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Contract 52226
CITY SECRETARY CONTRACT NO. 5 a a a APR 26 701% CONTRACTOR SERVICES AGREEMENT Cyr,OF ORYWOR'M (OEM) WEMCO EQUIPMENT AND PARTS 0SECREtA�Y SOLE SOURCE This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Jay Martin Company, Inc. ("Contractor"), an entity authorized to perform work in Texas, acting by and through its duly authorized President. This Agreement shall be effective as of the Effective Date established herein. AGREEMENT DOCUMENTS: The additional documents comprising this Contractor Services Agreement shall include the following: 1. Attachment A — The City's project description, general terms, conditions and other requirements in Parts I-IV including their respective attachments; 2. Attachment B — Contractor's Response to City's request for sole source pricing and negotiated changes to Attachment A, Parts I -IV, if any ; 3. Attachment C — Verification of Signature Authority Form (Attachment A, Part IV, Attachment D). Attachments A, B and C, are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Attachments A or B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES Contractor hereby agrees to provide (OEM) Wemco pumps and installation services for the City of Fort Worth Water Department as per Attachments A and B which more specifically describe the services to be provided hereunder. ' 2. TERM This Agreement is effective as of the date subscribed below by the City's designated Assistant City Manager ("Effective Date") and shall expire upon the completion of the work or 365 days from the Effective Date("Expiration Date"). 3. COMPENSATION City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B. Total payment made under this Agreement per term shall be the amount of $91,884.00 ("Contract Amount"). Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. OFFFICIAL RtECORD SOLE SOURCE..-Jay Martin C ompar:y, Inc.Wemcc Pumps CI° ®pa�496TARY Contractor Services Agreement F� �QRT�� �� 4. TERMINATION/CANCELLATION Termination: The City reserves the right to terminate this agreement, or any part hereof, with or without cause, for its sole convenience. The City shall deliver to Contractor a written "Notice of Termination" specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. The Contractor shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the reasonable satisfaction of the City, incurred as a result of the termination. In no event shall the total of all amounts paid to the Contractor under this section exceed the price stated in the Agreement. The Contractor shall not be reimbursed for any profit which may have been anticipated, but which have not been earned up to the date of termination. Cancellation: City shall have the.sole right to cancel this contract prior to the commencement of work should there be a change in the need for the product or services as determined by the Department Head or his/her Assistant City Manager. Non-Appropriation of Funds: In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then City will immediately notify Contractor of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights and privileges and work performed under this Agreement, and not as an agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of SOLE SOURCE—Jay Martin Company, inc.11hernco Puwps Page 2 of 10 Contractor Services Agreement this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, Contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City shall in no way be considered a co-employer or a joint employer of Contractor or any officers, agents, servants, employees or subcontractor of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractor of Contractor shall be entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. 7. LIABILITY AND INDEMNIFICATION LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8. ASSIGNMENT Contractor shall not assign any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 9. INSURANCE Contractor shall provide City with certificate(s) of insurance documenting policies of the types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement as provided for in Attachment A, Part IV,Attachment C. 10. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, SOLIE,SOURCE--Jay Martin Ccrnpany, Inc.VVemco Pumps Page 3 of 10 Contractor Services Agreement ordinances, rules and regulations as set forth in Attachment A, Part III, Section 14. If City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 11. NON-DISCRIMINATION COVENANT Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law, including Chapter 17, Article III, Division 3 of the Fort Worth Code. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12. NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by electronic means with electronic confirmation of the transmission, or(3) received by the other party by united States Mail, registered, return receipt requested, addressed as follows: To CITY: To CONTRACTOR: City of Fort Worth Contractor business name Attn: Darla Morales Parts Material Supervisor _�f3 l►1 A'2T/1✓ 4 /NC 200 Texas Street Fort Worth, TX 76 1 02-63 1 4 _ Email: C)arla.Morales�fortworthtexas.gov Phone:_9 4-7- -71 — �g Phone: 817-392-4932 Facsimile: 'ef"7 -571 — DS Facsimile: (817)392-8654 Email: 4 rtt/_Go �., With copy to Fort Worth City Attorney's Office at same address 13. SOLICITATION OF EMPLOYEES Neither City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who independently responds to a general solicitation of advertisement of employment by either party. 14. GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. SOLD:'SOURCE-.lay Martin Comcpar:v, lnc.IiN'e Ica�IurrpJ3 Page 4 of 10 Contractor Services Agreement 1 15. NO WAIVER The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW/VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE , City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to,acts of the public enemy,fires, strikes, lockouts,natural disasters,wars,riots,material or labor restrictions by any governmental authority and/or any other similar causes. 19. AMENDMENTS/MODIFICATIONS/EXTENSIONS No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 20. ENTIRETY OF AGREEMENT This Agreement, including its attachments and exhibits, contains the entire understanding and agreement between City and Contractor, their respective assigns and successors-in-interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. WARRANTY Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. Contractor warrants that it will perform all services under this contract in a safe, efficient and lawful manner using industry accepted practices, and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services under this contract. Additional specific warranty provision are found in Attachment A, Part II, Section 9. All warranty provisions shall survive the expiration of this Agreement. City shall give written notice of a breach of any warranty within thirty (30) days from the date that the cause for same is discovered. SOLE SOURCE—Jay Martin Cornpar:y. lw—Wert=Pumps Page 5 of 10 Contractor Services Agreement 22. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Contractor 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) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 23. LICENSES AND PERMITS + Contractor certifies that on the day work is to commence under this contract, and during the duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this contract. Contractor also certifies that if it uses any subcontractor in the performance of this agreement, that such subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this contract. 24. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 25. REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have had an opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting'party shall not be employed in the interpretation of this Agreement or its attachments. 26. COUNTERPARTS This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 27. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Attachment D. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. SOLE SOURCE—Jay Martin Corn.-any, Inc.Wemnco Pumps Page 6 of 10 Contractor Services Agreement i ACCORDINGLY, the parties hereto have duly executed this Agreement and established the Effective Date as being the date subscribed by the City's designated Assistant City Manager. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACTOR: By: . Na e: Jesus J. Chapa By: a Martin Company,Inc. Assistant City Manager Name: J-;'►'Y MA-+-T"n/ bTitle: Prc 5%�c•- Date: (1 1 Date: APPROVAL RECOMMENDED: By: 11L Name: Chris Harder Title: Water Department Director -` OR T� ATTES By: ar Mary J. Kayser it City Secretary APPRI D A RM AND LEGALITY:""'"—MftRACT COMPLIANCE MANAGER: y By signing I acknowledge that I am the person By: -- responsible for the monitoring and N me: ouglas ack _ administration of this contract, including Title: Sr. Assistant City Attorney ensuring all performance and reporting CONTRACTAUTHORIZATION: requirements. M&C: Date: 1295# By: Name: Darla Morales Title: Parts Material Supervisor 0HICIAL RECORD Qn' . E iR 'fARY U SOLL SOURCE-Jay Martin Compar:y, Inc,Wernco Pumps Page o 10 Contractor Services Agreement WORTH,TX ATTACHMENT A CITY'S SCOPE,TERMS AND CONDITIONS (Inserted behind this page as modified) a SOLE SOURCE—Jay Martin Company, Inc.Wemco Pumps Page 8 of 10 Contractor Services Agreement ATTACHMENT A TO SOLE SOURCE CSA PART - I SCOPE OF SERVICEWSPECIFIC PROJECT INFORMATION 1.0 SCOPE 1.1 The Scope of Services and Product Specifications shall be as attached to Part I-A. 1.2 All items supplied resulting from this bid shall be of recent production, unused, and suitable for their intended purpose. 2.0 TERM This is a one-year agreement or completion of the work, whichever occurs first. There are no renewals. 3.0 MWBE GOAL A goal of-,_,_N/A_,_% MBE participation has been established due+to this being a sole source procurement. 4.0 SCHEDULE AND ADDITIONAL BID REQUIREMENTS Schedule of Events: Anticipated Award of Contract Date April 30, 2019 5.0 RESERVATIONS In order for the City to receive adequate coverage on its services needs, the City expressly reserves the following rights: 6.1 to waive as an informality, minor deviations from specifications provided they do not affect competition or result in functionally unacceptable goods or services; 6.2 to specify approximate quantities in the Scope;and/or 6.3 to procure any item by other means. SOLE SOURCE—OEM Wemco Pumps Page 1 of 19 PW Sole Source T&C issued April,2019 PART I-A CITY SPECIFICATIONS/SCOPE OF WORK For (OEM) WEMCO EQUIPMENT AND PARTS 1.0 Intent. The intent of these specifications is to describe the minimum requirements of an annual agreement for the purchase of OEM Wemco pumps, and replacement components and/or parts. 2.0 Purpose. The Water Department/Wastewater Treatmeht plant currently has numerous Wemco pumps throughout the facility and a Wemco Hydrogritter Dewatering System in service at the plant. This contract will be utilized to obtain replacement parts to repair the existing units on the plant and if repairs are not feasible, replacement of those OEM units. 3.0 Document(s). Letter from Manufacture, Weir Specialty Pumps stating Jay Martin Company, Inc. as an authorized representative for the DFW area. List of high usage replacement parts and new pumps for pricing purposes only. 4.0 Requirements. 4.1 The vendor must provide OEM Wemco pumps, replacement parts and components. 4.2 The vendor must provide a maximum turn around time on purchase of pumps and parts. 5.0 Warranty. All items offered shall carry the standard warranty of the manufacturer. Other warranty terms as contained in the Contractor Services Agreement. 6.0 Duration of Agreement. The duration of this agreement shall be one (1) year from the date of approval or completion of the work. Contractor shall remain obligated to the city under all clauses of this contract that expressly or by their nature extend beyond and survive the expiration or termination of this contract. 7.0 Prices. 7.1 Prices offered shall be firm for a period of twelve (12) months from the date offered. SOLE SOURCE—OEM Wemco Pumps Page 2 of 19 PW Sole Source T&C Issued April,2019 1 7.2 Prices will include all associated costs of delivery. 8.0 Quantities. The actual quantities may vary according to the needs of the City. The City is only obligated to pay for items actually ordered by an authorized City employee and then received as required by the City. 9.0 Invoices. Invoices shall be submitted to the ordering department. Purchase order number and release number must be placed on all invoices. 10.0 Delivery. Deliveries to be made to the Village Creek Wastewater Treatment Plant located at 4500 Wilma Lane, Arlington, Texas, 76012 between the hours of 7:00am and 4:00pm only. 11.0 Termination and Cancellation. This agreement may be canceled or terminated in accordance with the Contractor Services Agreement ("CSA"). Conditions for the termination of a contract also include: 1) Failure to deliver OEM pumps and parts. 2) Failure to comply with any portion of the specifications. 3) Vendor assigns contract to another vendor without prior written authorization of the City of Fort Worth. 12.0 Insurance and Bonds. 12.1 Certificates of Insurance. Contractor must provide Certificates of Insurance in the amounts and for the coverages required as stated in the CSA. 12.2 Payment and/or Performance Bonds. When Payment and/or Performance Bonds are required as per Texas Government Code Chapter 2253, et seq., as amended, the Contractor must provide the bonds in the amounts and on the conditions required, within 14 calendar days after notification of award, or as otherwise required. 13.0 Certificate of Interested Parties Form 1295. If the CSA must be awarded by the City Council before execution, the Contractor is required to complete the Certificate of Interested Parties Form 1295 and submit the form to the Purchasing contact listed in the CSA before the contract will be presented to the City Council. The form may be completed at: hops://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. 14.0 Cooperative Purchasing. 14.1 Should other governmental entities decide to participate in this contract, bidder, shall indicate in their proposals whether they agree that all terms, conditions, specification, and pricing would apply. SOLE SOURCE—OEM Wemco Pumps Page 3 of 19 PW Sole Source T&C Issued April,2019 s 14.2 If the Contractor agrees to extend the resulting contract to other governmental entities, the following shall apply: Governmental entities within utilizing Contracts with the City of Fort Worth shall be eligible, but not obligated, to purchase material/services under this contract. All purchases by governmental entities other than the City of Fort Worth shall be billed directly to that governmental entity and paid by that governmental entity. The City of Fort Worth shall not be responsible for another governmental entity's debts. Each governmental entity shall order its own material/services as needed. 15.0 Proprietary Information. 15.1 All material submitted to the City becomes public property and is subject to the Texas Open Records Act upon receipt. (See Attachment A, Part 111, Sec. 3.0) 15.2 If Contractor does not desire proprietary information in the bid to be disclosed, each page must be identified and marked proprietary at time of submittal. The City will, to the extent allowed by law, endeavor to protect such information from disclosure. The final decision as to information that must be disclosed lies with the Texas Attorney General. 15.3 Failure to identify proprietary information will result in all unmarked sections being deemed non-proprietary and available upon public request. SOLE SOURCE—OEM Wemco Pumps Page 4 of 19 PW Sole Source T&C Issued April,2019 PART - 11 SPECIFIC TERMS AND CONDITIONS 1.0 CHANGE IN COMPANY NAME OR OWNERSHIP The Contractor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 2.0 INVOICING REQUIREMENTS 2.1 All invoices should be submitted directly to the contracting Department. It is the responsibility of the Contractor to obtain the name and contact information of the Department's project manager to whom invoices shall be submitted. 2.2 A properly prepared invoice shall be typewritten or computer printed and shall include the Contractor's name, phone numberlemail address, federal tax identification number, Sole Source number or invoice number, address, date, service or item description, unit price, extended cost, and City issued purchase order number. Incomplete or inaccurate invoices may result in delayed payments, as they shall be returned to the Contractor for correction and re-submittal. 2.3 Under no circumstances will the City be responsible for goods or services provided without an Agreement signed by an authorized city representative. 3.0 UNIT PRICE ADJUSTMENT 3.1 The unit prices may be adjusted for increases or decreases in Contractor's cost during a renewal period but not before the effective date of a renewal and only upon written request from the Contractor. 3.2 The Contractor must submit its price adjustment request, in writing, at least 60 days before a renewal effective period. The Contractor shall provide written proof of cost increases with price adjustment request. 3.3 If the City does not accept the proposed rate increase, the City reserves the right to adjust the rate request, or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. 3A Prices adjusted with a renewal, shall remain firm for each correlative term of the Agreement. 3.5 Upon expiration of the Agreement term, Contractor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of this Agreement. 3.6 Goods and/or services shall not be suspended by the Contractor without a 30 day prior written notice to the City. SOLE SOURCE—OEM Wemco Pumps Page 5 of 19 PW Sole Source T&C issued April,2019 4.0 QUANTITIES The quantities listed on the Part I-A Bid Solicitation Form are estimatLs and do not indicate intent to purchase a certain amount or any amount The City of Fort Worth is obligated to pay for only those materials and services actually ordered by an authorized City employee and then received as required and accepted by the City. 5.0 INSURANCE REQUIREMENTS Insurance requirements are found in Part IV,Attachment C. A valid certificate of insurance shall be provided with the signed Agreement. Failure to provide such information within five (5) calendar days thereof may be grounds for termination of the Agreement. Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 6.0 COMPLAINTS Complaints processed through the City Purchasing Division are to be corrected within fourteen (14) days of formal notice of complaint. Written response to the Purchasing Division is required. Failure to properly resolve complaints within the fourteen (14) calendar day time period may result in the cancellation of the applicable line item(s) in the price agreement. 7.0 SUBCONTRACTING Subcontracting of the work under this Agreement will be allowed provided Contractor notifies the Project Manager at least 24 hours in advance. If Contractor intends to engage a subcontractor(s) to perform any of its obligations herein, subcontractor(s) shall agree to be bound by the duties and obligations of Contractor under the Contract as such duties and obligations may apply. Contractor shall, upon request, provide City with a fully executed copy of any agreement making such subcontract. 8.0 DELIVERY 8.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the unit price. The person placing the order will provide delivery and billing information. No additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid by the City. 8.2 There may be instances when the Contractor may be asked to accelerate delivery of an order or services due to extenuating or emergency circumstances. When this occurs, the Contractor will be expected to provide this service at no additional cost. 8.3 In the event the Contractor is unable to meet the original delivery date(s), the City must be contacted immediately, but prior to the due date, and seek an 'extension of delivery time. Failure to comply with the delivery terms may be grounds for canceling order(s) or services, or the entire Agreement. 8.4 Delivery tickets must include the City's Blanket Order Number and the ordering department's Release Number. SOLE SOURCE—OEM Wemco Pumps Page 6 of 19 PW Sole Source T&C issued April,2019 8.5 Delivered items that are determined to be defective or not meeting bid specifications shall be picked up and replaced by the Contractor, or the Contractor's designee, at no cost to the City. If the item (s) are not picked up within one (1) week after notification, the item shall become a donation to the City for disposition. 8.6 Material Safety Data Sheets (if applicable) 8.6.1 A Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or mixture containing such substance, pursuant to Revised Statutes Annotated (RSA) Chapter 277-A (277-A), shall accompany each delivery. Delivery of toxic or hazardous substance or mixtures containing such substance without MSDS sheets shall not be accepted. Delivered containers shall be properly labeled pursuant to RSA 277-A. 8.6.2 Failure to submit the required MSDS sheets and/or label each container in accordance with RSA 277=A, shall place the Contractor in non-compliance and shall result in civil or criminal penalties. The Contractor furnishing substances or mixtures subject to RSA 277-A, is responsible for adhering to and being in compliance with this law. Failure to comply with RSA 277-A, shall result in the cancellation of an order. 9.0 WARRANTIES 9.1 The Contractor shall provide a warranty to include at a minimum, but not limited to the following: 9.1.1 In addition to any other warranties in this contract, the Contractor warrants that all work and products supplied under this agreement conforms to the agreement requirements and is free from any defect in workmanship, equipment, material, or design furnished by the Contractor or any supplier at any tier. 9.1.2 Contractor agrees to repair or replace promptly, on a one-for-one basis without additional cost to the City of Fort Worth, any and all defective work and products. The �. City defines "prompt' repair or replacement to be within twenty- four (24) hours after notification by authorized City personnel. 9.1.3 This warranty shall continue for a period of 90 days from date of acceptance of products and work by the City. 9.1.4 The Contractor shall remedy at the Contractor's expense any non-conforming or defective products or work. In addition, the Contractor shall remedy at Contractor's expense any damage to real or personal property owned by the City of Fort Worth, when that damage is the result of a defect of products furnished. 9.1.5 The Contractor's warranty with respect to products; repaired or replaced will run for 90 days from date of installation and acceptance of suchby the City. 9.1.6 The City of Fort Worth shall notify the Contractor, within a reasonable time after the discovery of any failure, defect, or damage. 9.1.7 If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, the City of Fort Worth shall have the right to replace, repair, or otherwise remedy the failure, defect, or damage at the Contractor's expense. 9.1.8 This warranty shall not include failures attributable to accident, fire, or negligence on the part of City personnel. 9.2 With respect to all warranties, expressed or implied, from manufacturers, or suppliers for work performed and materials furnished under this contract, the Contractor shall: SOLE SOURCE—OEM Wemco Pumps Page 7 of 19 PW Sole Source T&C Issued April, 2019 9.2.1 Obtain all warranties that would be obtained in normal commercial practice; 9.2.2 Enforce all warranties for the benefit of the City of Fort Worth. 10.0 PRICE WARRANTY 10.1 The price to be paid by City shall be that contained in Contractor's proposals which Contractor warrants to be no higher than Contractor'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 Contractor breaches this warranty, the prices of the items shall be reduced to the prices contained in Contractor's proposals, or in the alternative upon Contractor's option, Contractor shall have the right to cancel this contract without any liability to Contractor for breach or for Contractor's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Contractor may have in law or equity. 10.2 Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Contractor for the purpose of securing business. For breach or violation of this warranty, City shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 11.0 PRODUCT WARRANTY Contractor shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Contractor. Contractor warrants that the goods furnished will conform to City's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Contractor, if any, In the event of a conflict between City's specifications, drawings, and descriptions, City's specifications shall govern. 12.0 SAFETY WARRANTY Contractor warrants that the product sold or services provided to City shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product or services do not conform to OSHA standards, City may return the product for correction or replacement at Contractor's expense or City may terminate the contract. In the event Contractor fails to make appropriate correction within a reasonable time, any correction made by City will be at Contractor's expense. Where no correction is or can be made, Contractor shall refund all monies received for such goods or services within thirty (30) days after request is made by City in writing and received by Contractor. Notice is considered to have been received upon hand delivery, or otherwise in accordance with the Notice provisions of this contract. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 13.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 13.1 If applicable to the services being provided, the CONTRACTOR warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each Individually referred to as a "Deliverable" and collectively as the "Deliverables,")do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. SOLE SOURCE—OEM Wemco Pumps Page 8 of 19 PW Sole Source T&C issued April,2019 t 13.2 If applicable to the services being provided, CONTRACTOR shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 13.3 If applicable to the services being provided, CONTRACTOR agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as CONTRACTOR bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, CONTRACTOR shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with CONTRACTOR in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, CONTRACTOR shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give CONTRACTOR timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate CONTRACTOR's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, CONTRACTOR shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make themlit non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to CONTRACTOR, terminate this Agreement, and refund all amounts paid to CONTRACTOR by the City, subsequent to which termination City may seek any and all remedies available to City under law. 14.0 SAFETY The Contractor shall be responsible for creating and maintaining its own safety plan meeting all federal, state, county or city laws, ordinances and regulations. 15_0 HAZARDOUS CONDITIONS The Contractor is required to notify the City immediately of Contractor's discovery of any hazardous conditions during performance of the services. City may suspend contractor's work for such reasonable time as is necessary to evaluate the possible hazardous conditions and to develop a plan for managing same. Contractor and City may negotiate a change order, if necessary, for Contractor to continue its work if the original conditions have materially changed due to the discovery of hazardous conditions. SOLE SOURCE-OEM Wemco Pumps Page 9 of 19 PW Sole Source T&C issued April,2019 PART - III GENERAL TERMS AND CONDITIONS 1.0 DEFINITION OF CIT The City of Fort Worth, its officers, agents, servants, authorized employees, contractors and subcontractors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF CONTRACTOR The consultant, service provider(s), supplier, or other provider of goods and/or services, its officers, agents, servants, employees, contractors and subcontractors who act on behalf of the entity which is engaged in a contract with the City. 3.0 PUBLIC INFORMATION , Any information submitted to the City of Fort Worth may be requested by a member of the public under the Texas Public Information Act. If the City receives a request for a Contractor's proprietary information, the Contractor listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Contractor believes that its information may not lawfully be released. If Contractor does not make arguments or the AG rejects the arguments Contractor makes, Contractor's information will be released without penalty to the City. 4.0 P80WIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of City shall have a financial interest, direct or indirect, in any contract with City or be financially interested, directly or indirectly, in the sale to City of any land, materials, supplies or services, except on behalf of City as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter) 5.0 ORDERS 5.1 No employees of the City or its officers, agents, servants, contractors or subcontractors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the City. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the City's Purchasing Division will place such orders. 5.2 Acceptance of an order and delivery on the part of the Contractor without an approved contract number, purchase order number, or release number issued by the City may result in rejection of delivery, return of goods at the Contractor's cost and/or non-payment. 6.0 CONTRACTOR TO PACKAGE GOODS If applicable to the scope of work, Contractor will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a) Contractor's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Contractor shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. SOLE SOURCE—OEM Wemco Pumps Page 10 of 19 PW Sole Source T&C issued April, 2019 1 TO SHIPMENT UNDER RESERVATION PROH1151TED Contractor is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. &0 T[ILE.AND RISK OF LQSS If applicable to the scope of work, the title and risk of loss of the goods shall not pass to City until City actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 PLACE OF DELIVERY If applicable to the scope of work, the place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 10.0 RIGHT OF INSPECTION If applicable to the scope of work, City shall have the right to inspect the goods upon delivery before accepting them. Contractor shall be responsible for all charges for the return to Contractor of any goods rejected as being nonconforming under the specifications. 11.0 SOFTWARE LICENSE TO CONTRACTOR If this purchase is for the license of software products and/or services, and unless otherwise agreed, Contractor hereby grants to City, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Contractor, and is licensed and provided to the City for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Contractor; however City may make copies of the software expressly for backup purposes. 12.0 OWNERSHIP OF WORK PRODUCT If applicable to the scope of work, Contractor agrees that City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"), Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. Contractor for itself and on behalf of its contractors hereby waives any property interest in such Work Product. 13.0 NETWORK ACCESS The City owns and operates a computing environment and network (collectively the "Network"). If Contractor requires access, whether onsite or remote, to the City's network to provide services hereunder, and the Contractor is required to utilize the Internet, Intranet, email, City database, or other network application, Contractor shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. SOLE SOURCE—OEM Wemco Pumps Page 11 of 19 PW Sole Source T&C Issued April,2019 14.0 LAWS, REGULATIONS, AND ORDINANCES The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County:laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement, the Contractor is required to comply with new policy. Any mandates requiring the City to comply with new guidelines will also require the Contractor to comply. 15.0 IMMIQRATIQN NATIONALITY ACT Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Contractor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 16.0 HEALTH.SAFETY,AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Contractor must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Contractor agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 17.0 RIGHT TO AUDIT Contractor agrees that the. City, or City's authorized representative, shall, until the expiration of three (3) years after final payment under this contract, and at no additional cost to City, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Contractor involving transactions relating to this contract, including any and all records maintained pursuant to Section 31 of this Agreement. Contractor agrees that the City shall have access, during normal working hours, to all necessary Contractor facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. City shall pay Contractor for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code. The City shall give Contractor reasonable advance written notice of intended audits, but no less than ten (10) business days. 18.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Contractor warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Contractor or any of its subcontractors. Contractor warrants it will fully comply with ADA's SOLE SOURCE—OEM Wemco Pumps Page 12 of 19 PW Sole Source T&C Issued April,2019 provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold City harmless against any claims or allegations asserted by third parties or subcontractors against City arising out of Contractor's and/or its subcontractor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 19.0 TIME TO CURE/DISPUTE RESOLUTION 19.1 If either City or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first provide a reasonable time to cure and then attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to cure, resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to cure or resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 19.2 A written notice to cure may be prepared giving the Contractor 14 calendar days to cure any deficiency. 19.3 In the event the Contractor continues with unsatisfactory performance, the department will promptly notify the appropriate Department Head who may take appropriate action to cure the performance problem(s). 19.4 All costs to cure incurred by the City shall be paid by Contractor within 30 days of Contractor's receipt of notice of same. 19.5 The Contractor will be paid only those sums due and owing under the agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are, or which may become, due and owing to the City. SOLE SOURCE—OEM Wemco Pumps Page 13 of 19 PW Sole Source T&C Issued April,2019 PART- IV ATTACHMENTS A-D (Behind this cover sheet are Attachments A-D) SOLE SOURCE—OEM Wemco Pumps Page 14 of 19 PW Sole Source T&C issued April.2019 ATTACHMENT - A CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIO ("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 httV://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Contractor name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the#4 box in all cases. (form follows) FORM 1295— Under the Texas Government Code, Ch. 2252.908, a contractor doing business with the City of Fort Worth with an initial contract value which requires city council approval will, unless otherwise exempted, be required to submit a Form 1295. See Part II, Sec. 9.4. a SOLE SOURCE—OEM Wemco Pumps Page 15 of 19 PW Sole Source T&C Issued April,2019 JAY MARTIN COMPANY, INC. QUOTATION 3825 Hillwood Way Bedford, U 76021 817-571-9494 * 817-571-9405 Fax Date: 3/8/2019 To: City of Fort Worth Village Creek WWTP Attn: Darla Morales Qty. Description Each Total Wemco 6"Model C,sin 11DWO8614-02 2 Complete Pump Replacement for Wemco Model C, 6x8, $20,458,00 $40,916.00 CW rotation (no motor or baseplate)in Hi-Chrome material 2 Complete Pump Replacement for Wemco Model C, 6x8, $20,458.00 $40,916.00 CCW rotation(no motor or baseplate)in Hi-Chrome material 1 Rotating Assembly(Please confirm rotation desired) $10,052.00 $10,052.00 , Terms: Net 30 TOTAL $91,884.00 Delivery: 10-12 weeks Jay Martin Company, Inc. Freight:Included Quoted prices are good for:60 days Make purchase order to: Jay Martin Company, Inc. ZA ed Signature i CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questlionnalre reflects changes made to the law by H.B. 23, 84th Leg. Regular Session. OFRCE'USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code, C1810 R9CAiVed 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 tees,this questionnaire must be filed with thareccordsadministrator of the Eons governmental entity not later than the 7tli business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1),Loral Government Code. A vendor corranits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. !J Name of vendarvrho has a business etattonshlp with local govemrrren�l entity. A/ o G 21 Check this box if you are filing an update to a previously filed questionnaire. ( be 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 fled questionnaire was Momplete or inaccurate.) 3 Name of local government officer about whom the information In this section Is teeing dfsclo!.--d. Name of Officer This section (item 3 in utiing subparts A, B,C, & D) trust be completed for each officer with whom the vendor has an employment or other business relationship as diAned by Section 176.001(1-a),Local Government Coda Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving-or Hkeiy to receive taxable irenme,other than investment income, from the vendor? F1 Yes EJ No B. Is the vendor receiving or likely to receive taxable ir=me,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? E7 Yes E7 No G, is the filer of this questionnaire arnpioyed by a corporation or other business entity with respect to which the focal government officer serves as.an officer or director,or holds an ownership interest.of one percent or snore? FYes F--] No O. Oescribe each employment or business and tamiiy relationship with the local government officer named in this section. Sig7t re of ye- dor icing business with€tie governmental entity Date Adopted 8,712015 SOLE SOURCE—OEM Wemco Pumps Page 16 of 19 PW Sole Source T&C Issued April,2019 t ATTACHMENT - S CONTRACTOR'S CONTACT INFORMATION Bidder's Name: JAY M -e--rl 04). /lG1 _ ./� Bidder's Local Address S 911K1xsrQ (/}/ay r f-�e�T'z�rcQ ?-Y, 7Za2-/ Phone: g)7 — 57/--q 4 114 Fax: _ 17-S7t-1 S4�S Email:�d rn a/-Ln c-D`Ar,r cn v, Ly Name of person assigned specifically for this Agreement: Name/Title J_3-y M ar jb n Phone: Fax: Y 17 -S 7) _7�/y S Email: J-nr�L �' �rtytC['1 V. Ld ►� Name of persons for renewal information and/or billing questions: Name/Title h h I Phone: Q 17- 57/ —`7��ri Fax: 71 -9 V,JS Email: rrt 2 rT7 Y2 Q Ci rrn e—^,V. C..0 Name/Title Phone: Fax: Email: " '. �. r // -u Ge �y M%� 77 r, f ignatur Printe Name Date SOLE SOURCE-OEM Wemco Pumps Page 17 of 19 PW Sole Source T&C issued April,2019 ATTACHMENT- C INSURANCE (Behind this page are the City's standard insurance requirements) SOLE SOURCE—OEM Wemco Pumps Page 18 of 19 PW Sole Source T&C issued April,2019 ATTACHMENT D VERIFICATION OF SIGNATURE AUTHORITY FORM Contractor Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an updated Form within ten (IU) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Contractor. 1. Name: 7Al /n/+Ri in/ Position: Sigrffe 2. Name: Position: Signature 3. Name: Position: Signature Name: OZr4-4 � A Sig t re of APtesident/CEO Other Title`: Date: T -24 �f SOLE SOURCE-OEM Wemco Pumps Page 19 of 19 PW Sole Source T&C Issued April,2019 EXHIBIT CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of the Project. If Insured owns no vehicles, coverage for hired or non-owned is acceptable. Insured waives all rights against City and its agents, officers,directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella Liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. c. Workers' Compensation—Insured shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability CFW Standard Insurance Requirements Page 1 of 3 Rev. 10.03.18 insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease- policy limit $100,000 disease-each employee Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Engineer pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — If appropriate, Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for three (3) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier.An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term City shall include its employees, officers, officials, and agents as respects the contracted services.Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the CFW Standard Insurance Requirements Page 2 of 3 Rev. 10.03.18 t specified amounts of insurance required herein. d. 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. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10)days'notice shall be acceptable in the event of non-payment of premium. f. 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. g. Any deductible or self-insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first-dollar basis, City, at its sole discretion,may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Contract Compliance Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims- made basis, shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages,whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. 1. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 10.03.18 ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMlD°fYYYY) 0112 812 01 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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 NAME C' Eveyn Chaney ' Texas Insurance Group,Inc. PHONE N Ext: (817)268-1680 AX NQ; (817}26&3108 428 Harwood Road A,MAIL : eveyn@tig.net INSURER(S)AFFORDING COVERAGE NAIC N Bedford TX 76021 INSURER A I ONO Security Ins Comp 24082 INSURED INSURER B: Ohio Casualty Ins Comp 24074 Jay Martin Company Inc INSURER C: Texas Mutual Insurance Company 22945 3825 Hillwood Way INSURER D: INSURER E: Bedford TX 76021 INSURER F COVERAGES CERTIFICATE NUMBER: Master 19-20 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 CONTRACTOR 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. ILTR TYPE OF INSURANCE IN WVD POLICY NUMBER MMIDOIYYYY MMIODN R YYY LIMITS EX COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 REN - 1,000,000 CLAIMS-MACE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 15,000 A BKS57122509 0211812019 02118/2020 PERSONAL 6 ADV INJURY $ 1,000,000 GEN'LAGGREGATE UMTAPPLIES PER: GENERAL AGGREGATE. 3 2,000,000 POLCY ®JECTT LOD PRODUCTS-COMPIOPAGG $ 2.000,000 OTHER Owners or Lessees $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 Ea arxidaN) ANY AUTO BODILY INJURY(Per person) $ a A OWNED SCHEDULED BAS57122509 02 I812019 02/181'2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ HIRED NON-OWNED PROPERTY DAMAGE $ IX AUTOS ONLY X AUTOS ONLY Per accidentl X UMBRELLA LIAB OCCUR - EACH OCCURRENCE $ 1,000,000 B EXCESS UAS cI+JMs MADE US057122509 02/18/2019 0211812020 AGGREGATE $ 1,000,000 DED X R'TENTION$ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y r N X STATUTE ER _ 1,000,000 C OFFICER EMB R/PARTNERIEXECUT`VE Q NIA 0001283664 0212'r(2019 02/27/2020 E.L EACH ACC:DEN7 $ (Mandatory inN ) EXCLUDED? 1,000,000 {Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ It yea,descnba under 1,000,000 DESCRIPTION OF OPERATION ow 6 bel E.L.DISEASE-POLICY LIMIT $ I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 1D1,Additional Remarks Schedule,may be attached if mane apace is required) Certificate h-ider is named as Additional Insured an the General Liability policy.A Waiver of Subrogation in favor of the Certifiate holder is applicable on the Workers Compensation policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Fort Worth Purchasing Division ACCORDANCE WITH THE POLICE!PROVISIONS. 200 Texas Street AUTHOR)ZED REPRESENTATIVE Fort Worth TX 76102-6314 � � ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ATTACHMENT B CONTRACTOR'S RESPONSE TO CITY'S SOLE SOURCE SOLICITATION (Inserted behind this page). SOLE SOURCE—Jay Martin Company, Inc.Wemco Pumps Page 9 of 10 Contractor Services Agreement FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM This form must be provided when requesting to make a purchase over $50,000 without following public bidding requirements. Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided and determine whether using an exemption to Chapter 252's biding requirements would be defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Village Creek Reclamation and Reuse Division Name of Contract Manager: Darla Morales Department's Attorney: Doug Black Item or Service sought: _Wemco OEM parts, repair and replacement pumps_ Vendor: Jay Martin Current Agreement for item/service: Yes X No CSC#: How will this item or service be used: This PO_is used to purchase 4 replacement Wemco Pumps that are needed to replace the one that are in the system now. We are not able to install other pumps unless there pad, piping and parts are purchase to install a pump that is not Wemco. These pumps are utilized in the sludge recirculation. Section 2: Exemption Justification Please indicate which exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions. Page 1 of 4 a procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality, a procurement necessary to preserve or protect the public health or safety of the municipality's residents; a procurement necessary because of unforeseen damage to public machinery, equipment, or other property; a procurement for personal, professional, or planning services; a procurement for work that is performed and paid for by the day as the work progresses; a purchase of land or a right-of-way; X a procurement of items that are available from only one source, including: a purchase of rare books, papers, and other library materials for a public library; _paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; a public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; a payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; _personal property sold: (A) at an auction by a state licensed auctioneer, (B) at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business &Commerce Code; (C) by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or (D) under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; services performed by blind or severely disabled persons; goods purchased by a municipality for subsequent retail sale by the municipality; electricity; or advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Jay Martin is under contract with Weir Specialty Pumps is the exclusive authorized municipal representative to solicit and obtain orders and contracts in Texas and Oklahoma for our Wemco pump. Page 2 of 4 Section 3: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? x Yes or No Was there anything not included on this form or attached hereto that was relied on in making this determination? x Yes or No If yes, please explain: Darla Morales provided additional information that no other pump uses the same piping, fittings, and pads as the WEMCO pumps. Based on this representation, the City would have to replace and purchase new infrastructure if a different pump is purchased. Based on the information provided by the department, this purchase is defensible as a sole source purchase. �LrL C Jo Ann Pate, Assistant City Attorney Page 3 of 4 EXEMPTION FORM PRIMER Below are explanations and examples of common exemption that apply to municipal purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney. 1. A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the iunicipality's residents or to preserve the property of the municipality. This is generally used in cases of public emergency. 2. A procurement necessary to preserve or protect the public health or safety of the municipality's residents. This is a factual determination that will be used when the purchase directly impacts public health and safety. Please note, this is generally a very narrow exception. 3. A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. Damage or immediately foreseeable damage that is caused by an unexpected event. This will generally be used when a natural disaster or unforeseen failure occurs that impacts other property. 4. A procurement for personal, professional, or planning services; Professional services are not defined under Chapter 252, so there is no precise definition to follow. However, the Texas Attorney General has suggested that a professional service comprehends labor and skill that is `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that"professional services"no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods are not professional services. 5. A procurement of items that are available from only one source. This exemption is commonly referred to as the sole source exemption. In determining whether a purchase is of a good or service that is available from one source, you should not consider price or time to receive the good or service. The information needed to support this exemption, is that no other provider can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty; purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 4 of 4 ATTACHMENT C VERIFICATION OF SIGNATURE AUTHORITY (executed copy attached behind this page) SOLE SOURCE—Jay Martin Company,Inc.Wemco Pumps Page 10 of 10 Contractor Services Agreement