HomeMy WebLinkAboutContract 51525 C T Y K-CRETARY
GLi;'y i i-ACT NO. 5(5 a5
P.O. No.
SS No. :SS18-434824
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between J.D.
POWER ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal
corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A—Terms and Conditions;
3. Exhibit B—Conflict of Interest Questionnaire.
4. Exhibit C Vendor Contact Information
5. Exhibit D Verification of Signature Authority
6. Exhibit E Seller's Sole Source Justification Letter
7. Exhibit F Sole Source Procurement Justification; and
6. Exhibit G Purchase of Service and License Terms;
and JDP PSLA Ex. A
Exhibits A, B, C, D, E, F and G, which are attached hereto and incorporated herein, are made a
part of this Agreement for all purposes. The Amount of this contract shall not exceed$33,000.00.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
Vendor Name: J.D. Power
Authorized Signature
Printed Name:Jeff Co 1 C�
Title: VP, Utilities and Telecom
Date:10/22/18
5�
RECEIVED Sole Source Agreement—18-434824
NOV 1 2 2018 1
CIlYOFFORTWORTH OFFfr At-tftD
CITY SECRETARY CITY SECRETARY
Fr.WCtM TX
P.O. No.
SS No. :SS18-434824
City of Fort Worth
Authorized Signature
Printed Name:
Cynthia Garcia
Title:
Assistant Director, Financial Management Services
Date:
October 30, 2018
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
subvendors who act on behalf of various City departments,bodies or agencies.
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 subvendors who act on behalf of the
entity under a contract with the City of Fort Worth.
3.0 TES
3.1 The term of this Agreement will commence upon October 19,2018 or the last
date that both the Buyer and the Seller have executed this Agreement(the
"Effective Date")and shall continue in full force and effect untilOctober 18,2019
(This will be a maximum of 1 year-follow M&C date or agreed to date), unless
terminated earlier in accordance with the Provision of this Agreement.
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.GOVT CODE ANN.
§§552.002,552.128(c) (West Supp.2006).If the City receives 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.
Sole Source Agreement—18-434824
2
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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
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
6.1 No employees of the Buyer or its officers,agents, servants,vendors or subvendors
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-
payment.
7.0 OMMITTED
8.0 OMMITTED
9.0 OMMITTED
10.0 OMMITTED
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order,or release order.
12.0 OMMITTED
13.0 INVOICES
13.1 Invoices shall indicate the purchase order or purchase change order number.
Invoices shall be itemized. Seller shall mail or deliver invoices to Buyer's
Department and address as set 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.
Sole Source Agreement-18-434824
3
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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.
13.3 Payment. All payment terms shall be"Net 30 Days"unless otherwise agreed to
in writing. Before the 1st payment is due to Seller, Seller shall register for direct
deposit payments 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.
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 from the
contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the full amount thcreof.
15.0 OMMITTED
16.0 OMMITTED
17.0 SOFTWARE LICENSE TO SELLER
Seller hereby grants to Buyer, license to use the software.
WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.0 The SELLER 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,
Sole Source Agreement—18-434824
4
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
trade secrets,or any intellectual property rights or other third party
proprietary rights,in the performance of services under this
Agreement.
18.1 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 Deliverable(s) hereunder,so long as
the City's use is pursuant to the terms of Exhibit G.
18.2 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 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 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 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.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) 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
Sole Source Agreement-18-434824
S
Revised 7.6.18cg
P.O.No.
SS No. :SS18-434824
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.
19.0 OMMITTED
20.0 OMMITTED
21.0 OMMITTED
22.0 .0 OMMITTED
23.0 OMMITTED
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 and its exhibits 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 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
Sole Source Agreement-18-434824
6
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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
as between Buyer and Seller, its officers, agents,employees,vendors and subvendors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees, vendors and subvendors.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 LIABILITY-SELLER SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR
PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL
PERSONS,OF ANY KIND OR CHARACTER,WHETHER REAL OR
ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)
OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT
OF SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
HOWEVER, IN NO EVENT SHALL J.D. POWER HAVE ANY
LIABILITY,WHETHER ARISING IN CONTRACT,TORT OR
OTHERWISE,FOR LOST PROFITS OR ANY INDIRECT,SPECIAL,
PUNITIVE,CONSEQUENTIAL OR INCIDENTAL DAMAGES,
WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF J.D.
POWER,EVEN IF J.D. POWER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE
FOREGOING,J.D. POWER'S MAXIMUM LIABILITY TO
SUBSCRIBER FOR ANY DAMAGES WITH RESPECT TO THE
SERVICES OR UNDER THIS PSLA SHALL NOT EXCEED THE
AGGREGATE TOTAL FEES PAID BY SUBSCRIBER TO J.D.POWER
UNDER THE INVOICE FOR THE SERVICES.
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 FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT,ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR
OMISSIONS OF SELLER,ITS OFFICERS,AGENTS,SUBVENDOR(S)S,
SERVANTS OR EMPLOYEES
Sole Source Agreement—18-434824
7
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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
as between Buyer and Seller, its officers, agents, employees,vendors and subvendors.
Nothing herein shall be construed as creating a partnership or joint enterprise between
Buyer and Seller, its officers, agents, employees,vendors and subvendors.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 LIABILITY-SELLER SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR
PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL OR
ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)
OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT
OF SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
HOWEVER,IN NO EVENT SHALL J.D.POWER HAVE ANY
LIABILITY,WHETHER ARISING IN CONTRACT,TORT OR
OTHERWISE,FOR LOST PROFITS OR ANY INDIRECT,SPECIAL,
PUNITIVE,CONSEQUENTIAL OR INCIDENTAL DAMAGES,
WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF J.D.
POWER,EVEN IF J.D. POWER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE
FOREGOING,J.D. POWER'S MAXIMUM LIABILITY TO
SUBSCRIBER FOR ANY DAMAGES WITH RESPECT TO THE
SERVICES OR UNDER THIS PSLA SHALL NOT EXCEED THE
AGGREGATE TOTAL FEES PAID BY SUBSCRIBER TO J.D.POWER
UNDER THE INVOICE FOR THE SERVICES.
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 FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT,ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR
OMISSIONS OF SELLER,ITS OFFICERS,AGENTS,SUBVENDOR(S)S,
SERVANTS OR EMPLOYEES
Sole Source Agreement—18-434824
7
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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
111, 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 subvendors, have fully complied with all provisions of
same and that no employee,participant, applicant,Vendor(s)or subVendor(s)has been
discriminated against according to the terms of such Ordinance by Seller, its
employees,officers, agents,Vendor(s)or subvendors 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
Employment Eligibility Verification Form (1-9),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
Sole Source Agreement-18-434824
8
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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
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 of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
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,
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
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 subvendors 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 subvendors. 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 subvendors against Buyer arising out of Seller's
and/or its subvendor'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
Sole Source Agreement-18-434824
9
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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.
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 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 both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association
or other applicable rules govcrning 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.
39.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Govcrnment
Code,the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
The terms"boycott Israel"and"company"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 mayoccur
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 non-standard 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 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
Sole Source Agreement—18-434824
10
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
Insurance at the following limits:
$100,000 Each Accident
$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
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.
40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty- (30)
day notice of cancellation
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
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
Sole Source Agreement-18-434824
11
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
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. Certificates of insurance must be supplied to:
Financial Management Services Department
Attention:Purchasing Division SS-434824
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,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.
40.3.6 Workers' compensation insurance policy(s)covering employees of the
Vendor shall be endorsed with a waiver of subrogation providing rights of
recovery in favor of the City.
40.3.7 City shall not be responsible for the direct payment of insurance premium
costs for Vendor's insurance.
40.3.8 Vendor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial
coverage maintained by City shall not be called upon to contribute to loss
recovery.
40.3.9 While this agreement is in effect, Vendor shall report, in a timely manner,
to the Purchasing Department any known loss occurrence arising out of
the services provided by Vendor under this agreement that could
reasonably give risc to a third party liability claim or lawsuit or which
could result in a property loss.
Sole Source Agreement-18-434824
12
Revised 7.6.18cg
P.O. No.
SS No. :5518-434824
40.3.10 Vendor's liability shall not be limited to the specified amounts of
insurance required herein.
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
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.ethics.state.tx.us/forms/CIO.udf.
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.
Sole Source Agreement—18-434824
13
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This quesuannaire reflects changes made to the law by H.B. A 84th Leg.,Regular Session. OFFlCEUSE ONLY
This questionnaire is being filed in accordance with Chapter 17G,Local Government Code, We RGCWv d
by a vendorwho 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 bel ledwith 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
Govemment Code.An offense under this section is a misdemeanor.
11 Name of vendorwho has a business relationship with local governmental entity.
N/A
Check this box if you are filing 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
N/A incomplete or inaccurate.)
3
Name of local government officer aboutwhom the Information in this section is being disclosed.
Name 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 176.1)01(1-a),Local Government Code. Attach additional
pages to this Form CID 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?
FlYes 1-1 No
B.is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
government officer named.in this section AND the taxable income is not received from the local governmental entity?
E-1 Yes F--]No
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?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
N/A
C-1
10/22/18
vendor long business wilh the governmental entity Date
Adopted BM2015
Sole Source Agreement—18-434824
14
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
EXHIBIT C—VENDOR CONTACT INFORMATION
Vendor's Name: J.D. Power
Vendor's Local Address: 3200 Park Center Drive, 13th Floor, Costa Mesa, CA 92626
Phone: (732)637-3723 Fax:
Email: brian.lawrence@jdpa.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Dawn Smith
Phone: (805)418-8000 Fax:
Email: accounting@jdpa.com
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
C- Jeff Conklin 10/22/18
ignature Printed Name Date
Sole Source Agreement-18-434824
15
Revised 7.6.18cg
P.O. No.
SS No. :SS18-434824
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
J.D. POWER
3200 PARK CENTER DR.
COSTA MESA,CA 92626
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
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:Jeff Conklin
Position:VP. Utilities and Telecom
i t
2. Name:
Position:
Signature
Signature of President/CEO/Managing Prtner
Title: Date:
Sole Source Agreement—18-434824
16
Revised 7.6.18cg
EXHIBITE
J.D. POWER 3200 Park Center Drive,13th Floor
Costa Mesa,CA 92626
714-621-6200 Tel
714-621-6297 Fax
j dpower.com
Dear City of FT.Worth
J.D.Power and Associates(JDP)is a global company of 750 professional conducting research in 50 countries.
We are known for awards-based studies with a foundation in analytical excellence.JDP believes that the goal of
measuring customer satisfaction is not to achieve high scores in customer satisfaction,but to improve
organizations responsibly and profitably.
The JDP Annual Residential Water Study
According to Regulatory Research Associates, it is estimated that over the next 20 years,investments between
$385 billion and$1.3 trillion will be required to make the infrastructure improvements necessary to maintain the
highest quality of water and residential delivery.When facing the need for multi-billion dollar investments,it's no
longer good enough to just focus on the water system;it is imperative that water utilities also focus on
understanding their customers,who can often be their most effective advocates when it comes to building up
supp011 for necessary improvements.
The JDP Residential Water Study is the most comprehensive customer survey study of its kind. This annual
study measures satisfaction among residential customers of 88 water utilities,each delivering water to a
population of at least 400,000 people and reported in four geographic regions:Midwest,Northeast, South and
West.Overall satisfaction is measured by examining 33 attributes,each falling within six factors:Delivery;Price;
Billing and Payment;Conservation;Communications;and Customer Service.Satisfaction is then calculated on a
1,000-point scale.
By subscribing to the JDP Residential Water Study,FT Worth will not only access critical,unique and
proprietary data relevant to its business operations,it will also benefit from:
1. Expert analyst briefing:Insights into key industry trends and study findings,aliowing your
Utility to maximize performance and create a highly satisfying customer experience
2. Results delivered via VOX online dashboard analytic tool
3. Industry detailed findings: Competitive performance overview by factor
4. Access to a personalized competitive data set:Allowing you to see how your Water Utility
stacks up against competitors,the industry,and the highest performers across the six study
factors at both the Regional and National level
5. An executive presentation with management insights,which include:
• Study results and analyses of high-performing Water Utilities
• Customized strategic recommendations
• Ongoing best Practices
JDP is the exclusive owner of the studies,reports,data and other information provided by the JDP Annual
Residential Water Study.As such,any access to the Study must be through the purchase of an annual
subscription license directly from JDP.
Regards,
Brian Lawrence
Account Director, Utility Practice
J.D.Power Business Services
EXHIBIT F
..RTt '
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 a
professional services contract. The purpose of the sole source procurement justification is to demonstrate
that the competitive process is not required because only one product or service can meet the specific need
of the City of Fort Worth("City"). A sole source procurement may not be used to circumvent the City's
normal 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 this
sole 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 certify
that this purchase will not violate Section 2-238 of the City's Ethics Code.
Requesting Department: Water Department
Requested by[printed name]: Fran_Peterson
Signature:
Recommended by[printed name]: Chris Harder
Department Acting Director
Signature:
Telephone number: 817-392-5020
Date:
Sole Source Procurement Justification
Pagel of 3 Rev. 12/2014
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).
The J.D.Power Company produces an annual utility study unique to the water industry.J.D.Power
included the City of Fort Worth in their study and the Water Department wishes to purchase their
"2019 Water Utility Customer Satisfaction Study." We can gain access to the city-specific dataset,
expert analysis,an executive presentation with study results,best practices,and customized strategic
recommendations only by purchasing the 2019 Water Utility Customer Satisfaction Study.
2. Purpose-provide a brief description of why the product(s)or service(s)is required.
In 2017,the Performance Management Office added the Customer Satisfaction Index as an annual Key
Performance Indicator(KPI)for the Fort Worth Water Department.In order to take action to improve
our results/ranking in the utility industry,understand the detail behind the survey including questions,
obtain the survey answers from Fort Worth customers,etc.,we need to purchase the benchmark study
upon which the Water Department was rated.
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 showthe availability/non-availability of other sources.)
This utility survey is conducted and published only by J.D.Power. Therefore,J.D.Power's qualifies
as a sole source vendor;there are no other companies conducting or providing the same data.
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.
The product(s)is a captive replacement part(s)or component(s)for existing equipment.
The dollar value of the 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.
See attached letter from J.D.Power to the City of Fort Worth.
Sole Source Procurement Justification
Page 2 ot3 Rev. 12/2014
5. Will this purchase limit the ability of other vendors to compete on future purchases for supplies,
upgrades,or replacements? If so,how?
No.
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?
By not purchasing the J.D. Power's syndicated research, 'an accurate barometer of how well an
industry is listening to the voices of its customers,we will be unable to determine the factors that
comprise overall customer satisfaction. In addition,each factor is comprised of numerous attributes
that provide additional diagnostic capability toward improving the City's overall utility rating.
Without purchasing the study, the Water Department will be handicapped in raising their utility
ranking and improving their KPIs.
The Law Department has reviewed and approved the J.D.Power study as a sole source purchase.
Purchasing Division Comments:
JD Power is the exclusive owner of the studies,report,data and other information provided by the JDP Annual Residential
Water Study.
Buyer/Senior Buyer/Supervisor: &e ° -ger.r Date: yurt15 2018
Approval
PURCHASING DIVISION:
Sole Source Procurement approved: Yes No
Signature of Purchasing Division Manager:
Printed Name:
Date:
Sole Source Procurement Justification
Page 3 of 3 Rev. 12/2014
5. Will this purchase limit the ability of other vendors to compete on future purchases for supplies,
upgrades,or replacements? If so,how?
No.
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?
By not purchasing the J.D.Power's syndicated research, an accurate barometer of how well an
industry is listening to the voices of its customers,we will be unable to determine the factors that
comprise overall customer satisfaction. In addition,each factor is comprised of numerous attributes
that provide additional diagnostic capability toward improving the City's overall utility rating.
Without purchasing the study, the Water Department will be handicapped in raising their utility
ranking and improving their KPIs.
The Law Department has reviewed and approved the J.D.Power study as a sole source purchase.
Purchasing Division Comments:
JD Power is the exclusive owner of the studies,report,data and other information provided by the JDP Annual Residential
Water Study.
Buyer/Senior Buyer/Supervisor: ane&enr Date:--4-5 Wt 15
Approval
PURCHASING DIVISION:
Sole Source Procurement approved: Yes No
Signature of Purchasing Division Manager:
Printed Name:
Date:
Sole Source Procurement Justification
Page 3 of 3 Rev. 12/2014
EXHIBIT G
JD Power QUOTATION
3200 Park Center Dr
Costa Mesa,CA 92626
732-637-3723 QUOTE# DATE
brian.lawrenceta7idpa.com 5 10/19/2018
CUSTOMER ID VALID UNTIL
11/18/2018
C,'1-- 0ER INFO Prepared By: Brian Lawrence
City of Ft.Worth
908 Monroe St
Fort Worth, TX 76102
817-392-8231
tena.royal(o)-fortworthtexasgov
DESCRIPTION OF;WORK
2019 Water Utility Customer Satisfaction Study-Access to personalized dataset on VOX via email and password-
Expert analysis and briefing-An On-site executive presentation with study results,ongoing best practices, and
customized strategic recommendations
ITEMIZED COSTS QTY UNIT PRICE AMOUNT
Study&Service Deliverables 1 33,000.00 33,000.00
Thank you for your business! SUBTOTAL 33,000.00
OTHER -
TOTAL QUOTE $ 33,000.00
This quotation is not a contract or a bill. It is our best guess at the total price for the service and goods described above.
The customer will be billed after indicating acceptance of this quote.Please fax or mail the signed quote to the address
listed above brian.lawrence@jdpa.com
Customer Acceptance
X 06 Jeff Conklin 10/22/18
Si r Printed Name Date
Exhibit G-PURCHASE OF SERVICES AND LICENSE TERMS
J.D.Power
Purchase of Services and License Agreement
This Purchase of Services and License Agreement("PSLA")is entered into as of August 30,2018("Effective Date")by and between J.D.Power,a Delaware corporation,
with its principal place of business at 3200 Park Center Drive,13'"Floor,Costa Mesa,CA 92626("JDP"),and The City of Fort Worth,a municipality in Texas,with its
principal place of business at 908 Monroe St,Fort Worth,TX 76102("Subscriber"). The controlling documents of this PSLA consist of this Purchase of Services and
License Agreement,plus the following Exhibits which are attached hereto and incorporated herein by reference:
Exhibit A: Statement of Syndicated Service Fees
1. LICENSE,OWNERSHIP AND RESTRICTIONS ON USE
Subscriber agrees that J.D.Power is the exclusive owner of the studies,reports,data and other information provided by J.D.Power to Subscriber(collectively"Information"),the
desk-top software provided by J.D.Power that allows you to view and use the Information(the"Software"),any electronic platform,including those accessed through the worldwide
web,which enables Subscriber access to the Information(the`Matform'D,and any other media containing the Information or the Software or the Platform,the J.D.Power service marks,
including the name J.D.Power,each of the I.D.Power Medallions,and all copyrights,trademark rights and other intellectual property rights with respect to each of the foregoing. The
Information is provided for Subscriber's internal use only. Subscriber shall not directly or indirectly use or display J.D.Power's name or service marks without the prior written consent
of J.D.Power. Subject to any restrictions or limitations specified in Exhibit A for the Information,Subscriber is hereby granted a non-exclusive,non-transferable license to use the
Information and the Software for a period of five(5)years from the access start date on Exhibit A;provided,however,that the said license for non-exclusive,non-transferable use
and access to the Platform(and for any software,if accessed through the Platform)shall be in effect for only one(1)year from the date of account password activation for access to
the Platform. Subscriber shall not modify,reverse engineer,decompile or disassemble any of the Software or Platform.Subscriber may access the Software from a hard disk,over a
network,or by any other method it chooses,as long w it otherwise complies with the restrictions and limitations of this PSLA. Subscriber may make a reasonable number of copies of
the Software subject to the limitations on use specified in this PSLA.Subscriber shall not provide access to,display,circulate or otherwise disclose any of the Information or the
Software or the Platform to any person except employees or contractors of Subscriber who have agreed,for the benefit of J.D.Power,to comply with the provisions of this paragraph 1
("Authorized Users'). Notwithstanding the foregoing,all support and maintenance by J.D.Power in connection with the Platform shall be for a period of one year from the date of
activation,and,with respect to the Software,one year from the date of invoice.Subscriber shall not use any of the Information or Software except as expressly permitted by this PSLA.
Subscriber shall cease using the Information and Software and at the end of the five-year period,and,with respect to the Platform,after the one-year,period,as applicable,for which it
is licensed and,upon the written request of J.D.Power,shall destroy or return to J.D.Power all copies of the Information and Software. Subscriber acknowledges and agrees that the
Information is disclosed to Subscriber in confidence,portions of which are protectable as a trade secret of J.D.Power.
2. CHARGES
Subscriber shall pay the subscription fees for the Information,Software and Platform and the fees for all other services ordered from J.D.Power(collectively,the"Services").
Consulting support for the Services is limited to the amount specified by the specifications for such Services;additional charges apply for additional support.
3. DISCLAUVIEROF WARRANTY
Although J.D.Power shall use all reasonable efforts to provide accurate and reliable Services under this PSLA,neither J.D.Power nor any of its licensors of Information or
Software or Platform included in the Services warrants the adequacy or accuracy thereof. J.D.POWER AND ITS LICENSORS PROVIDE THE SERVICES AS IS AND HEREBY
DISCLAIM ALL WARRANTIES,WHETHER EXPRESS,IMPLIED OR STATUTORY,AS TO THE SERVICES OR THE RESULTS TO BE OBTAINED FROM THE USE
THEREOF,INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
4. INFRINGEMENT;INDEMNITY
J.D.Power shall indemnify Subscriber with respect to all losses or damages incurred by Subscriber,including reasonable attorney's fees,as a result of any claim against Subscriber
that the Services furnished by J.D.Power and used by Subscriber as provided by this PSLA infringe any copyright or other proprietary rights of a third party,provided that J.D.Power is
given prompt written notice thereof and has sole control of the defense and settlement of such claim. in the event of such claim,J.D.Power shall have the right to terminate this PSLA
with respect to the allegedly infringing Services by giving written notice to Subscriber and by refunding to Subscriber the prorata share of any prepaid charges relating to such infringing
Services.
5. LIMITATION OF LIABILITY
J.D.Power shall have no liability to Subscriber for any damages resulting from any interruptions,delays,inadequacies,errors or omissions relating to the Services or from the loss
of Subscriber data or otherwise. IN NO EVENT SHALL J.D.POWER HAVE ANY LIABILITY,WHETHER ARISING IN CONTRACT,TORT OR OTHERWISE,FOR LOST
PROFITS OR ANY INDIRECT,SPECIAL,PUNITIVE,CONSEQUENTIAL OR INCIDENTAL DAMAGES,WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF I.D.
POWER EVEN IF J.D.POWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING,J.D.POWER'S MAXIMUM
LIABILITY TO SUBSCRIBER FOR ANY DAMAGES WITH RESPECT TO THE SERVICES OR UNDER THIS PSLA SHALL NOT EXCEED THE AGGREGATE TOTAL FEES
PAID BY SUBSCRIBER TO J.D.POWER UNDER THE INVOICE FOR THE SERVICES.
6. INJUNCTIVE RELIEF
Subscriber acknowledges that J.D.Power cannot be adequately compensated in money damages for the consequences of a breach hereof,and agrees that J.D.Power,in addition to
its other remedies hereunder in the event of any disclosure in violation of Section 1 hereof,shall be entitled to an order enjoining any further breach hereof.
7. OTHER MATTERS
(a)Amendment. No waiver,alteration or amendment of any provision of this PSLA or any J.D.Power price quoted for the Services shall be effective unless agreed in writing by
an authorized representative of both parties.
(c) Assignment. Neither this PSLA nor any of the Information may be assigned or otherwise transferred by Subscriber,in whole or in part,without the prior written consent of J.D.
Power. J.D.Power may assign this PSLA,in whole or in part,to any affiliate or to any successor by acquisition or merger of J.D.Power or the business operations to which this PSLA
relates. The parties'rights and obligations under this PSLA will bind and inure to the benefit of their permitted successors and assigns.
(d)Entire Agreement. This PSLA,including all exhibits,and any confidentiality or nondisclosure agreement between the parties that covers this PSLA,constitute the complete,
final and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements,understandings and
negotiations of the parties. The terms of any purchase order or other document issued by the Subscriber in conjunction with this PSLA shall be of no effect and shall not in anyway
extend or amend the terms and conditions of this PSLA unless those terms are expressly accepted in writing by both parties.
(e) Compelled Disclosure. Information maybe disclosed by Subscriber solely to the extent required by subpoena,court order,the Texas Public Information Actor other operation
of law(each a"Compelled Disclosure'),provided that Subscriber has given notice to I.D.Power. if disclosure is required notwithstanding Subscribers efforts to resist such disclosure,
Subscriber shall limit the disclosure to the minimum necessary to comply with such Compelled Disclosure.
(t) Survival. Sections 1,3,4,5,6 and 7 shall survive termination of this PSLA.
(g) Counterparts and Execution. This PSLA may be executed in two or more counterparts,each of which shall be deemed an original but all of which together shall constitute one
and the same instrument. Facsimile,Portable Document Format(PDF),or photocopied signatures of the Parties will have the same legal validity as original signatures.
IN WITNESS WHEREOF,the parties have caused this PSLA to be executed by their respective duly authorized representatives as set forth below:
Subscriber
Signature: Date:
Printed Name:
Title:
J.D.Power
Signature:qwzDate: 10/22/1
Printed NL
: Jeff Conklin
Title:VP, Utilities and Telecom
I
Exhibit G-1—STATEMENT OF SYNDICATED SERVICE FEES
J.D.Power Purchase of Services and License Agreement--Exhibit G
Statement of Syndicated Service Fees
Account Name: I Cityof Fort Worlt Mmm J.D.Power Contact Brian Lawrence
This Exhibit G is governed by and made part of the J.D.Power Purchase ofServlces and License Agreement('PSLA')to which this Exhibit G is attached.Any changes to this ExhibitG or the PSLA must be
agreed upon in writing by both parties.
U tier r n orma on InvoiceAddress:Please complete if different from Subscriber Information
Company: City of Fort Worth Company:
Name: Kara Shuror Name:
Address: 908 Monroe St Address:
City,St,ZIP,Country:Fort Worth,TX 76102 City,St,ZIP,Country:
VAT No: VAT No:
Email: kara.shuror@fortworthgov.org Email:
Phone: 817-392-8819 Phone:
Fax: Fax:
u Sc er agrees o putt ase efollowing products anci services trom J.D.Power.
Access Period SelectCurrency: jUSD
Year Months Study(les)or Other Service(s)/Deliverable(s) Begin Date End Date PriceWa2019 12 ter Utility Customer Satisfaction Study May 18,2019 May 16,2020 33,000.00
u is a es su )ec o change
= X08 on fz: a�
Billing scriedule and Terms:Type an n the appropriate box for one billing option only
In Full(100%)Upon Execution: 0 50%Upon Execution 150%Upon Delivery: 0 In Full(100%)Upon Delivery: 0
Study or Other Service 1 Deliverable Invoice Date Invoice Amount
Invoice full amount upon delivery
2019 Water Utility Customer Satisfaction Study Upon Delivery 05118119 USD 33,000.00
'Publish dates subject to change
Total Invoice Amount 33,000.00
Payment is due upon receipt of mvolce(s).J.D.Power may charge Subscriber for any shipping costs for material supplied to Subscriber.Subscriber agrees to pay any Federal,State or Local sales,use or
other taxes that maybe applicable.J.D.Power reserves the right to assess a late charge at the maximum lawful annual rate not exceeding 18%on all undisputed amounts payable under this Exhibit G which
Subscriber has not paid within 80 days of the date of invoice.J.D.Power also may suspend any oral(Services as long as any amount owed remains unpaid.
$e o urc ase ers:Check one option-.eri era or )--only and provide P.O.number if applicable
(a)Subscriber will f will not issue a specific Purchase Order for the value of this Exhibit G to the PSLA.
(b)Subscriber will include the products and services to be purchased hereunder within an existing or new blanket Purchase Order and will
subsequently issue a specAc P.O.or release for the value of this Exhibit G to the PSLA.
The specific or blanket Purchase Order numberis
If a specific or blanket purchase order is issued,the terms and conditions contained in the PSLA,Induding this Exhibit G,represent the entire Agreement and supersede any terms and conditions that may be
Included in the Purchase Order.If a Purchase Order will not be issued,the undersigned represents that they have the authority to bind Subscriber for the full value as well as the terms and conditions of the
PSLA,Including this Exhibit G.
J.D.Power reserves the right in its sole discretion to modify or discontinue the publication or release of any of its syndicated studies and also reserves the right to grant,or not grant,awards for any
Sludy(les).
Accepted by Subscriber. Pccepted by J.D.Power
Signature 1 r
Jeff Conklin
Prim Name Print Name
VP_ Utilities and Telecom
Title Title
10/22/18
Dale Date
Please sign and return this form,along with a copy of any above referenced Purchase Order to Breann Guefin
via fax or via email breann.quednffidoa.com
J.D. POWER
5/21/2018 Proposal for City of Ft. Worth
Syndicated Research
J.D.Power's syndicated research is an accurate barometer of how well an industry is listening to the voices of
its customers.
Using this customer data,J.D. Power is able to determine the factors that comprise overall satisfaction,as well
as the relative importance of those factors. In addition,each factor is comprised of numerous attributes that
provide additional diagnostic capability.
The purpose of syndicated customer satisfaction research is to:
• Establish competitive benchmarks for quality and customer satisfaction
in a variety of industries emill I • _ _
• Identify the strengths and weaknesses of individual companies within an - • • •
industry with regard to productquality and customer satisfaction • • • •
• Provide specific recommendations on how individual companies can improve • r
their quality and customer satisfaction levels
Water Study Deliverables
• Expert analyst briefing
o Insights into key industry trends and study findings,allowing your Utility to maximize
performance and create a highly satisfying customer experience
• Results delivered via SPSS Data File.
• Industry detailed findings:Competitive performance overview by factor
• Access to a personalized competitive data set
o Allowing you to see how your Water Utility stacks up against competitors,the industry,and
the highest performers across the six study factors at both the Regional and National level
• An on-site executive presentation with management insights,which include:
o Customized strategic recommendations
o Study results
o Ongoing best practices
o Analyses of high-performing Water Utilities
Investment for 2019 Water Satisfaction Study$33,000
JD Power Brian Lawrence brian.lawrence aeifta.com 732-637-3723
SS No.:S518-434824
J.D. Power
IN WIITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this/4//--day
of Ajj&�L�2018.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACTOR:
By: By: dall P-.-O
Name: Jesus Chapa NanW WJonklin—
Title:Assistant City Manager Title: Vice President
Date: Date: p k
APPROVTICNDED:
By:
Name: Chris Harder
Wates rx: RT
0.........
Title: W a ei L.11reLA01
ATTEST
By:
M4 Kays
City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Matt Murray
Title:Assistant City Attorney
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
LL
ensuring all perfoirrinance and rep rting requirtments.
Nam ie Wright
Tit dministrative Service ordinator
OFFIMAL RECORD
07,VSECRETARY
FT. WORTH,TX