of Finance certifies that funds are available in the current operating budget, as appropriated and that prior to an expenditure being made,the participating departments has the responsibility to validate the availability of funds. BQN\418483\MJR FUND IDENTIFIERS(FIDs): Department Account Project Program Activity Budget Reference# Amount Fund ID ID year (Chartfield 2) FR M Department Account Project Program Activity Budget Reference# Amount Fund ID ID year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Cynthia Garcia (8525) Additional Information Contact: Jane Rogers (8385) ATTACHMENTS 1. 418483 MWBE Waiver.pdf (CFw Intemaq 2. 418483 Westech SS.pdf (uw intemat) 3. WATER Requisition.pdf (CFw intemat) 4. WesTech 1295 2018-368015.12df (Public) 5. Westech SAMs report 2018.pdf (cFw tntemat) CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos,l-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-368015 WesTech Engineering, Inc. Salt Lake City,UT United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/13/2018 being filed. City of Fort Worth Date Acknowledged, , 3 Provide the identification number used by the governmental entity or state agency to track or Identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 418483 Westech Clarifier Maintenance and Repair 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is Greg Howell and my date of birth is 3-24-55 My address is 3665 S.West Temple Salt Lake City UT 84115 US (street) (CRY) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Salt Lake City County, State of Utah on the 13th day of June 20 18 (month) (year) 4� , 0- a Signature of authorized agent of contracting business entity (Dedaranl) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523